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AGENDA
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
43200 BUSINESS PARK DRIVE
FEBRUARY 28, 2006 - 7:00 PM
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.
6:15 P.M. - Closed Session of the City Council pursuant to Government Code
Sections:
1. Conference with real property negotiator pursuant to Government Code
Section 54956.8 regarding real property negotiations located at 41955 Fifth
Street (APN 922-024-010 and 922-024-011). The negotiating parties are the
City of Temecula/Redevelopment Agency and D'Alto Partners, LLC and
Palomar Rental, LLC. Under negotiation are the price and terms of payment
of real property interests. The City/Agency negotiators are Shawn Nelson,
Jim O'Grady, and John Meyer.
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: 2006-04
Resolution: 2006-15
CALL TO ORDER:
Mayor Ron Roberts
Prelude Music:
Pianist Bob Bozonelos
Invocation:
Pastor Rench of Calvary Baptist Church of Temecula
Flag Salute:
Cub Scout Pack 148 - Den 5
ROLL CALL:
Comerchero, Edwards, Naggar, Washington, Roberts
PRESENTA TIONS/PROCLAMA TIONS
Can Do Dav Proclamation
Temecula Achievement Proqram (Youth Patch Proqram)
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 not 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 minute (5) 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
NOTICE TO THE PUBLIC
All matters listed under Consent Calendar are considered to be routine and all will be
enacted by one roll call vote. There will be no discussion of these items unless Members
of the City Council request specific items be removed from the Consent Calendar for
separate action.
1 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 January 24, 2006.
2
3 Resolution approvinq List of Demands
RECOMMENDATION:
3.1 Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA,
CALIFORNIA, ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH
IN EXHIBIT A
4 First Amendment to contract with SC Siqns
RECOMMENDATION:
4.1 Approve the First Amendment to the Contract with SC Signs for public notice sign
services in the amount of $35,000.00 and authorize the Mayor to execute the
Agreement.
5 Authorize Temporarv Street Closure of Third Street between Old Town Front Street and
Murrieta Creek for the Annual Old Town Blueqrass Festival event scheduled for March 18
and 19. 2006. and Deleqate Authoritv to Issue a Special Events/Street Closures Permit to
the Director of Public Works/Citv Enqineer
RECOMMENDATION:
5.1 Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA,
AUTHORIZING TEMPORARY STREET CLOSURE OF THIRD STREET
BETWEEN OLD TOWN FRONT STREET AND MURRIETA CREEK FOR THE
ANNUAL OLD TOWN BLUEGRASS FESTIVAL EVENT SCHEDULED FOR
MARCH 18 AND 19,2006 AND AUTHORIZING THE DIRECTOR OF PUBLIC
WORKS/CITY ENGINEER TO ISSUE A SPECIAL EVENTS PERMIT INCLUDING
STREET CLOSURES
6 TUMF Improvement Credit and Reimbursement Aqreements between the Citv of Temecula.
the Western Riverside Council of Governments (WRCOG). and Ashbv. USA (Roripauqh
Ranch Development)
RECOMMENDATION:
6.1 Approve the TUMF Improvement Credit and Reimbursement Agreements between
the City of Temecula, WRCOG, and Ashby USA for the Roripaugh Ranch
Development in substantially the same format;
6.2 Authorize the City Manager to execute the final Agreements.
3
7 First Amendment to Professional Services Aqreement for Bridqe Inspections - Roripauqh
Ranch Loop Road over Lonq Vallev Wash
RECOMMENDATION:
7.1 Approve the First Amendment to the Professional Services Agreement for Bridge
Inspections of the Roripaugh Ranch Loop Road Bridge over Long Valley Wash with
T.Y. Lin International in the amount of $79,120.00 and authorize the Mayor to
execute the amendment.
8 First Amendment to Professional Landscape Plan Check and Inspection Services Aqreement
for Fiscal Year 2005/2006
RECOMMENDATION:
8.1 Approve the First Amendment to the annual professional services agreement for
Fiscal Year 2005/2006 with PELA for landscape plan check and inspection services
in the amount of $25,000.00 and authorize the Mayor to execute the agreement.
9 First Amendment to Fiscal Year 2005/2006 Annual Citvwide Routine Maintenance Contract
RECOMMENDATION:
9.1 Approve the First Amendment to the Fiscal Year 2005/2006 Annual Citywide
Routine Maintenance Contract with Becker Engineering for an amount of
$100,000.00 and authorize the Mayor to execute the amendment.
10 Amendment NO.2 for Consultinq Services. State Route 79 South Medians between 1-15 and
Butterfield Staqe Road - Proiect No. PW02-14
RECOMMENDATION:
10.1 Approve Amendment NO.2 to the agreement with Project Design Consultants in an
amount not to exceed $25,610.00 and authorize the Mayor to execute the
amendment.
11 Purchase of a Citv Utilitv Vehicle with Aerial Lift
RECOMMENDATION:
11 .1 Authorize the purchase of a City Utility Vehicle with a 45 foot aerial lift from Altec
Industries, Inc. in the amount of $118,298.73;
11.2 Approve a capital asset allocation of $38,298.73 in the Vehicle Internal Service
Fund.
4
12 Resolution of Support - AB 1871 & AB 1989 (At the request of Council Member Naqqar)
RECOMMENDATION:
12.1 Adopt a Resolution Entitled:
RESOLUTION NO. 06-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
SUPPORTING ASSEMBLY BILL 1871 (BENOIT) & ASSEMBLY BILL 1989
(GARCIA) WHICH BOTH PROPOSE IMPROVING INTERACTIONS BETWEEN
WIRELESS SERVICE PROVIDERS AND LAW ENFORCEMENT DURING
EMERGENCY SITUATIONS WHERE A LIFE MAY BE AT STAKE
13 Resolution of Support - requestinq the opportunitv to meet and confer with the Bureau of
Indian Affairs (BIA) and Conqressional Deleqates reqardinq anv proposal bv the Soboba
Tribe to expand Casino operations and its impacts on the Citv of Temecula (At the request
of Mavor Roberts)
RECOMMENDATION:
13.1 Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
REQUESTING THE OPPORTUNITY TO MEET AND CONFER WITH THE
BUREAU OF INDIAN AFFAIRS (BIA) AND CONGRESSIONAL DELEGATES
REGARDING ANY PROPOSAL BY THE SOBOBA TRIBE TO EXPAND CASINO
OPERATIONS AND ITS IMPACTS ON THE CITY OF TEMECULA
14 Resolution of Support-Universitv of California Riverside (UCR) Efforts to Create a Medical
School (at the request of Mavor Pro Tem Washinqton)
RECOMMENDATION:
14.1 Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
SUPPORTING THE EFFORTS OF THE UNIVERSITY OF CALIFORNIA
RIVERSIDE (UCR) TO ESTABLISH A FULL MEDICAL SCHOOL
15 Approval of the 2005-06 Mid-Year Budqet Adiustments
RECOMMENDATION:
15.1 Adopt a resolution entitled:
5
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA,
AMENDING THE FISCAL YEAR 2005-2006 ANNUAL OPERATING BUDGET
15.2 Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA,
REVISING THE SCHEDULE OF AUTHORIZED POSITIONS
16 Second Readinq of Ordinance No. 06-02
RECOMMENDATION:
16.1 Adopt an ordinance entitled:
ORDINANCE NO. 06-02
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING PLANNING APPLICATION NO. PA05-0341 (SPECIFIC PLAN
AMENDMENT NO.2) TO AMEND THE RORIPAUGH RANCH SPECIFIC PLAN
TO CHANGE THE LAND USE DESIGNATION FOR PLANNING AREA 33B FROM
LOW DENSITY RESIDENTIAL (L) TO OPEN SPACE (OS) TO ACCOMMODATE
PARK AND RIDE AND TRAIL HEAD USES, AND TO RELOCATE THE PARK
AND RIDE FACILITY FROM PLANNING AREA 11 TO PLANNING AREA 33B,
GENERALLY LOCATED NEAR THE FUTURE INTERSECTIONS OF NICHOLAS
ROAD AND BUTTERFIELD STAGE ROAD AND MURRIETA HOT SPRINGS
ROAD AND BUTTERFIELD STAGE ROAD
17 Second Readinq of Ordinance No. 06-03
RECOMMENDATION:
17.1 Adopt an ordinance entitled:
ORDINANCE NO. 06-03
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING AN AMENDMENT TO SECTION 4.1.6 OF THE RORIPAUGH
RANCH DEVELOPMENT AGREEMENT PERTAINING TO IMPROVEMENTS AND
BUILDING PERMIT ISSUANCE THRESHOLDS RELATIVE TO THE
CONSTRUCTION OF THE FIRE STATION IN TRACT 29353, LOCATED IN THE
RORIPAUGH RANCH SPECIFIC PLAN AREA, NEAR THE FUTURE
INTERSECTIONS OF NICHOLAS ROAD AND BUTTERFIELD STAGE ROAD,
AND MURRIETA HOT SPRINGS ROAD AND BUTTERFIELD STAGE ROAD
(PLANNING APPLICATION PA05-0404)
6
********************
RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF
THE TEMECULA COMMUNITY SERVICES DISTRICT
AND
THE CITY OF TEMECULA REDEVELOPMENT AGENCY
********************
7
TEMECULA COMMUNITY SERVICES DISTRICT MEETING
Next in Order:
Ordinance: No. CSD 2006-01
Resolution: No. CSD 2006-03
CALL TO ORDER: President Jeff Comerchero
ROLL CALL:
DIRECTORS:
Edwards, Naggar, Roberts, Washington,
Comerchero
CSD PUBLIC COMMENTS
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 not 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.
CSD CONSENT CALENDAR
18 Minutes
RECOMMENDATION:
18.1 Approve the minutes of February 14, 2006.
19 Professional Services Aqreement with RJM Desiqn Group. Inc. for the Redhawk Parks
Improvement Project
RECOMMENDATION:
19.1 Approve the Professional Services Agreement with RJM Design Group, Inc. for the
design of the Redhawk Parks Improvement Project in an amount not to exceed
$27,640;
19.2 Approve a contingency in the amount of $3,000.
8
20 Approval of 2005-06 Mid-Year Budqet Adjustments
RECOMMENDATION:
20.1 Adopt a resolution entitled:
RESOLUTION NO. CSD 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING
THE FISCAL YEAR 2005-06 ANNUAL OPERATING BUDGETS
CSD DEPARTMENTAL REPORT
21 Communitv Services Department Monthlv Report
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
CSD GENERAL MANAGERS REPORT
CSD BOARD OF DIRECTORS REPORTS
CSD ADJOURNMENT
Next regular meeting: Tuesday, March 21, 2006, at 5:30 P.M., for a Closed Session, with
regular session commencing at 7:00 PM., City Council Chambers, 43200 Business Park Drive,
Temecula, California.
9
TEMECULA REDEVELOPMENT AGENCY MEETING
Next in Order:
Ordinance: No. RDA 2006-01
Resolution: No. RDA 2006-01
CALL TO ORDER: Chair Person Mike Naggar
ROLL CALL
AGENCY MEMBERS: Edwards, Comerchero, Roberts, Washington,
Naggar
RDA PUBLIC COMMENTS
A total of 15 minutes is provided so members of the public may address the
Redevelopment Agency on items that are not listed on the agenda or on the Consent
Calendar. Speakers are limited to two (2) minutes each. If you decide to speak to the
Board of Directors on an item not 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.
RDA CONSENT CALENDAR
22 Minutes
RECOMMENDATION:
22.1 Approve the minutes of February 14, 2006.
23 Approval of the Plans and Specifications and Authorization to Solicit Bids for Rouqh Gradinq
of the Temecula Education Center - Project No. PW06-03
RECOMMENDATION:
23.1 Approve the plans and specifications and authorize the Department of Public Works
to solicit construction bids for the rough grading of the Temecula Education Center -
Project No. PW06-03.
24 Approval of the 2005-06 Mid-Year Budqet Adjustments
RECOMMENDATION:
24.1 Adopt a resolution entitled:
10
RESOLUTION NO. RDA 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AMENDING THE
FISCAL YEAR 2005-06 ANNUAL OPERATING BUDGETS
JOINT CITY COUNCIL/REDEVELOPMENT AGENCY PUBLIC HEARING
Any person may submit written comments to the City Council/Redevelopment Agency
before a public hearing or may appear and be heard in support of or in opposition to the
approval of the project(s) at the time of the hearing. If you challenge any of the project(s)
in court, you may be limited to raising only those issues you or someone else raised at
the public hearing or in written correspondence delivered to the City Clerk at, or prior to,
the public hearing.
25 Third Amendment to the Disposition and Development Aqreement for the Temecula
Education Center
RECOMMENDATION
25.1 That the City Council adopt a resolution entitled:
RESOLUTION NO. 06-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING A THIRD AMENDMENT TO THE DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE CITY AND AGK GROUP, LLC,
FOR THE TEMECULA EDUCATIONAL COMPLEX
25.2 That the Temecula Redevelopment Agency adopt a resolution entitled:
RESOLUTION NO. RDA 06-_
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA
REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING A
THIRD AMENDMENT TO THE DISPOSITION AND DEVELOPMENT
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA AND AGK GROUP, LLC, FOR THE TEMECULA EDUCATIONAL
COMPLEX
25.3 That the City Council adopt a resolution entitled:
RESOLUTION NO. 06-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
PROVIDING FOR THE RELOCATION OF A PORTION OF THE FAIRY SHRIMP
HABITAT FROM THE TEMECULA EDUCATION CENTER PROJECT SITE TO
MARGARITA COMMUNITY PARK
11
RDA DEPARTMENTAL REPORT
26 Redevelopment Departmental Monthlv Report
RDA EXECUTIVE DIRECTORS REPORT
RDA AGENCY MEMBERS REPORTS
RDA ADJOURNMENT
Next regular meeting: Tuesday, March 21, 2006, at 5:30 P.M., for a Closed Session, with
regular session commencing at 7:00 PM., City Council Chambers, 43200 Business Park Drive,
Temecula, California.
12
TEMECULA PUBLIC FINANCING AUTHORITY MEETING
Next in Order:
Ordinance: No. TPFA 06-01
Resolution: No. TPFA 06-01
CALL TO ORDER: Chairperson Ron Roberts
ROLL CALL:
AGENCY MEMBERS:
Comerchero, Edwards, Naggar, Washington,
and Roberts
TEMECULA PUBLIC FINANCING AUTHORITY PUBLIC COMMENTS
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 not 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.
TPFA CONSENT CALENDAR
27 Minutes
RECOMMENDATION:
27.1 Approve the minutes of November 22, 2005.
28 Issuance of Bonds for Temecula Public Financinq Authoritv Communitv Facilities District No.
03-02 (Roripauqh Ranch)
RECOMMENDATION:
28.1 Adopt a resolution entitled:
13
RESOLUTION NO. TPFA 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX
BONDS OF THE TEMECULA PUBLIC FINANCING AUTHORITY FOR ITS
COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH),
APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT
AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND
ACTIONS
ADJOURNMENT
14
RECONVENE TEMECULA CITY COUNCIL
PUBLIC HEARING
Any person may submit written comments to the City Council before a public hearing or
may appear and be heard in support of or in opposition to the approval of the project(s)
at the time of the hearing. If you challenge any of the project(s) in court, you may be
limited to raising only those issues you or someone else raised at the public hearing or
in written correspondence delivered to the City Clerk at, or prior to, the public hearing.
29 Relocation Plan for the Civic Center Project
RECOMMENDATION
29.1 Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING THE RELOCATION PLAN FOR THE CIVIC CENTER PLAZA
PROJECT AND MAKING FINDINGS THEREON
29.2 Approve an appropriation of $14,000 to the Civic Center Relocation Project Budget
from the General Fund Unreserved Fund Balance.
CITY MANAGER REPORT
CITY ATTORNEY REPORT
DEPARTMENTAL REPORTS
30 Economic Development Department Monthlv Report
31 Planninq Department Monthlv Report
32 Police Department Monthlv Report
33 Buildinq and Safetv Department Monthlv Report
34 Public Works Department Monthlv Report
ADJOURNMENT
Next regular meeting: Tuesday, March 21, 2006 at 5:30 P.M., for a Closed Session, with
regular session commencing at 7:00 P.M., City Council Chambers, 43200 Business Park Drive,
Temecula, California.
15
The City of Temecula
PROCLAMATION
WHEREAS, on March 3rd, 1983, the people ofthe Temecula Valley were acclaimed by former President Ronald
Reagan for their outstanding display of individual initiative when they created a sports park with private funds and
volunteers, and
WHEREAS, the people ofthe Temecula Valley, the United States, and the international community all benefit
from the proliferation of individual initiative, and
WHEREAS, on March 3rd, 2005, the City of Temecula formally affirmed the importance of individual initiative
by naming the sports park after the President who preached the Can-Do philosophy and practiced and promoted what he
preached, and
WHEREAS, the City ofT emecula shares this conviction that individual initiative is worthy of acknowledgement,
acclaim, and emulation.
NOW, THEREFORE, in order to remember this proud period of our history and to encourage and inspire new
expressions of the Can Do Spirit, I, Ron Roberts, on behalf of the City COlmcil of the City of Temecula, do hereby
proclaim March 3rd
"Can-Do Day"
IN WITNESS WHEREOF, I have hereunto set my
hand and caused the Seal ofthe City of Temecula to
be affixed this 28th day of February, 2006.
Ron Roberts, Mayor
Susan W. Jones, MMC, City Clerk
ITEM NO.1
MINUTES OF A REGULAR MEETING
OF
THE TEMECULA CITY COUNCIL
JANUARY 24, 2006
The City Council convened in Closed Session at 6:00 P.M. and its regular meeting commenced
at 7:00 P.M., on Tuesday, January 24, 2006, in the City Council Chambers of Temecula City
Hall, 43200 Business Park Drive, Temecula, California, was convened.
Present:
4
Council Members:
Comerchero, Edwards, Naggar, and Washington
Absent:
1
Council Members:
Roberts
Mayor Pro Tem Washington announced that Mayor Roberts is in Washington, D.C. for the
Annual Mayors' Conference.
PRELUDE MUSIC
The prelude music was provided by Jordan Koford.
INVOCATION
The invocation was given by Pastor Gary Nelson of Calvary Chapel.
PLEDGE OF ALLEGIANCE
The pledge of allegiance was presented by Council Member Edwards.
PRESENTA TIONS/PROCLAMA TIONS
Service Award to Communitv Services Commissioner Jack Henz
With appreciation, Mr. Henz accepted his 1 O-year Service Award Pin; thanked the City Council
for this recognition; expressed his pleasure with having had the opportunity to serve on the
Community Services Commission; and thanked the dedicated staff of the Community Services
Department.
PUBLIC COMMENTS
Clarifying that comments made under the Public Comments section are for those items that are
not scheduled on the City Council agenda, Mayor Pro Tem Washington advised that any
comments with regard to the Temecula Hospital should be addressed under the Public Hearing
section for the Temecula Hospital (Item No. 21).
A. Mr. Mike Kuhn, Temecula, thanked the City Council for providing Streaming Video on
the Internet in order for the public to view the City Council meetings. Clarifying that he has
never stated that the City Council has not addressed the issues on Calle Pina Colada, Mr.
Kuhn, by way of overhead pictures, shared the traffic volume on Calle Pina Colada - 3,500 cars
per day - 83% of which is cut-through traffic.
R:\Minutes\012406
B. Ms. Jayme Christian, Temecula, clarified that the speed undulations that were previously
installed were at the request of the City; that she had provided information with regard the
speed undulations but that the City choose to install 2" speed undulations even though closure
of the street was requested; that Calle Pina Colada was not intended to function as a residential
collector road; that a collector road must be 44' wide with 66' for right of way; that the residents
of Calle Pina Colada were not notified of the double yellow line installation; that the double
yellow line only increases volume and speed; that the installation of a traffic signal will only
increase volume and speed; that the residents have suggested no left turn be permitted off
Calle Pina Colada onto La Serena and no right-hand turn off La Serena onto Calle Pina Colada;
that these turn restrictions would cut traffic volume; and that the residents would request that
Calle Pina Colada be closed or that Sanderling, Sterling, and Kahwea Roads be opened.
In response to Mayor Pro Tem Washington, City Manager Nelson read a prepared statement
into the record, noting the following:
D That the General Plan designation for Calle Pina Colada is not a local collector road
D That Calle Pina Colada does function as a local collector road
D That the road design for Calle Pina Colada was approved by the County prior to City
incorporation
D That there are eight other roads in the City that have front-facing homes and are
functioning as local collector roads with similar traffic volumes
D That all those roads were approved prior to City incorporation; that the City Council did
not approve nor design those residential plans
D That with regard to Kahwea, Sanderling, Sterling Roads, the City Council had the
opportunity to consider these roads and opted to not create the same situation that was
inherited during City incorporation for Sanderling, Kahwea, and Sterling Road
D That from a traffic engineering standpoint, Calle Pina Colada is a safe road, commenting
on the accident history
CITY COUNCIL REPORTS
A. Council Member Edwards apprised the public of an upcoming Bank Robbery
Preparation Workshop, tentatively scheduled for Tuesday, February 14, 2006, at City Hall,
advising the workshop would be to assist local banks with organization and education on
preventive measures.
B. Mayor Pro Tem Washington reiterated that this meeting is the first City Council meeting
at which streaming video online is being provided.
CONSENT CALENDAR
1 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.
R:\Minutes\012406
2
2 Minutes
RECOMMENDATION:
2.1 Approve the minutes of January 10, 2006.
3 Resolution approvinq List of Demands
RECOMMENDATION:
3.1 Adopt a resolution entitled:
RESOLUTION NO. 06-03
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA,
ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A
4 Citv Council Meetinq Schedule for March 2006
RECOMMENDATION:
4.1 Direct the City Clerk to re-schedule the City Council meeting of March 14, 2006 to
March 21, 2006, and to perform the appropriate postings and noticing requirements
of the Government Code.
5 Procurement of Librarv Radio Frequencv Identification (RFID) Svstem
RECOMMENDATION:
5.1 Accelerate the funding of $603,407.12 to the Fiscal Year 2005-06 from the Fiscal
Year 2006-07 Library Project Furniture, Fixture & Equipment (FF&E) budget;
5.2 Approve the purchase of Apex RFID components in agreement with Integrated
Technology Group (ITG) for the total amount of $188,660.47.
6 Communitv Development Block Grant Application Proposals for FY 2006/07
RECOMMENDATION:
6.1 Approve the Community Development Block Grant (CDBG) funding
recommendation from the Finance Committee and staff;
6.2 Authorize the Director of Finance to execute Sub-Recipient Agreements and to
reprogram CDBG funds in accordance with the current budget resolution for general
administration of the Fiscal Year 2006-07 Community Development Block Grant
Funds.
R:\Minutes\012406
3
7 Approval of the Plans and Specifications and Authorization to Solicit Construction Bids for
the Slurrv Seal Project FY2005-2006. Redhawk Area - Project No. PW06-01
RECOMMENDATION:
7.1 Approve the plans and specifications and authorize the Department of Public Works
to solicit construction bids for the Slurry Seal Project FY 2005-2006, Redhawk Area,
Project No. PW06-01.
8 Approval of the Plans and Specifications and Authorization to Solicit Construction Bids for
the Citvwide Concrete Repairs Fiscal Year 2005-2006 - Project No. PW06-02
RECOMMENDATION:
8.1 Approve the plans and specifications and authorize the Department of Public Works
to solicit construction bids for the Citywide Concrete Repairs FY 2005-2006, Project
No. PW06-02.
9 Amendment NO.1 - Professional Services Aqreement for Bridqe Inspection Services -
Parsons Brinckerhoff Construction Services. Inc. - Ynez Road Bridqe (Widen) over Santa
Gertrudis Creek - LD04-051 CO
RECOMMENDATION:
9.1 Approve Amendment NO.1 to the agreement with Parsons Brinckerhoff
Construction Services, Inc. in an amount not to exceed $15,868.00 plus 10%
contingency for professional bridge inspection and construction engineering
services for the Ynez Road Bridge (Widen) over Santa Gertrudis Creek Road,
Project No. LD04-051 CO;
9.2 Authorize the Mayor to execute the amendment.
10 Award Construction Contract for Pauba Road Improvements - Phase II - Project No. PWOO-
09
RECOMMENDATION:
10.1 Award a construction contract for Pauba Road Improvements - Phase II, Project
No. PWOO-09 to Grade Pros Inc. DBA: McKenna in the amount of $1 ,367,663.15
and authorize the Mayor to execute the contract;
10.2 Authorize the City Manager to approve change orders not to exceed the
contingency amount of $136,766.32, which is equal to 10% of the contract amount.
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11 Maintenance Facilitv Expansion (Field Operations Center) - Sewer Connection Fees -
Project No. PW03-06
RECOMMENDATION:
11 .1 Approve the payment of sewer connection fees in the amount of $65,348.67 to
Eastern Municipal Water District (EMWD) to establish sewer service for the new
City Field Operations Center being constructed adjacent to City Hall.
12 Utilitv Easement Deed within Kent Hinterqardt Memorial Park
RECOMMENDATION:
12.1 Grant a Joint Utility Easement to Southern California Edison Company, Verizon
California Inc. and Century- TCI California for the perpetual easement and right-of-
way for construction, operation and maintenance of their facilities within Kent
Hintergardt Memorial Park;
12.2 Authorize the City Clerk to record the Utility Easement Deed.
13 Old Town Police Department Storefront Lease Extension
RECOMMENDATION:
13.1 Approve a three year lease extension for the Police Department Old Town
Storefront property to include a rate of $1,875 a month and a total amount of
$67,500.
14 2006 Workers' Compensation Coveraqe Annual Renewal
RECOMMENDATION:
14.1 Select American Home Assurance Company (a member of the American
International Group Companies) as the City's Employee Workers' Compensation
Insurance Carrier for Plan Year 2006, which begins on February 1, 2006.
15 Comments on Cable Television Franchisinq to Federal Communications Commission
RECOMMENDATION:
15.1 Approve comments regarding cable television franchise provisions;
15.2 Authorize the Mayor to sign the comments and direct staff to submit them to the
Federal Communications Commission.
16 Authorize Citv Manaqer to Approve or Modifv Leases and Rental Aqreements
RECOMMENDATION:
16.1 Adopt a resolution entitled:
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RESOLUTION NO. 06-04
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
AUTHORIZING THE CITY MANAGER TO APPROVE OR MODIFY LEASES AND
RENTAL AGREEMENTS FOR THE CITY-OWNED PROPERTY AT 41943 MAIN
STREET
MOTION: Council Member Edwards moved to approve Consent Calendar Item Nos. 1-14 and
16. Council Member Comerchero seconded the motion and electronic vote reflected approval
with the exception of Mayor Roberts who was absent and Council Member Naggar who
abstained with regard to Item NO.6 as it pertains to the Boys and Girls Club.
CONSENT CALENDAR ITEM NO. 15 CONSIDERED UNDER SEPARATE DISCUSSION
15 Comments on Cable Television Franchisinq to Federal Communications Commission
RECOMMENDATION:
15.3 Approve comments regarding cable television franchise provisions;
15.4 Authorize the Mayor to sign the comments and direct staff to submit them to the
Federal Communications Commission.
At the request of Mayor Pro Tem Washington, Assistant City Manager O'Grady reviewed the
staff report (as per agenda material).
MOTION: Council Member Comerchero moved to approve Consent Calendar Item No. 15.
Council Member Edwards seconded the motion and electronic vote reflected approval with the
exception of Mayor Roberts who was absent.
At 7:37 P.M., the City Council convened as the Temecula Community Services District and the
Temecula Redevelopment Agency. At 7:48 P.M., the City Council resumed with regular
business.
PUBLIC HEARING
21 Temecula Reqional Hospital (Planninq Applications 04-0462 (General Plan Amendment). 05-
0302 (Zone Chanqe). 04-0463 (Development Plan and Conditional Use Permit). and 04-
0571 (Tentative Parcel Map)
RECOMMENDATION:
21.1 Adopt a resolution entitled:
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RESOLUTION NO. 06-05
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
CERTIFYING THE FINAL ENVIRONMENTAL IMPACT REPORT PREPARED
FOR THE TEMECULA REGIONAL HOSPITAL AND RELATED ACTIONS, AND
ADOPTING THE FINDINGS PURSUANT TO THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT, A STATEMENT OF OVERRIDING
CONSIDERATIONS, AND A MITIGATION MONITORING AND REPORTING
PROGRAM IN CONNECTION THEREWITH FOR THE TEMECULA REGIONAL
HOSPITAL PROJECT, LOCATED APPROXIMATELY 700 FEET WEST OF
MARGARITA ROAD, AND KNOWN AS ASSESSOR'S PARCEL NOS. 959-080-
001 THROUGH 959-080-004 AND 959-080-007 THROUGH 959-080-010 (PA04-
0462, PA05-0302, PA04-0463, PA04-0571)
21.2 Adopt a resolution entitled:
RESOLUTION NO. 06-06
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
AMENDING THE GENERAL PLAN LAND USE ELEMENT TO REMOVE EIGHT
(8) SUBJECT PARCELS FROM THE Z "FUTURE SPECIFIC PLAN" OVERLAY
DESIGNATION AND CORRESPONDING TWO-STORY HEIGHT RESTRICTIONS
FOR A SITE ON THE NORTH SIDE OF HIGHWAY 79 SOUTH, APPROXIMATELY
700 FEET WEST OF MARGARITA ROAD, AND KNOWN AS ASSESSOR'S
PARCEL NOS. 959-080-001 THROUGH 959-080-004 AND 959-080-007
THROUGH 959-080-010 (PA04-0462)
21.3 Introduce and read by title only an ordinance entitled:
ORDINANCE NO. 06-01
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA
AMENDING THE OFFICIAL ZONING MAP OF THE CITY OF TEMECULA FROM
PROFESSIONAL OFFICE (PO) AND PLANNED DEVELOPMENT OVERLAY
(PDO-8) TO PLANNED DEVELOPMENT OVERLAY-9 (PDO-9) AND ADDING
SECTIONS 17.22.200 THROUGH 17.22.206 TO THE TEMECULA MUNICIPAL
CODE FOR A SITE GENERALLY LOCATED ON THE NORTH SIDE OF
HIGHWAY 79 SOUTH, APPROXIMATELY 700 FEET WEST OF MARGARITA
ROAD AND KNOWN AS ASSESSORS PARCEL NOS. 959-080-001 THROUGH
959-080-004 AND 959-08-007 THROUGH 959-080-010 (PA05-0302)
21.4 Adopt a resolution entitled:
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RESOLUTION NO. 06-07
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING A CONDITIONAL USE PERMIT TO ESTABLISH A 320-BED
HOSPITAL FACILITY AND HELlPAD; AND A DEVELOPMENT PLAN TO
CONSTRUCT A 408,160 SQUARE FOOT HOSPITAL, A HEll PAD, TWO
MEDICAL OFFICE BUILDINGS TOTALING 140,000 SQUARE FEET, A 10,000
SQUARE FOOT CANCER CENTER AND AN 8,000 SQUARE FOOT FITNESS
REHABILITATION CENTER ALL TOTALING APPROXIMATELY 566,160
SQUARE FEET ON 35.31 ACRES, LOCATED ON THE NORTH SIDE OF
HIGHWAY 79 SOUTH, APPROXIMATELY 700 FEET WEST OF MARGARITA
ROAD, KNOWN AS ASSESSORS PARCEL NOS. 959-080-001 THROUGH 959-
080-004 AND 959-080-007 THROUGH 959-080-010 (PA04-0463)
21.5 Adopt a resolution entitled:
RESOLUTION NO. 06-08
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING TENTATIVE PARCEL MAP NO. 32468, TO CONSOLIDATE EIGHT
LOTS TOTALING 35.31 ACRES INTO 1 PARCEL, LOCATED ON THE NORTH
SIDE OF HIGHWAY 79 SOUTH, APPROXIMATELY 700 FEET WEST OF
MARGARITA ROAD AND KNOWN AS ASSESSOR'S PARCEL NOS. 959-080-
001 THROUGH 959-080-004 AND 959-080-007 THROUGH 959-080-010 (PA04-
0571)
Planning Director Ubnoske presented the staff report (as per agenda material), highlighting the
following:
D That the proposed Zone Change amendment would remove the one-story and two-
story height restriction in the Z-1 Overlay;
D That the Zone Change would allow for a maximum of 30% of the roof area of the
hospital (the two bed towers) to be a height of up to 115';
D That the hospital, cancer center, fitness center, helipad, and medical office buildings
are proposed to be constructed in phases;
D That the Medical Office Building II will be constructed in Phase IA; that the hospital
and 6-story tower will be constructed in Phase IB; that the hospital five-story tower
will be constructed in Phase II; that Medical Office Building I will be constructed in
Phase III; that the cancer center will be constructed in Phase IV; and that the fitness
center will be constructed in Phase V (last phase)
D That the proposed architectural style will be consistent with the architectural style of
vicinity - Spanish Mediterranean with stucco siding and a tower roof - similar to the
Rancho Community Church architectural style
D That at the April 6, 2005, Planning Commission meeting, the Commission, on the
advice of the Assistant City Attorney, continued the project and directed staff to
prepare an Environmental Impact Report (EIR)
D That at the April 20, 2005, Planning Commission meeting, the following issues were
identified and have been reflected in the EIR:
o Traffic and Circulation
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o Noise associated with Traffic and the proposed helipad
o Aesthetics related to the height of the hospital
o Hydrology and groundwater
D That a screen check and draft EI R have been reviewed by staff
D That the draft EIR was taken to the Planning Commission on November 16, 2005
D That at the November 16, 2005, Planning Commission meeting, the Commission
continued this item in order to allow staff ample time to review and respond to
additional comments
D That at the December 7, 2005, Planning Commission meeting, staff requested a
continuance in order for staff to continue addressing/reviewing/responding to the
additional comments and, therefore, the public hearing was continued to the January
5,2006
D That at the January 5, 2006, Planning Commission meeting, the Commission had the
opportunity to review all testimony and all response to comments; that the Planning
Commission struggled with the height issue of the proposed bed towers but
ultimately approved a motion to recommend that the City Council support the project
as proposed
D That the applicant has contended that the bed towers may not be redesigned to a
lower height without sacrificing patient care and without jeopardizing compliance with
State regulatory requirements
D That any reconsideration of the design would result in additional delays of up to two
years in providing necessary hospital services for the community
D That the Planning Commission unanimously voted to proceed with the current
proposal, noting that the height would be an issue of concern and requesting that the
City Council review this matter
D That the Planning Commission recommended that the City Council certify the EIR,
approve Planning Application Nos. 04-0462, 05-0302, 04-0463, and 04-0571 based
upon the findings in the conditions of approval
D That Condition No. 91 of the Development Plan should be amended to read as
follows: that a Construction Area Traffic Control Plan shall be designed by a
registered civil or traffic engineer and reviewed by the Director of Public Works for
any street closure, detour, or other disruption to traffic circulation as required by the
Department of Public Works; that the Traffic Control Plan shall indicate that
construction traffic may not use the entrance from De Portola Road to access the site
D That corrected copies of the EIR resolution were distributed to the City Council, the
Mitigation Monitoring Report, Conditional Use Permit resolution, and Conditions of
Approval, reflecting that any reference to the extension of Dartolo Road as part of the
approval be removed; that both the Planning staff and the Commission
recommended that Dartolo Road not be extended onto the hospital property
D That Errata Sheets highlighting changes to the EIR were distributed along with
copies of correspondence (some received as late as yesterday afternoon)
As per a PowerPoint presentation, Ms. Laura Stetson of P&D Consultants addressed specifics
of the Environmental Impact Report (EIR) and clarified the California Environmental Quality Act
(CEQA) Process, noting the following:
D That the State had granted the staff-requested 30-day review of the Draft EIR
D That the Initial Study process identified impact that would require detailed analysis in
EIR
D That the Study indicated that the following issues required detailed analysis:
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o Aesthetics
o Air quality
o Groundwater and hydrology
o Land Use and Planning
o Noise
o Transportation
o Alternatives to the Project
o Cumulative Impacts
o Responses to written comments
D That all other issues were adequately addressed in the Initial Study (part of the Draft
and Final EIR document)
EIR Analvsis and Conclusions
o Terms and phrases used in the EIR
. Unavoidable significant impact - Impacts associated with the project
that have mitigation measures applied which become conditions on the
project but even with the imposition of those conditions/mitigation
measures, those significant affects cannot be avoided
D Air Quality
o Short term (construction), long term (operations), and
cumulative
D Noise
o Helicopter overflights
. Anticipation of no more than one emergency flight
into and out of the facility per month - permit from
Caltrans will permit up to six emergency flights into
and out of the facility per month
D Traffic
o Cumulative impacts on roadway segments
. Potentially significant impacts that can be mitigated or avoided -
Impacts were analyzed and were considered not to be significant and
can be avoided
D Aesthetics
o Light and glare
D Noise
o Operational (mechanical equipment, generators)
D Traffic
o Contribution to intersections and road segments projected
to operate at LOS E and F
. Impacts considered but found to be less than significant
D Aesthetics
o scenic highways; visual character or quality
D Air Quality
o Odors; consistency with regional plans
D Hydrology and water quality
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o Water supply; storm water volume and quality
D Land Use and Planning
o Compatibility with surrounding uses - General Plan
consistency
D Noise
o Construction, ground-borne vibrations, sirens, loading
dock, and other on-site activities - City does not have a
Noise Ordinance - it has noise standards in the General
Plan
. Alternatives to the Project
D No Project - No development
D No Project - Commercial/Office Development
D Alternate Site
D Alternate Access
D Access from De Portola Road and Dartolo Road - restriction on
the proposed driveway to De Portola Road to a right-hand turn in
and right-hand turn out -left-hand turn in and no left-hand turn out
would be permitted onto De Portola Road; that De Portola Road
currently functions as a low-lane road; that the General Plan
designated it as a four-lane road;
D Hospital only
D That Oral comments made at the November 16, 2005, and January 5, 2006,
Planning Commission hearings, included the following:
o Noise - sirens - two ambulance trips per day with sirens - sirens will only be
used to clear traffic - sirens turned off once on hospital property
o Hazardous wastes from hospital operations - stringent State/Federal
regulations
o Potential groundwater pollution from adjacent gas station
o Traffic on Pio Pico - even if assumed all Margarita Road traffic were diverted
to Pio Pico, the LOS on Pio Pico would not be lowered to an unacceptable
standard per City standards
o Cumulative traffic impacts
o Change in neighborhood character - General Plan designates this site for the
use as proposed; that the proposed uses are consistent with the surrounding
development to the east, west, and south; that the buildings have been pulled
as far as possible toward the highway to ensure the use is a good neighbor
with the neighborhood to the north of the project site - substantial setbacks
and landscaping
o Additional alternatives
In response to the Council Members, Mr. Jose Nunez, representing Lyn Scott Law and
Greenspan Traffic Engineers, San Diego; Ms. Stetson; and Public Works Director Hughes noted
the following:
D That with regard to siren noise, the City currently has a number of emergency calls to
date based on its population and that the overall City-wide affect on the siren noise
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would be the same; that the only growth in siren noise would be related to the growth
of the City;
D That analysis indicated that virtually no traffic associated with the hospital would
utilize Pio Pico, stating that this assumption was based on the fact that it would be
almost twice the travel distance if making the right-hand turn on Pio Pico and left-
hand turn on De Portola rather than continuing south on Margarita Road and making
a right-hand turn on De Portola
D That the traffic studies included alternatives, reflecting comparative analysis if the
public driveway off De Portola were there versus not being placed there but as far as
for EIR purposes, it was always reflected as being there
D That no particular designation was imposed on the De Portola driveway such as
emergency only, staff, etc.
D That the LOS at Margarita Road/SR 79 north intersection would be compromised
without the driveway access of De Portola; that the LOS at that particular intersection
would reach a high level of E close to F during peak hours
D That the hospital entrance off De Portola would not necessarily be in line with Pio
Pico; that the entrance was purposely moved as far east as practical to ensure travel
trips on Pio Pico were not increased
D That off De Portola, there will be a right-hand turn in and out and a left-hand turn in
to the hospital
D That the air quality issues for the hospital will be primarily vehicle trips
D That studies indicated that if commercial uses were approved for the subject site
versus the proposed hospital, twice the amount of vehicle trips would be generated
and that air quality would proportionately increase as well
D That when the City inherited Ynez RoadlDe Portola from the County, it was
designated to handle more travel trips than what is being proposed with the hospital
D That the proposed project would not increase the use of Ynez RoadlDe Portola
D That from a traffic standpoint, an access off De Portola would be desirable even if
only commercial uses were proposed because it would have the capacity to handle a
commercial project with much higher volumes than what is being anticipated with the
hospital project
D That the applicant will not be required to widen De Portola to four lanes to Margarita
Road; that the applicant will be required to complete frontage improvements to meet
the current City standards and to transition several hundred feet in each direction;
that De Portola would be four lanes in front of the hospital entrance but not all the
way to Margarita Road
D That in the event traffic volume were to reach a level where four lanes west of this
project location were necessary, the matter would be addressed through a Capital
Improvement Project; that the forecasted volumes on De Portola may not ever
warrant widening it to four lanes
D That the configuration of Ynez RoadlDe Portola will conform with that of the General
Plan Update (rural-nature road)
By way of a PowerPoint presentation, Mr. Dan Johnson, Vice President of SCS Engineers doing
business as Environmental Business Solutions, clarified that he is a member of the San Diego
Regional Water Quality Control Board that has jurisdiction over the tanks that will be discussed
this evening but that his position this evening would be as an environmental consultant and not
as a member of the Regional Water Quality. Providing an overview of the proposed project as it
relates to groundwater issues, Mr. Johnson noted the following:
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D That his work included comprehensive file reviews at the Regional Water Quality
Review Board and conducted interviews of the Rancho California Water District and
conducted an intrusive field inspection, sampling of both soil and of groundwater at
the project site
D That gasoline releases have happened at these three different gas stations; that
MTBE has been found in groundwater downgradient of the stations - not an
uncommon phenomenon;
D That remediation has and continues to occur at the three different gas stations to
address each release
D That the only detectable gasoline constituent near the proposed site is MTBE and
was only present in the monitoring well; that after intrusive testing, it was determined
that MTBE was not present in the groundwater at the proposed site
D That MTBE concentrations have generally been decreasing over time due to
remediation efforts
D That even if Well No. 120 (well closest to the site and one that received public
attention) were contaminated and the use were discontinued, the service would
switch to other wells in the area; that recent sampling information reported that there
were no detectable levels of MTBE in Well No. 120
D That the potential impacts to the proposed site are two-fold: soil vapor and
contaminated groundwater; that of 100 samplings only 1 indicated 0.3 parts per
billion (ppb) above detection limit for MTBE
D That based on groundwater and soil vapor sampling and analysis, there are no
health risks on the proposed site associated with release from the nearby gas
stations
In response to the City Council Members, Mr. Johnson provided further clarification, noting the
following:
D That the 0.3 ppb detection in the one sample could have been an anomaly; that all
samples were typical samples of what would have been proposed for any
development site
D That plume is the gasoline constituents that are actually dissolved in groundwater
and that are detectable in the groundwater; that the plumes associated with each gas
station are confined within close proximity of gas station tanks
D That Well No. 120 is utilized on demand, not utilized 100% of the time
By of a comprehensive PowerPoint presentation, Ms. Linda Bradley (CEO and Managing
Director of Southwest Healthcare Systems) and Mr. Scott Crane (Executive Director of
Development for Riverside County for Universal Health Services) presented a detailed overview
of the proposed project with particular emphasis on design and site plan; clarified that Universal
Health Services, Inc. is one of the nation's largest and most respected healthcare management
companies, operating acute care hospital, behavioral health facilities, and ambulatory and
radiation centers nationwide; advised that Southwest Healthcare System is comprised of Inland
Valley and Rancho Springs Medical Centers; and informed the City Council that HKS has been
ranked as the world's fifth largest architectural firm that has garnered over 110 design award.
Proceeding with the presentation, Ms. Bradley noted the following:
D That the question of need for a hospital would appear to be universally accepted by
the City and the community
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D That the proposed site encompasses a total of 35.5 acres sufficient to design a
hospital campus large enough to meet the needs of the City of Temecula
D That multiple community meetings were scheduled to address the community
concerns
D That as a result of these meetings, the project was designed with placement
features, landscaping, etc. to mitigate the adverse aesthetic impacts posed by the
project
COMMUNITY CONCERNS
D Distance to residences
o Moved buildings as far south on the project site as possible - toward the highway
D Light pollution
o Downward casting parking lot lights
o Non-reflective, tinted glass on all windows
D Construction traffic on De Portola
o Construction traffic will be restricted off De Portola and will only enter off State
Route 79 South
D Noise
o EI R has studied and addressed this concern
D Closing Inland Valley or Rancho Springs
o Plans are to expand those facilities and even with those expansions, the
proposed hospital is needed
o That Inland Valley was initially intended to function as a skilled-nursing facility,
not intended to function as a hospital
o That Rancho Springs was built as two-story hospital; that plans for construction
are to build out laterally to expand over the parking lot versus up because of
seismic safety restrictions
D Height and View from residences
o Expansive (over 46') landscaping and fenced horse trail around the north and
west perimeters around the site
o Oriented upper floors of the hospital
o Balanced the height of the Medical Office Buildings with the height of the hospital
D Landscape Buffer Zone
D UHS Hospitals - design evolution - best demonstrated practice
o Spring Valley Hospital
o George Washington University Hospital
o Centennial Hills Hospital
D Regulatory Compliance
D Patient Care
D Patient Safety
D Employee Safety
D Facility Security
D Customer Considerations
D Community Satisfaction
D Aesthetic Considerations
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In response to the City Council Members, Ms. Bradley further clarified the following:
D That the 90-foot distance from nurses stations to patient rooms is a regulatory
compliance; that lowering the floors in height and retaining the same amount of beds
would require spreading the building out which would move patients from the center
core of services - time and distance matters when delivering patient care; that by
spreading out the building, more bed towers, than those proposed, would be
necessary by build out if the same number of patient beds were applied to this
project
D That if the towers were lowered, a complete redesign would be required which would
create a project delay - redesign, CEQA process restarted, restart with Office of
Statewide Health Planning and Development - minimum delay 21/2 years
D That healthcare would be compromised if the proposed project design were not
approved and a redesign would require a lateral expansion versus vertical in the
following way:
o Greater distances/time to respond to patients/patient services
D that if the proposed site were double the acreage, the hospital design would not be
any different from what is being proposed
D that multiple types of jobs would be anticipated as a result of this project -
approximately 600 jobs; that ancillary jobs would as well be expected as a result of
this project
In response to Council Member Edwards, Mr. Dave Prusha, architect who worked on the
proposed project and representing HKS, advised that the numerous design awards HKS has
received vary from functionality to aesthetics to design/construction to project management, etc.
Mr. Prusha confirmed that the proposed design will be the best design (functionality/aesthetics)
for the site of discussion and parameters.
At 9:08 P.M. a short recess was taken and the Council reconvened at 9:20 P.M.
At this time, the public hearing was opened.
The following individuals spoke in opposition to the proposed project:
Robert MacHa Ie
Gloria Smith
Temecula
Temecula
representing the California Nurses
Association
Brad Stormon
Nicole Stormon
Kenneth Ray
Temecula
Temecula
Temecula
representing the Santiago Ranchos
Homeowners Association
A. Evan Harbottle
Paul Gupta
Neal Ziff
Temecula
Temecula
Temecula
The above-mentioned speakers spoke in opposition to the proposed project for the following
reasons:
D that the potential 21/2 year delay time because of a possible redesign may not be
accurate in light of a recent action taken by Governor Schwarzenegger
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D that the proposed helipad has too many trees around it
D that a redesign of the hospital be explored; that the shape of the Red Cross be explored
for the hospital
D that the California Nurses Association (CNA) does not oppose this project; that the CNA
does not support a public process where essential information has not been disclosed by
the City which is required by law; that the City has not required UHS to mitigate
significant impact on local traffic and air quality; that the City's Environmental Impact
Report (EIR) has acknowledged that the proposed project will cause significant impact to
air quality and traffic congestion; that the EIR does emit mitigation measures to mitigate
these impacts; that paying fees to Riverside County will not mitigate significant
congestion on SR 79, on Redhawk Parkway, and Margarita Road
D that the hospital will cause the City to exceed air quality standards
D that the City is required by CEQA to use best efforts to determine and disclose all it
reasonably can with regard to MTBE groundwater plume
D that he (Mr. Stormon) has contacted the City Council with regard to this project at least
two or three times with no response; that he has contacted UHS, having left six/seven
phone messages, with no response; that he would be concerned with noise pollution,
lighting, and traffic; that he would request the construction of a wall around his
residence; that traffic on Pio Pico will increase and will impact his residence
D that the setback distance from his residence/property and the hospital is 300 feet
In response to the Mayor Pro Tem Washington, Mr. Stormon reiterated that the only
communication from the City was from Senior Planner Papp and that his attorney sent emails to
the City Council and nobody has responded.
City Attorney Thorson acknowledged receiving an email from Best Best and Krieger (Mr.
Stormon's attorney) and advised that he had spoken on two occasions with Mr. Salazar as had
Mr. Curley and that he had replied to the email.
For security purposes, Planning Director Ubnoske clarified that the City does require a certain
amount of illumination on a property regardless of the use. With regard to noise pollution, Ms.
Ubnoske noted that the overriding consideration simply will pertain to the helipad, not noise
associated with the use of the hospital.
Council Member Edwards further stated that lighting must adhere to the Mount Palomar
Ordinance to which Deputy City Manager Thornhill noted that a lighting plan must be prepared.
D That a block wall along De Portola Road and Pio Pico Road would significantly reduce
the noise impacts from the helipad
D That the EI R does not correctly describe the project, does not analyze all responsible
and foreseeable impacts, improperly defers mitigation, and does not mitigate to the
extent feasible
D That a majority of resident concerns remain unaddressed - increased traffic on Pio Pico
due to the De Portola Road hospital entrance; that a dedicated right-hand turn lane is
needed on Margarita Road (southbound) to De Portola Road; that a bridge crossing the
flood control channel should be constructed at Dartolo Road, giving access to the
hospital and easing the load on the De Portola entrance and reducing surface traffic in
the immediate area; that emergency access from SR 79 south should be a direct
access; that Dona Lynora Road should be a full traffic light controlled intersection with a
controlled left-hand turn into the hospital
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D That the residents are not opposed to the hospital but the configuration of it and its
impact on the residents
D That the massive size of the proposed project in the area of discussion (35 acres) would
be of concern; that the height of the proposed structure (106') would be a concern
D That the Planning Commissioners expressed concerns with this project
D That a multi-story parking garage was never considered
For Mr. Gupta, Mayor Pro Tem Washington advised that Council Members Comerchero and
Naggar served on the Temecula Hospital Subcommittee.
D That the applicant chose to purchase this property at a premium price and to proceed
with complete architectural plans knowing the General Plan restrictions imposed on the
commercial area
D That it is inexcusebable that the City allowed this corporation to push these issues to this
point, compromising the quality of life of the residents
D That the residents did their due diligence, the General Plan currently permits one- to
two-story buildings; that this project will directly affect the values of the properties as well
as impact the entire community
At this time, the following individuals spoke in support of the proposed project:
D Dr. Mark Spicer neurosurgeon
D Dr. Russell Hatt Rancho Springs Emergency Department
D Roger Ziemer Temecula
D Joan Sparkman Temecula
D Alice Sullivan Temecula Valley Chamber of Commerce
D Dr. Larry Boggman Temecula
D Jacob Cintron Temecula
D Dr. Ed Pillar
D Mark Nelson Temecula
D Peggy Christensen Nuevo Southwest Healthcare System - choose not
to speak
D Dr. Yara Gorski Murrieta was no longer in attendance
D Atalanta Olito
D Ginny Ince Murrieta choose not to speak
D Teresa Fleege Canyon Lake
D Danny Whipkey Fallbrook was no longer in attendance
D Michael Murphy Canyon Lake
D Teri Waites Temecula
D Dennis Frank Economic Development Corporation of
Southwest California
D Barry Thorfinnson Temecula
D David Whitcomb Lake Elsinore was no longer in attendance
D Renata Whitcomb Lake Elsinore was no longer in attendance
D George Cocaine, Jr. Murrieta choose not to speak
D Dee Lefebre Winchester
D Joann Pickard Temecula was no longer in attendance
D Jim Fent Murrieta
D Pam Johnson
R:\Minutes\012406
17
D Debbie Parker
D Katie DiDonato
D Robert Heckler
D Patricia Harvey
D Shannon Weidauer
D Linda Maxwell
D Linda Frazier
D Ralph Millare
D Ken Sitarski
D Tom Gavaghan
D Sue Dowis
D Angela Barker
D Diana Lewis
D Mike Fogie
D Leah Patterson
D Kim Davis
D Ramona Delaney
D Pamela Divan
D Stacy Sweeney
D Rick Meyer
D Sue Wildgoose
D Carrie Pedersen
D Wayne Hall
D Tom Julian
D Brent Jacobsen
D David Cruz
Temecula
Murrieta
Murrieta
Temecula
Temecula
Temecula
Temecula
choose not to speak
was no longer in attendance
Murrieta
Corona
Riverside
Temecula choose not to speak
Temecula
Murrieta
Lake Elsinore was no longer in attendance
Wildomar
Temecula
Murrieta
Murrieta
Temecula
Temecula
Temecula
Temecula
Alta Loma
was no longer in attendance
was no longer in attendance
The above-mentioned individuals spoke in support of the project for the following reasons:
D That a vertical structure is the more efficient way to deliver emergency care to patients
D That patient safety is very important to the Joint Commission (entity that accredits
hospitals)
D That decreasing the height/size of the towers will increase patient risk by increasing
response time
D That the personal interest of some should not be permitted to stop the construction of a
hospital which would provide considerable benefits to the entire community
D That current land zoning would permit certain commercial enterprises which would far
exceed the traffic volumes identified by the hospital
D That the City Council's decision with regard to this project must be made based on a
majority
D That the City has managed its growth well; that the need for a major medical facility is
long overdue; that such a facility will provide economic benefits to the community; that
the City and its outlining region can no longer rely on medical facilities outside the
immediate service area; that in the event of a major earthquake or other catastrophe,
access to the hospitals in Murrieta or Wildomar may not be available
At this time, City Clerk Jones advised that she had received a petition (approximately 1,200
signatures) in support of the hospital, noting that copies were forwarded to the City Council
Members.
R:\Minutes\012406
18
In response to Mayor Pro Tem Washington, Ms. Sullivan advised that an organized survey of
the Chamber membership reflected support of the project, noting that not one opposing call was
received.
D That the proposed landscaping will block the majority of the hospital view for the majority
of the Los Ranchitos homeowners
D That successful rescuer actions at the scene of a sudden cardiac collapse are time
critical
D That even with the potential construction of other hospitals in surrounding areas, the
proposed hospital will still not meet the regional need at completion
D That it would be imperative to construct a hospital that would ease accessibility to elderly
D That the other three proposed hospitals that may be built in surrounding areas require
capital for construction to be completed
D That the proposed project will have a beneficial economic impact to the local economy
D That the proposed project will as well create an employment multiplier (1.4 multiplier)
D That currently scheduled surgeries are being rescheduled due to no beds being
available
D That there is no significant environmental impact from the MTBE
D That the California Nurses Association is currently in contractual negotiations with UHS
D That UHS has functioned in this Valley; that UHS has been a good neighbor and a good
business partner
D That the facility must be designed to meet the maximum patient care needs but as well
must meet the needs of the employees of the hospital
D That this hospital must be built for the future - for our children
D That Mission Ambulance would be willing to work with AMR to work with the hospitals
and the community to develop zones/areas that will be silent sensitive.
REBUTTAL FROM THE APPLICANT
At the time, Ms. Bradley noted the following in response to public comments as well as City
Council Members' questions:
D That not only is the design for this hospital complete but also the design detail was
completed last year; that these plans have been submitted to the State of California in
an effort to prevent further delay; that U HS was willing to take the risk of submitting the
plans to the State prior to City Council approval
D That UHS was fully aware of the restrictions and what exceptions and variances were
needed but the overriding concern was to design a hospital that would work for the
patients
D That UHS would not object to the imposition of a condition requesting the submittal of a
comprehensive lighting plan to the Planning Department to ensure mitigation on the
neighboring properties
D That UHS would be willing to discuss the issue of constructing a block wall on either Mr.
Stormon's property or the hospital property; that, as per the site plan, there will be 20' of
landscaping from the street followed by 18' of horse trail followed by 8' of more
landscaping prior to reaching the white picket fence; that within the fence boundary,
there would be additional landscaping interior to the property
D That the noise levels of the hospital will be monitored; that if these levels were exceeded
once in operation, the hospital will be required to mitigate to issues - Mitigation Measure
M-1 imposed upon the applicant - once the facility is fully operational, the applicant
R:\Minutes\012406
19
would be obligated per this mitigation measure to complete a noise study; that if the
noise levels are above a given level, the applicant would be obligated to mitigate those
issues and file a report with the City to demonstrate mitigation; that Mitigation Measure
A-1 - prior to pulling a building permit, the applicant must present a lighting design and
study demonstrating no impact on the neighbors
Ms. Stetson confirmed for City Council Members Edwards and Washington that the only
unmitigated noise impact would be from the helipad (helicopters).
In response to Council Member Comerchero, Mr. Stormon reiterated that his overriding
concerns are light, traffic, and noise and, therefore, being of the opinion that a block wall would
mitigate light and most of the noise.
Deputy City Manager Thornhill noted that it would not be prudent to build a block wall prior to
determining if any issues will arise. With regard to the lighting concerns, Mr. Thornhill reiterated
that the applicant must adhere to the Mount Palomar Lighting requirements (low sodium lights).
In response to Council Member Naggar, City Attorney Thorson advised that the previously
mentioned Mitigation Measures (conditions) are a part of the Mitigation Monitoring Plan for the
EIR; that if the project were adopted, the conditions will be a part of the resolution certifying the
EIR; that a condition in the conditions of approval requires these conditions to be met; that the
Mitigation Monitoring Plan reflects the individual responsible for monitoring and timeframe of the
monitoring and its frequency - a plan not only to impose mitigation measures but to ensure
compliance. With regard to lighting, Mr. Thorson referenced Mitigation Measure A-2 - all
windows above the second floor of the hospital and/or medical office buildings shall consist of
glazed windows.
At this time, the public hearing was closed.
CITY COUNCIL DISCUSSION
In light of the complexity of this project, Council Member Naggar commended Senior Planner
Papp on a job well done as well as the Planning Department. Discussing the consideration of a
General Plan Amendment, Mr. Naggar noted that such amendments would be considered if the
construction were absolutely needed - this hospital is needed within the City and, therefore, he
could support a General Plan Amendment for this hospital. With regard to the lighting and noise
issues, the City Council addressed these important issues. Mr. Naggar noted that studies have
indicated that there will be no additional impacts by virtue of constructing a hospital versus
commercial use; clarified that this is not a City project; that the City does not have a view policy
within the City; that there is a future need for this hospital within this region; that this project will
create 600 jobs which will lessen impact on the freeways; and that a lawsuit will only raise the
cost of construction and raise the cost of healthcare and no one will benefit solely for a political
purpose.
Readdressing concerns raised by Council Member Naggar, Council Member Edwards
commended the City on its efforts to keep the City's circulation flowing; noted that the proposed
hospital project will generate less traffic than a comparable commercial or office project at the
same location; that if necessary, access may be limited off De Portola to emergency vehicles
only and that the City Council may consider that issue; that if other improvements were
necessary to the intersection at Margarita Road and SR 79 South, those could be made at a
R:\Minutes\012406
20
future time; and that because of the need for this hospital, Mrs. Edwards spoke in support of this
project.
Hoping that State approval for the hospital will not take as long as anticipated, Council Member
Comerchero stated that the City has been given a rare opportunity to fulfill this need; noted that
this project will be for the greater good; and, therefore, expressed his support of the construction
of this hospital.
Concurring with his colleagues' comments, Mayor Pro Tem Washington noted that a hospital is
gravely needed in this community. Having addressed the height issue, Mr. Washington could
not justify the sacrifice being made by lowering the height of the towers (residents' views versus
efficiency of the hospital); suggested that staff explore the adoption of a Noise Ordinance; noted
that light issue is measurable and, therefore, could be addressed if exceeded; and stated that
most of the traffic concerns were addressed, expressing his desire to have no access on De
Portola Road or Pio Pico Road and that if that were to occur, the City Council will readdress that
at a later time; with regard to the MTBE concern, viewed that issue as a manufactured concern.
In closing, having known Ms. Bradley and Mr. Crane for many years, Mr. Washington viewed
both individuals as individuals with integrity and stated that, therefore, if issues of concern were
to arise, they would be addressed.
MOTION: Council Member Naggar moved to approve recommendation nos. 21.1, 21.2, 21.4,
and 21.5 with amending Condition of Approval No. 91 for the Development Plan, as noted on
page 10. The motion was seconded by Council Member Comerchero and electronic vote
reflected approval with the exception of Mayor Roberts who was absent.
City Attorney Thorson introduced and read by title only Ordinance No. 06-01.
MOTION: Council Member Naggar moved to approve recommendation no. 21.3. The motion
was seconded by Council Member Comerchero and electronic vote reflected approval with the
exception of Mayor Roberts who was absent.
DEPARTMENTAL REPORTS
22 Economic Development Department Monthlv Report
No additional comment.
23 Public Works Department Monthlv Report
No additional comment.
24 Police Department Monthlv Report
No additional comment.
25 Buildinq and Safetv Department Monthlv Report
No additional comment.
R:\Minutes\012406
21
26 Planninq Department Monthlv Report
No additional comment.
CITY MANAGER'S REPORT
No additional comment.
CITY ATTORNEY'S REPORT
City Attorney Thorson advised that there were no actions to report from Closed Session but
noted that any final action with regard to Closed Session Item NO.2 (Educational Campus
Project) would be brought to the City Council for final decision in open session.
ADJOURNMENT
At 12:17 AM. , the City Council meeting was formally adjourned to Tuesday, February 14, 2006,
at 5:30 P.M., for a Closed Session with the regular session commencing at 7:00 P.M., in the
City Council Chambers, 43200 Business Park Drive, Temecula, California.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
R:\Minutes\012406
22
ITEM NO.3
Approvals
City Attorney
Director of Finance
City Manager
V
/JIL
~
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Genie Roberts, Director of Finance
DATE:
February 28, 2006
SUBJECT:
List of Demands
PREPARED BY:
Pascale Brown, Senior Accountant
Reta Weston, Accounting Specialist
RECOMMENDATION:
That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA, CALIFORNIA, ALLOWING CERTAIN CLAIMS AND
DEMANDS AS SET FORTH IN EXHIBIT A
BACKGROUND: All claims and demands are reported and summarized for review and
approval by the City Council on a routine basis at each City Council meeting. The attached claims
represent the paid claims and demands since the last City Council meeting.
FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized
resources of the City and have been recorded in accordance with the City's policies and procedures.
Attachments: Resolution and List of Demands
RESOLUTION NO. 06-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA CALIFORNIA, ALLOWING CERTAIN CLAIMS AND
DEMANDS AS SET FORTH IN EXHIBIT A
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND
ORDER AS FOLLOWS:
Section 1. That the following claims and demands as set forth in Exhibit A, on file in the
office of the City Clerk, have been reviewed by the City Manager's Office, and that the same are
hereby allowed in the amount of $4,022,322.16
Section 2. The City Clerk shall certify the adoption of this resolution.
PASSED, APPROVED, AND ADOPTED this 28th day of February, 2006.
Ron Roberts, Mayor
Attest:
Susan W. Jones, MMC
Citry Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
Resolution No. 06-_ was duly and regularly adopted by the City Council of the City of Temecula
at a meeting thereof, held on the 28th day of February, 2006, by the following vote:
AYES:
COUNCILMEMBERS:
NOES:
COUNCILMEMBERS:
ABSENT:
COUNCILMEMBERS:
ABSTAIN:
COUNCILMEMBERS:
Susan W. Jones, MMC
City Clerk
CITY OF TEMECULA
LIST OF DEMANDS
02/09/2006 TOTAL CHECK RUN: $ 993,306.22
02/16/2006 TOTAL CHECK RUN: 2,613,197.91
02/09/2006 TOTAL PAYROLL RUN: 415,818.03
TOTAL LIST OF DEMANDS FOR 02/28/06 COUNCIL MEETING: $ 4,022,322.16
DISBURSEMENTS BY FUND:
CHECKS:
001 GENERAL FUND $ 1,646,240.16
165 RDA LOW/MOD - 20% SET ASIDE 24,597.34
190 COMMUNITY SERVICES DISTRICT 309,871.93
192 TCSD SERVICE LEVEL "B" STREET LIGHTS 50,499.41
193 TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE 147,082.24
194 TCSD SERVICE LEVEL "D" REFUSE/RECYCLING 883.32
196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 7,848.47
210 CAPITAL IMPROV PROJ FUND 1,288,702.19
280 REDEVELOPMENT AGENCY - CIP PROJECT 14,164.75
300 INSURANCE FUND 12,109.50
310 VEHICLES FUND 45,769.72
320 INFORMATION SYSTEMS 39,313.23
330 SUPPORT SERVICES 4,286.30
340 FACILITIES 14,774.07
460 CFD 88-12 DEBT SERVICE FUND 361.50
$ 3,606,504.13
001 GENERAL FUND $ 286,298.95
165 RDA LOW/MOD - 20% SET ASIDE 5,787.55
190 TEMECULA COMMUNITY SERVICES DISTRICT 79,295.74
192 TCSD SERVICE LEVEL B 105.02
193 TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE 5,016.66
194 TCSD SERVICE LEVEL D 826.95
196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 566.79
280 REDEVELOPMENT AGENCY - CIP PROJECT 2,769.10
300 INSURANCE FUND 1,218.05
320 INFORMATION SYSTEMS 22,788.66
330 SUPPORT SERVICES 3,362.19
340 FACILITIES 7,782.37
415,818.03
TOTAL BY FUND: $ 4,022,322.16
apChkLst Final Check List Page: 1
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor Description Amount Paid Check Total
636 02109/2006 000245 PERS - HEALTH INSUR PREMIUM PERS Health Admin Cost Payment 70,674.81
Blue Shield HMO Payment 0.00 70,674.81
637 02109/2006 000246 PERS (EMPLOYEES' PERS ER Paid Member Contr Payment 116,709.79 116,709.79
RETIREMENT)
638 02109/2006 000444 INSTATAX (EDD) State Disability Ins Payment 19,347.15 19,347.15
639 02109/2006 000283 INSTATAX (IRS) Federal Income Taxes Payment 76,263.23 76,263.23
640 02109/2006 001065 NATIONWIDE RETIREMENT Nationwide Retirement Payment 21,475.35 21,475.35
SOLUTION
641 02109/2006 000389 use M WEST (OBRA), OBRA - Project Retirement Payment 2,831.86 2,831.86
NATIONWIDE RETIREMENT
642 02109/2006 000642 TEMECULA CITY FLEXIBLE Child Care Reimbursement Payment 8,924.03
Child Care Reimbursement Payment 0.00 8,924.03
105399 02109/2006 001985 A E P (ASSOC OF ENVIRO PROF) Regist: CEQA Wrkshp:3/2:Brown,S. 120.00 120.00
105400 02109/2006 003552 AFLAC AFLAC Cancer Payment 2,385.20 2,385.20
105401 02109/2006 004973 ABACHERLI, L1NDI TCSD instructor earnings 680.00 680.00
105402 02109/2006 004064 ADELPHIA Feb high speed intemet svcs: CW 55.95
2/2-3/1 high speed internet svcs: TT 46.95 102.90
105403 02109/2006 008698 ADVANCED APPLIED Citywide Engineering & Trffc Surveys 9,900.00 9,900.00
ENGINEERING
105404 02109/2006 009010 ALEXANDER PACIFIC Electrical repairs @ Fire Stn 84 665.00 665.00
105405 02109/2006 009374 ALLEGRO MUSICAL VENTURES Theater piano tuning/maintain svcs 370.00 370.00
105406 02109/2006 006915 ALLIE'S PARTY EQUIPMENT misc equip. rentals:Erle Stanley event 640.50 640.50
105407 02109/2006 007280 AMERICAN MEDICAL RESPONSE- CPR & Heartsaver Cards: Fire Medics 180.00 180.00
AMR
105408 02109/2006 000747 AMERICAN PLANNING Mbshp: Harmony Linton 155312-120405 66.00 66.00
ASSOCIATION
Page:1
apChklst Final Check List Page: 2
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105409 02109/2006 008279 AMERICOMP IN FOSYSTEMS INC HP Notebook: Police Dept 1,661.96 1,661.96
105410 02109/2006 009701 APAULO MUSIC PRODUCTIONS Ticket Sells:Apaulo Christmas 3,164.29 3,164.29
105411 02109/2006 000101 APPLE ONE INC Temp help PPE 1/21 Kasparian 524.16
Temp help PPE 1/21 Shelton 436.80 960.96
105412 02109/2006 009703 ARMSTRONG, DOUG Reimb:Trffc Signal Sem:1/29-31/06 327.35 327.35
105413 02109/2006 001323 ARROWHEAD WATER INC Bottled wtr svcs @ City Hall 296.17
Bottled vvtr svcs @ Mntc Fac. 118.09
Bottled vvtr svcs @ CRC 51.23
Bottled vvtr svcs@T.Museum 41.75
Bottled vvtr svcs @ City Hall 39.86
Bottled vvtr svcs @ C. Museum 38.54
Bottled vvtr svcs @ Skate Park 17.23 602.87
105414 02109/2006 003203 ARTISTIC EMBROIDERY Youth Achievement Patches 430.46 430.46
105415 02109/2006 002648 AUTO CLUB OF SOUTHERN Membership: steve lankenau 93416891 46.00 46.00
CALIF
105416 02109/2006 002381 BEAUDOIN, LINDA Retirement Medical Payment 650.74 650.74
105417 02109/2006 002541 BECKER CONSTRUCTION SRVS Excavate,grade,pave flow line:Rwbw Cyn 7,335.00
INC
Replace grade ring for man hole 3,650.00 10,985.00
105418 02109/2006 003455 BROADCAST MUSIC INC Old Town Ann'l music license 644.00 644.00
105419 02109/2006 003222 BROCKMEIER, CAROL Retirement Medical Payment 650.74 650.74
105420 02109/2006 000128 BROWN & BROWN OF CALIF INC Insurance policy renewal:Comm Prop 4,276.00
Insurance policy renewal:1/04-1/07 3,510.00 7,786.00
105421 02109/2006 006908 C C & COMPANY INC MPSC Entertainment: Amazing Dana 195.00 195.00
105422 02109/2006 003138 CAL MAT PW patch truck materials 4,340.04 4,340.04
105423 02109/2006 005384 CALIF BAGEL BAKERY & DELI Refreshments:Council closed session 232.74 232.74
Page2
apChkLst Final Check List Page: 3
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105424 02109/2006 004248 CALIF DEPT OF JUSTICE- Aug 05 fingerprinting 10 svcs:Police 24.00 24.00
ACCTING
105425 02109/2006 004228 CAMERON WELDING SUPPLY Helium tank rental: TCC events 31.11 31.11
105426 02109/2006 002534 CATERERS CAFE refreshments:TCSD budget mtg 65.12 65.12
105427 02109/2006 006957 CITY TRAFFIC ENGINEERS Regist:TrffComm Wrkshp:4/1 :TAGY 170.00 170.00
ASSOC.
105428 02109/2006 009699 COALITION TO IMPROVE FY 05/06 Comm. Svcs Funding Prgm 2,000.00 2,000.00
EDUCATION
105429 02109/2006 004405 COMMUNITY HEALTH CHARITIES Community Health Charities Payment 150.00 150.00
105430 02109/2006 000447 COMTRONIX OF HEMET Portable Radio w/antenna:Police 14,934.15
Mobile radio w/antenna:Code Enforce 1,536.28 16,470.43
105431 02109/2006 004123 D L PHARES & ASSOCIATES Feb Lease: Police Storefront 2,394.18 2,394.18
105432 02109/2006 003272 DAISYWHEEL RIBBON Plotter Ribbon & Ink:GIS Division 496.77 496.77
COMPANY INC
105433 02109/2006 001393 DATA TICKET INC Dec parking citation processing svcs 476.66 476.66
105434 02109/2006 003945 DIAMOND ENVIRONMENTAL portable restroom:Redhwk Prk 57.16
SRVCS
portable restroom: Riverton Prk 57.16
portable restroom: Vail Ranch Prk 57.16
portable restroom: Veterans Prk 57.16
portable restroom: Lg Cnyn Prk 57.16 285.80
105435 02109/2006 004192 DOWNS COMMERCIAL FUELING Fuel for City vehicles:TCSD 1,487.06
INC
Fuel for City vehicles:PW mntc 1,163.81
Fuel for City vehicles:CIP/Land 499.05
Fuel for City vehicles:B&S 353.79
Fuel for City vehicles:Code 236.78
Fuel for City vehicles:Code Enf/Police 228.59
Fuel for City vehicles:TCSD/IS/CIP 108.90
Fuel for City vehicles: CIP 94.84
Fuel for City vehicles: PW Trffc 34.08
Fuel for City vehicles: Code Enforce 31.10 4,238.00
105436 02109/2006 001669 DUNN EDWARDS CORPORATION Supplies for graffiti removal 70.53 70.53
Page:3
apChkLst Final Check List Page: 4
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105437 02109/2006 000395 ECONOMIC DEVELOPMENT EDC Qtrly Lunch:2/23:8-staff 280.00 280.00
CORP
105438 02109/2006 009268 ELITE MUSIC WORKS OJ Depst: Father/Daughter Dance 100.00 100.00
105439 02109/2006 005251 EQUIPMENT REPAIR SERVICE Mobile equip repair svcs:PVV mntc 440.00 440.00
105440 02109/2006 000164 ESGIL CORPORATION Oct 05 Plan check svcs: B&S 155,276.64
Jun 05 Plan check svcs: B&S 73,740.65
Dec 05 Plan check svcs: B&S 54,015.34
Nov 05 Plan check svcs: B&S 24,758.40
Credit: Ovrchged Nov 05 plan ck svcs -9,797.66
Credit: Ovrchged Dec 05 plan ck svcs -23,144.82
Credit: Ovrchged Jun 05 plan ck svcs -35,058.87
Credit: Ovrchged Oct 05 plan ck svcs -59,550.86
Credit: Ovrchged Jul 04/Sep 05 plan ck -83,812.01 96,426.81
105441 02109/2006 001056 EXCEL LANDSCAPE Jan Idscp mntc: Sports Prk 42,912.29
Jan Idscp mntc: South Slopes 32,834.98
Jan Idscp mntc: North Slopes 24,155.34
Jan Idscp mntc: Medians 9,735.12
Jan Idscp mntc: CRC/City Facilities 7,779.64
Jan Idscp impr:Redhwk Medians 1,246.13 118,663.50
105442 02109/2006 000478 FAST SIGNS modications to library construction sign 113.46 113.46
105443 02109/2006 000165 FEDERAL EXPRESS INC Express mail services 263.45 263.45
Page:4
apChkLst Final Check List Page: 5
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105444 02109/2006 003347 FIRST BANKCARD CENTER
CALIF PARKS & RECREATION HP RegistCPRS Cf:3/16-17:Staff 3,439.00
SOC
NATIONAL FIRE SPRINKLER GY RegistSprinkler Sem:CR/MP 744.00
ASSN.
AMERICAN AIRLINES RR Airiare:RCTC Conf:217/06 472.70
NATIONAL LEAGUE OF CITIES JC Regist:NLC Ann'l Cf:3/11-15 400.00
CALIF CHAMBER OF COMMERCE GY Calif. Employee Posters 316.83
COSTUMES GALORE GY Cert. Trng Supplies: CM 146.73
JOHNNY CARINO'S LLC GY Refreshments: Union/Mgmt mtg 140.52
CALIF PARKS & RECREATION HP Membership: Martin Betz 140.00
SOC
BLACK ANGUS GY Refreshments:Trff Sfty Comm. 80.18
JOHNNY CARINO'S LLC HP Refreshments: Interview Panel 77.54
SHERATON HOTEL RR Prkg:SCAG Mtg:1/5:LA 22.00 5,979.50
105445 02109/2006 002982 FRANCHISE TAX BOARD Support Pmt Case # 573332729 599.37 599.37
105446 02109/2006 004178 FREEDOM SIGNS Fac Sign Prgm: The Banquet Room 1,616.25
Fac Sign Prgm: State Farm Insurance 1,589.32 3,205.57
105447 02109/2006 006956 FRY'S ELECTRONICS EE computer purchase prgm:Camberos 2,000.00 2,000.00
105448 02109/2006 007866 G C S SUPPLIES INC Printer toner supplies:Citywide 289.02
Printer toner supplies:Citywide 158.00 447.02
105449 02109/2006 000177 GLENNIES OFFICE PRODUCTS Office Supplies:TCSD 2,417.61 2,417.61
INC
105450 02109/2006 009608 GOLDEN VALLEY MUSIC Ticket Sells:Consort Chamber Orchestra 1,197.65 1,197.65
SOCIETY
105451 02109/2006 002107 HIGHMARK INC Voluntary Supp Life Insurance Payment 760.50 760.50
105452 02109/2006 000871 HILTON Htl: NFPA Class:3/27-30/06:Mansilla 352.65 352.65
105453 02109/2006 003198 HOME DEPOT, THE Hardware supplies & tools: TCSD 967.78
Hardware supplies: PW Mntc 176.96
Hardware supplies: TCSD 149.77
Hardware supplies: PW Mntc 62.50 1,357.01
PageS
apChkLst Final Check List Page: 6
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105454 02109/2006 003198 HOME DEPOT, THE Res impr prgm: Murphy, Sean/Shannon 654.14 654.14
105455 02109/2006 004217 HYDRO TEK COMPANY Pressure washers parts:PW mntc 465.85
Credit:Returned Ultra wand gun -299.55 166.30
105456 02109/2006 000194 Ie M A RETIREMENT-PLAN I C M A Retirement Trust 457 Payment 10,787.40 10,787.40
303355
105457 02109/2006 003857 IDEA ART INC Volunteer recognition invitation paper 128.42 128.42
105458 02109/2006 001407 INTER VALLEY POOL SUPPLY Jan Pool sanitizing chemicals 2,672.92 2,672.92
INC
105459 02109/2006 003296 INTL CODE COUNCIL Membership: Anthony J. Elmo 60.00 60.00
105460 02109/2006 001091 KEYSER MARSTON ASSOCIATES Jan affordable housing svcs 1,258.74 1,258.74
INC
105461 02109/2006 000209 L & M FERTILIZER INC Facilities mntc supplies: Fire 43.01
2000 watt portable generator: TCSD 1,076.42 1,119.43
105462 02109/2006 001085 L N CURTIS & SONS Fire Stn 73 smoke machine fluid 340.59 340.59
105463 02109/2006 002519 LAB SAFETY SUPPLY INC Misc. safety supplies for PW mntc 2,041.70 2,041.70
105464 02109/2006 006744 LAMAR CORPORATION, THE Old Town billboard change-out 500.00 500.00
105465 02109/2006 003286 LIBRARY SYSTEMS & SERVICES Jan svcs-library system agrmnt 11,754.46
Jan svcs-library system agrmnt 1,285.05 13,039.51
105466 02109/2006 003726 LIFE ASSIST INC Jan Paramedic Medical Supplies 3,382.86 3,382.86
105467 02109/2006 004807 LINE X OF TEMECULA Bedliner for 2006 Ford F-150:Code Enf 436.63 436.63
105468 02109/2006 004087 LOWES INC Hardware supplies:Theater 99.85 99.85
105469 02109/2006 006182 Me M CONSTRUCTION, INC. Rei Stp Ntc: C-18/R.C. Bridge 11,079.24 11,079.24
105470 02109/2006 003782 MAIN STREET SIGNS street name signs/hardware: PW Maint 282.84 282.84
105471 02109/2006 004141 MAINTEX INC custodial supplies: City Hall 206.92
custodial supplies: Old Town 203.36 410.28
Page:6
apChkLst Final Check List Page: 7
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105472 02109/2006 001967 MANPOWER TEMPORARY temp help PPE 1/22 JD/JH/DH/KN 3,325.44 3,325.44
SERVICES
105473 02109/2006 000220 MAURICE PRINTERS INC Temecula Citizen Corps Brochure 893.25 893.25
105474 02109/2006 003800 MCLAUGHLIN ENGINEERING relocation expenses: McLaughlin Eng 11,000.00 11,000.00
105475 02109/2006 006571 MELODY'S AD WORKS marketing svcs: Bluegrass Festival 1,500.00 1,500.00
105476 02109/2006 003076 MET LIFE INSURANCE COMPANY MetLife Dental Insurance Payment 8,492.58 8,492.58
105477 02109/2006 007669 MILES, KATRINA TCSD Instructor Earnings 437.50 437.50
105478 02109/2006 008091 MILLMORE'S WAA CREW City vehicles detailing svcs: PW Depts. 125.00
City vehicles detailing svcs: PW Depts. 100.00 225.00
105479 02109/2006 001892 MOBILE MODULAR Jan modular bldg rental:Fire Stn 92 832.40
Dec modular bldg rental:Fire Stn 92 832.40 1,664.80
105480 02109/2006 007011 MORRIS MYERS MAINTENANCE Jan maint svcs:park r.r.lpicnic shelters 5,354.00 5,354.00
105481 02109/2006 000230 MUNIFINANCIAL Jan-Mar assessment admin: TCSD 5,092.70 5,092.70
105482 02109/2006 001986 MUZAK -SOUTHERN CALIFORNIA Feb "on-hold" phone music:Old Town 69.11 69.11
105483 02109/2006 000727 NATIONAL FIRE PROTECTION Automatic Sprinkler SysN.M. 3/27-3/30 1,345.00 1,345.00
ASSN
105484 02109/2006 000727 NATIONAL FIRE PROTECTION Mbshp: G. Patterson 2R-735-16 135.00 135.00
ASSN
105485 02109/2006 000233 NELSON, SHAWN reimb: Jan internet svcs 44.95 44.95
105486 02109/2006 009698 NICHOLAS J. YPHANTIDES, INC Speaking fee for Balancing Work/Health 1,173.00 1,173.00
105487 02109/2006 008528 NICHOLS, MELBURG & ROSETTO Dec consulting svcs: Civic Center Complex 35,920.00 35,920.00
Page:?
apChkLst Final Check List Page: 8
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105488 02109/2006 006721 OFFICEMAX - A BOISE COMPANY misc office supplies: Finance 175.34
misc office supplies: Finance 35.05
misc office supplies: Finance 32.10
misc office supplies: Finance 19.01
misc office supplies: Finance 16.91
misc office supplies: Finance 8.76
credit: return office supplies: Finance -56.78 230.39
105489 02109/2006 002105 OLD TOWN TIRE & SERVICE City Vehicle RepairlMaint SYCS 889.97
City Vehicle Repair/Maint svcs 269.69
City Vehicle Repair/Maint svcs 213.90
City Vehicle Repair/Maint svcs 123.70 1,497.26
105490 02109/2006 009694 ONSTAGE MUSICALS The Musicals & The Movies 6,197.72 6,197.72
105491 02109/2006 002256 P & 0 CONSULTANTS INC Dec temp help svcs: Henderson 10,941.48 10,941.48
105492 02109/2006 004069 PAL OFFICE PRODUCTS Service IBM typewriter: B&S 85.00 85.00
105493 02109/2006 003218 PELA Noy Idscp plan ck SYCS 10,755.00
Dec Idscp plan ck svcs: Multi-Purpose 1,260.00 12,015.00
105494 02109/2006 001958 PERS LONG TERM CARE PERS Long Term Care Payment 288.55 288.55
PROGRAM
105495 02109/2006 000249 PETTY CASH Petty Cash Reimbursement 305.69 305.69
105496 02109/2006 001999 PITNEY BOWES Pitney Bowes Postage meter rental 05/06 1,582.00
Postage Meter & Scale Maintenance 165.00 1,747.00
105497 02109/2006 009161 POLETTI, GUSTAVO TCSD Instructor Earnings 696.94 696.94
105498 02109/2006 005820 PRE-PAID LEGAL SERVICES INC PrePaid Legal Services Payment 385.65 385.65
105499 02109/2006 003493 PRO-CRAFT Res ImplY Prgm: Corwin, Patricia 3,173.00 3,173.00
105500 02109/2006 005075 PRUDENTIAL OVERALL SUPPLY Dec uniform/flr mtltvvi rentals:City 1,465.43
credit: charges not per contract -66.83 1,398.60
105501 02109/2006 004318 R J BULLARD CONSTRUCTION Jan prgs 3:Barrier Rail Replacement 0109 1,617.20 1,617.20
INC
Page:8
apChkLst Final Check List Page: 9
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105502 02109/2006 000262 RANCHO CALIF WATER DISTRICT Various Water Meters 73.94
Jan 01-08-38009-0 Overland Tr 56.21
Various Water Meters 9,742.40
Various Water Meters 615.38
Various Water Meters/Fire stn 73 230.95
Jan 01-05-11040-1 Maint Fac 76.83 10,795.71
105503 02109/2006 002654 RANCHO FORD LINCOLN 2006 2VVD 1 Ton Utility Truck: PW 26,080.80 26,080.80
MERCURY
105504 02109/2006 004584 REGENCY LIGHTING electrical supplies: Parking Lot Lamps 666.93
electrical supplies: City Hall 514.10
electrical supplies: CRCfTCSD 381.44
electrical supplies: TCSD Park Sites 378.81
electrical supplies: Parking Lot Lamps 333.46
electrical supplies: Old Town 231.32
electrical supplies: Old Town 226.96
electrical supplies: TCSD Park Sites 135.D7
electrical supplies: T V Museum 112.06
electrical supplies: CRC 107.45
electrical supplies: TCSD Park Sites 102.93
electrical supplies: T V Museum 57.15
electrical supplies: TCSD Park Sites 17.22
electrical supplies: TCSD Park Sites 17.22 3,282.12
105505 02109/2006 007402 RICHARD BRADY & ASSOCIATES Dec prof svcs: Maint Fac Expan 16,991.30 16,991.30
105506 02109/2006 000418 RIVERSIDE CO CLERK & Res ImplY Prgm: Webster, Donna 54.00 54.00
RECORDER
105507 02109/2006 000357 RIVERSIDE CO Traff Sgl/Lgt Maint FY04-05-final 9,026.87 9,026.87
TRANSPORTATION
105508 02109/2006 006432 RIVERSIDE COMM. COLLEGE Prev 1A: Lorri Larson 3/20-3/24/06 130.00 130.00
DIST.
105509 02109/2006 003587 RIZZO CONSTRUCTION INC Furnish/install pipe handrail - theater 5,810.00
Minor const: MacArthur Bldg 1,068.00 6,878.00
105510 02109/2006 000873 ROBERTS, RONALD H. reimb: League of Cities Conf. 2/1 & 212 18.00 18.00
105511 02109/2006 007582 SAFEGUARD DENTAL & VISION SafeGuard Vision Plan Payment 1,018.87 1,018.87
105512 02109/2006 008693 SALAZAR, DONALD (SWD 000053) Support Payment 283.50 283.50
Page:9
apChkLst Final Check List Page: 10
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105513 02109/2006 005227 SAN DIEGO COUNTY OF Support Payment Case # DF099118 25.00 25.00
105514 02109/2006 008470 SAN DIEGO HARBOR Excursion: 2/16/06 Conf# 123732 420.00 420.00
EXCURSION
105515 02109/2006 006815 SAN DIEGO, COUNTY OF Support Payment Account # 581095025 12.50 12.50
105516 02109/2006 008529 SHERIFF'S CIVIL DIV - CENTRAL Support Payment LO File # 2005033893 150.00 150.00
105517 02109/2006 004609 SHREDFORCE INC Jan doc. shredding svcs: Police 32.50 32.50
105518 02109/2006 007342 SHUTE, MIHALY & WEINBERGER Dec '05 legal services payment 2,464.20 2,464.20
LLP
105519 02109/2006 000645 SMART & FINAL INC misc. Supplies: High Hope Program 210.30
refreshments: Team PACE events 157.42
misc supplies:Finance 100.50
recreation supplies: family fun nights 23.29 491.51
105520 02109/2006 002718 SO CALIF CITY CLERKS ASSN Focused Education: S. Jones 3/24/06 35.00 35.00
105521 02109/2006 000537 SO CALIF EDISON Feb 2-02-351-5281 CRC 4,409.28
Jan 2-27-805-3194 Comm Theater 3,033.47
Dec 2-19-683-3263 Old Tovvn Front St 1,413.62
Jan 2-05-791-8807 various meters 1,392.73
Jan 2-00-397-5067 various meters 1,155.99
Jan 2-20-798-3248 C. Museum 1,038.09
Feb 2-10-331-2153 TCC 616.02 13,059.20
105522 02109/2006 001212 SO CALIF GAS COMPANY Jan 091-085-1632-0T.E.S. Pool 5,168.79 5,168.79
105523 02109/2006 007762 STANDARD OF OREGON Mandatory Life Insurance Payment 2,695.00 2,695.00
105524 02109/2006 006145 STENO SOLUTIONS Jan transcription srvcs: Police 1,662.72 1 ,662.72
TRANSCRIPTION
105525 02109/2006 009662 STERNBERG VINTAGE LIGHTING 50% Deposit on Light Pole 961.00 961.00
105526 02109/2006 009061 STURDIVANT, ANGELA P. TCSD Instructor Earnings 470.40
TCSD Instructor Earnings 369.60
TCSD Instructor Earnings 100.80 940.80
Page:10
apChkLst Final Check List Page: 11
02/0912006 12:09:55PM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105527 02109/2006 009700 TABLAN, EDGAR Refund: Security Deposit CRC 150.00 150.00
105528 02109/2006 000305 TARGET BANK BUS CARD SRVCS Misc. Supplies: PW 875.84
Supplies: Father/Daughter Date Night 242.06
Misc Supplies: Children's Museum 234.94
Misc Supplies: MPSC 91.79
Misc Supplies: Children's Museum 46.58 1,491.21
105529 02109/2006 001547 TEAMSTERS LOCAL 911 Union Dues Payment 4,640.00 4,640.00
105530 02109/2006 006465 TEMECULA AUTO REPAIR City vehicle repair/maint svcs: Fire Prev 1,030.13
City vehicle repair/maint svcs: Code Enf 303.03
City vehicle repair/maint svcs: Code Enf 177.50
City vehicle repair/maint svcs: Fire Prev 97.27
City vehicle repair/maint svcs: Fire Prev 71.49 1,679.42
105531 02109/2006 000168 TEMECULA FLOWER CORRAL Flowers from City Council/Sunshine Fund 263.82 263.82
105532 02109/2006 005412 TEMECULA GARDEN & POWER small equip repairs/parts: PW Maint 326.72
small equip repairs/parts: PW Maint 32.84 359.56
105533 02109/2006 000515 TEMECULA VALLEY CHAMBER Theater Rental for Meeting 2/2106 370.00 370.00
OF
105534 02109/2006 000311 TEMECULA VALLEY HIGH Astronomy Night Donations 213/06 80.00 80.00
SCHOOL
105535 02109/2006 004274 TEMECULA VALLEY SECURITY locksmith services: Margarita Park 249.39
CENTR
locksmith services: Harveston Park 241.63
locksmith services: Police 60.53
locksmith services: Comm .Theater 13.47
debit memo: miscalculation on inv 49559 3.88 568.90
105536 02109/2006 000919 TEMECULA VALLEY UNIFIED Nov'05 City vehicles fuel usage 1,226.71
SCHOOL
use fees/custodian Safety Expo & K9 902.50 2,129.21
105537 02109/2006 004030 TEMECULA VOLUNTEER FIRE Reimb: volunteer support/equip/supplies 4,226.34 4,226.34
DEPT
105538 02109/2006 000319 TOMARK SPORTS INC sports equipment: TCSD Sports Prgm 1,114.52 1,114.52
105539 02109/2006 004913 TOP DAWG TERMITE COMPANY Termite Inspection: TCC 70.00
Termite Inspection: eRe 70.00
Termite Inspection: Museum & Chapel 70.00 210.00
Page:11
apChkLst
02/0912006
12:09:55PM
Final Check List
CITY OF TEMECULA
Page: 12
Bank: union UNION BANK OF CALIFORNIA
(Continued)
Check # Date
Vendor
Description
Amount Paid
105540 02109/2006 007433 TOVEY SHULTZ CONSTRUCTION release partial retention: Community Thtr
INC
48,730.49
Check Total
Rei Stp Ntc:MW SausselRoripaugh Fire
1,255.29
105541 02109/2006 008641 TRUSCOTT, DOREEN
Reimb:Crash Zone Training Tuition
590.00
105542 02109/2006 007766 UNDERGROUND SERVICE ALERT Feb undrgrnd SYCS alert tickets:PW
182.40
105543 02109/2006 004981 UNISOURCE SCREENING &
1/16-1/31/06 bckgrnd screening SYCS
216.75
105544 02109/2006 000325 UNITED WAY
United Way Charities Payment
222.15
105545 02109/2006 004819 UNUM LIFE INS. CO. OF AMERICA LongTerm Disability Payment
7,966.40
105546 02109/2006 006807 VANIR CONSTRUCTION Dec const mgmt: Roripaugh Fire Stn
105547 02109/2006 004261 VERIZON Feb var. City phone lines/general usage
105548 02109/2006 004279 VERIZON CALIFORNIA INC. Jan access-C. Museum phone line
Jan access-CRC phone line
105549 02109/2006 003835 WEST COAST SAFETY SU PPL Y Parts/Service: PW Maint Diy.
CO.
105550 02109/2006 007949 WESTERN ARTS ALLIANCE WAA Membership: Herman Parker
105551 02109/2006 009702 WESTMAR COMMERCIAL FY 04/05 CFD 88-12 Reimbursement
BROKERAGE
105552 02109/2006 009512 WURMS JANITORIAL SERVICES, Feb janitorial svcs: MPSC
INC
15,523.10
334.07
437.76
352.64
1,555.87
85.00
2,771.25
790.27
105553 02109/2006 005027 WYNDHAM HOTEL
Htl:4123-26:WolnicklAdams:CALED Cf
1,129.08
Grand total for UNION BANK OF CALIFORNIA:
49,985.78
590.00
182.40
216.75
222.15
7,966.40
15,523.10
334.07
790.40
1,555.87
85.00
2,771.25
790.27
1,129.08
993,306.22
Page:12
apChkLst Final Check List Page: 1
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA
Check # Date Vendor Description Amount Paid Check Total
105554 02116/2006 001985 A E P (ASSOC OF ENVIRO PROF) Membership: Stephen Brovvn 120.00 120.00
105555 02116/2006 004064 ADELPHIA 2/11-3/10 high speed internet svcs:RR 46.95
2/14-3/13 high speed internet svcs:ME 46.95 93.90
105556 02116/2006 001916 ALBERT A WEBB ASSOCIATES Weed Abatement 05 ann'llevy 3,298.55
Credit:Dispute agreement to pay half -1,649.28 1,649.27
105557 02116/2006 005530 AMADOR, PETER FY 04/05 CFD 88-12 reimbursement 214.96
FY 03/04 CFD 88-12 reimbursement 192.16 407.12
105558 02116/2006 001375 AMERICAN CONSTRUCTION Membership: Jack Hodson 005072 125.00 125.00
105559 02116/2006 004240 AMERICAN FORENSIC NURSES Feb Stand-by DUI Drug & Alcohol 600.00
Dec/Jan DUI Drug & Alcohol Screening 542.00
Dec/Jan DUI Drug & Alcohol Screening 525.00 1,667.00
105560 02116/2006 002187 ANIMAL FRIENDS OF THE Jan 06 Animal control services 12,500.00 12,500.00
VALLEYS
105561 02116/2006 000101 APPLE ONE INC Temp help PPE 1/28 Kasparian 655.20
Temp help PPE 1/28 Shelton 546.00 1,201.20
105562 02116/2006 002648 AUTO CLUB OF SOUTHERN Membership: A. Martinez 98805035 46.00
CALIF
Membership: Dave Thurman 04617210 46.00 92.00
105563 02116/2006 002648 AUTO CLUB OF SOUTHERN Membership: Jean Voshall13298563 46.00 46.00
CALIF
105564 02116/2006 003215 BARCLAYS LAW PUBLISHERS Subscription: T19 Public Safety 104.00 104.00
105565 02116/2006 009714 BOEHM, DEBRA Refund:Eng depst:43976 Calle De Velardo 995.00 995.00
105566 02116/2006 009437 BRENNER FIELDER & ASSOC, Parts for Harveston lake fountain 36.16 36.16
INC
105567 02116/2006 000484 CALIF ASSN FOR LOCAL Membership: James O'Grady 05-06 80.00 80.00
ECONOMIC
105568 02116/2006 000924 CALIF ASSOC OF PUBLIC Membership: Mary Vollmuth 846 130.00 130.00
105569 02116/2006 008613 CALIF BANK & TRUST Rei Retention Esrw 2160075819 Wolf Crk 87,719.10 87,719.10
Page:1
apChkLst Final Check List Page: 2
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105570 02116/2006 000647 CALIF DEPT OF CONSUMER Membership: Steven Beswick 41786 125.00 125.00
AFFAIRS
105571 02116/2006 000413 CALIF DEPT OF FISH & GAME Permit:Streambed alteration:Multi-trail 1,390.50 1,390.50
105572 02116/2006 000398 CALIF MUNI TREASURERS ASSN Mbshp: Genie Roberts/Karin Grance 120.00 120.00
105573 02116/2006 006768 CALIF REGIONAL WATER Permit: Clean \lVl:r Act:Multi-trail 3,750.00 3,750.00
QUALITY
105574 02116/2006 002534 CATERERS CAFE Refreshments: Budget Wrkshp 75.52 75.52
105575 02116/2006 009640 CERTIFION CORPORATION 2- unlimited access to the EPO 87.10 87.10
105576 02116/2006 000137 CHEVRON USA INC City vehicles fuel:Police 778.15
City vehicles fuel:PoIice\CM 308.34 1,086.49
105577 02116/2006 005417 CINTAS FIRST AID & SAFETY First aid supplies: City Hall 33.50 33.50
105578 02116/2006 000442 COMPUTER ALERT SYSTEMS Mntc Facility Beams evaluation 200.00 200.00
105579 02116/2006 006303 CONDUrT NETWORKS, INC On site network consulting svcs 6,000.00 6,000.00
105580 02116/2006 003986 COZAD & FOX INC Design Svcs:Pala Rd Impr Phase II 1,820.00 1,820.00
105581 02116/2006 009545 DC HUBBS CONSTRUCTION Guard rail installation:Front Street 1,019.52 1,019.52
105582 02116/2006 003272 DAISYWHEEL RIBBON Plotter Ribbon & Ink:GIS Division 249.72 249.72
COMPANY INC
105583 02116/2006 000684 DIEHL EVANS & COMPANY LLP FY 04/05 City auditlCAFR svcs 5,000.00
TOT Tax Audits for several Hotels 4,600.00 9,600.00
105584 02116/2006 008230 DOUGLAS E BARNHART INC 12/26-1/30 Prgss:WoIf Crk Sprts Cmplx 789,537.00
Credit: Ovrchged Chg Order #1 -62.10 789,474.90
105585 02116/2006 001669 DUNN EDWARDS CORPORATION Supplies for graffiti removal 94.94 94.94
105586 02116/2006 009268 ELITE MUSIC WORKS OJ for Father/Daughter Date Night 300.00 300.00
Page2
apChkLst Final Check List Page: 3
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105587 02116/2006 009268 ELITE MUSIC WORKS OJ for Father/Daughter Date Night 200.00 200.00
105588 02116/2006 009268 ELITE MUSIC WORKS OJ Depst: Father/Daughter Dance 100.00 100.00
105589 02116/2006 002939 ENVIRONMENTAL SYSTEMS Led GIS Trng:216-10/06:Ross 2,250.00
RESEARCH
Led GIS Trng:216-10/06:Degange 2,250.00 4,500.00
105590 02116/2006 001056 EXCEL LANDSCAPE Jan Idscp impr:Old Town 2,781.00
Jan Idscp impr:City's Slopes 808.18 3,589.18
105591 02116/2006 000165 FEDERAL EXPRESS INC Jan 18-23 Express mail services 245.22
Jan 25-31 Express mail services 154.56 399.78
105592 02116/2006 004000 FENCING BY ACREY INC Res Imp Prgm: Matuzak, Jeffrey 2,790.00 2,790.00
105593 02116/2006 003347 FIRST BANKCARD CENTER
000867 WESTIN HOTEL, THE SN Htl:League CM \l\lkshp:2/1-3 506.04
001193 COMP USA INC TT Computer supplies:Wrls/HP 441.71
000867 WESTIN HOTEL, THE JO Htl:League CM \l\lkshp:2/1-3 440.88
000845 NATIONAL LEAGUE OF CITIES ME RegistNLC Ann'l Cf:3/11-15 400.00
009723 HEARTLAND SERVICES, INC. TT Computer supplies for Fire Prevo 328.67
008465 JETBLUE AIRWAYS ME Airiare:NLC Ann'l Cf:3/11-15 298.60
CORPORATION
006364 BARNES AND NOBLE STORE TT Books:VBlPocket PC/MS Prjts 223.67
007341 SOUTH COAST WINERY, INC. JO Refreshments: Civic Center Mtg 207.98
009722 SYNERGY GLOBAL INC. TT Rackmount keyboard w/touch pad 171.49
001500 SAN DIEGO REGIONAL TRAIN TT Regist:Proofreading Sem:1/17:Hall 135.00
CTR
007517 PECHANGA RESORT & CASINO WH Refreshments: PW safety mtg 132.50
001171 ORIENTAL TRADING COMPANY SJ Visitors supplies 121.25
INC
009023 MARKERTEK VIDEO SUPPLY TT Council chambers utility shelf 71.58
004074 PARTY CITY OF TEMECULA INC SJ Paper goods supplies 60.21
009719 ARROYO CHOP HOUSE SN Meal:League CM \l\lkshp:2/1-3 48.19
000418 RIVERSIDE CO CLERK & SJ Certified official records request 30.00
RECORDER
009720 STARBUCKS CORPORATION SJ Coffee for Council Closed Session 24.00
007218 SWING INN CAFE JO Refreshments:Business Expansion Mtg 16.49 3,658.26
Page:3
apChkLst Final Check List Page: 4
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105594 02116/2006 008416 FRONTBRIDGE TECHNOLOGIES Jan Citywide E-mail Spam Filtering 287.50 287.50
INC
105595 02116/2006 004514 G T S I CORP Computer mount for Fire vehicle 309.21 309.21
105596 02116/2006 009715 GALVIN, GRETCHEN Refund: Kidz Love Soccer 55.00 55.00
105597 02116/2006 005947 GOLDEN STATE OVERNIGHT Express Mail Service: Fire Prevo 47.27 47.27
105598 02116/2006 000175 GOVERNMENT FINANCE Publications:Elecled Officials/EE Ben 56.00 56.00
OFFICERS
105599 02116/2006 005311 H20 CERTIFIED POOL WATER CRCfTES Jun pool cleaning svcs 1,700.00 1,700.00
SPCL.
105600 02116/2006 004053 HABITAT WEST INC Biological Svcs:Long Canyon Basin 216.67 216.67
105601 02116/2006 000186 HANKS HARDWARE INC Hardware supplies: Theater 2,861.66
Hardware supplies: TCSD 1,324.52
Hardware supplies: TCC 431.67
Hardware supplies: Aquatics 363.36
Hardware supplies: PW Mntc 211.90
Hardware supplies: T.Museum 207.08
Hardware supplies: CRC 200.48
Hardware supplies:TCSD Fac. 166.45
Hardware supplies: PW mntc/trffc 107.76
HARDWARE SUPPLIES: MPSC 79.59
Hardware supplies: T.Museum 74.19 6,028.66
105602 02116/2006 002372 HARMON, JUDY TCSD instructor earnings 249.90 249.90
105603 02116/2006 001135 HEAL THPOINTE MEDICAL Dec 05 Pre-employment physicals 75.00 75.00
GROUP INC
105604 02116/2006 003198 HOME DEPOT, THE Hardware supplies: TCSD 640.15
Hardware supplies: PW Mntc 166.64 806.79
105605 02116/2006 003198 HOME DEPOT, THE Res impr prgm:Portillo, Daniel & Maryann 478.00 478.00
105606 02116/2006 001517 HORIZON HEALTH EE assist. prgm confidential services 812.16 812.16
105607 02116/2006 003624 HOWELL, ANN MARIE Retail Insert For Media Kit 1,508.50
Design online business resource flier 646.50 2,155.00
Page:4
apChkLst Final Check List Page: 5
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105608 02116/2006 003857 IDEA ART INC Volunteer recognition invitation paper 87.78 87.78
105609 02116/2006 001123 INDUSTRIAL DISTRIBUTION Street marking paint supplies:PW 282.65 282.65
GROUP
105610 02116/2006 008192 IREY, STEPHANIE S. FY 04/05 CFD 88-12 Reimbursement 840.13 840.13
105611 02116/2006 003266 IRON MOUNTAIN OFFSITE Records mgmt microfilm storage unit 276.50 276.50
105612 02116/2006 001186 IRWIN, JOHN TCSD instructor earnings 546.00
TCSD instructor earnings 441.00 987.00
105613 02116/2006 004265 JEWELL FENCE COMPANY Res Imp Prgm: Lopez, Betty 4,489.00
Credit:Exceeds PO Res:Lopez -19.00 4,470.00
105614 02116/2006 004908 JIFFY LUBE 1878 B&S vehicle oil change: 1210220 36.85
B&S vehicle oil change:1210222 36.85
B&S vehicle oil change:1 068962 33.50
B&S vehicle oil change:CA-363991 33.50
B&S vehicle oil change:1 068961 33.50 174.20
105615 02116/2006 000203 JOBS AVAILABLE INC Recruitment ads:Sr. Planner 163.20 163.20
105616 02116/2006 007671 JONES, MARYL YN TCSD instructor earnings 980.00 980.00
105617 02116/2006 004985 K WON INC Res Imp Prgm: Ricks, Ted & Zelia 2,280.00 2,280.00
105618 02116/2006 002424 KELLEY DISPLAY INC Car Show banners care svcs:Eco Devel 3,016.21
Grape banners care svcs:Eco Devel 419.60 3,435.81
105619 02116/2006 004413 KLAMATH BAY Crime Prevention promo items: Police 403.10 403.10
105620 02116/2006 003631 KLEINFELDER INC Dec Geotechnical Testg: Field Oper 3,329.00
Nov Geotechnical Testg: Field Oper 3,192.00 6,521.00
105621 02116/2006 004062 KUSTOM SIGNALS INC 4 -radio antenna installation kits 998.18
Sales Tax miscalculated 9.13 1,007.31
105622 02116/2006 004377 L 0 LYNCH WELLS & PUMP, INC Pump Mechanical seal kit 292.12 292.12
105623 02116/2006 001719 L PAINe Jan 06 Library Donor Related Issues 10,709.72 10,709.72
105624 02116/2006 007188 LAERDAL MEDICAL CORP. AED training books & supplies:Fire 362.80 362.80
PageS
apChkLst Final Check List Page: 6
02/1612006 11:49:47AM CITY OF TEMECUlA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105625 02116/2006 006744 lAMAR CORPORATION, THE Feb billboard lease-Old Town 2,900.00 2,900.00
105626 02116/2006 008910 lAW OFFICE Settlement agreement RIC40120B 98,311.00 98,311.00
ROSENSTEIN/HITZEMAN
105627 02116/2006 000210 lEAGUE OF CALIF CITIES Regist:Planners Institute:3/22-24:DH/EP 980.00 980.00
105628 02116/2006 009716 lEHMAN, MATT Refund: Security Depst: RR Sprts Prk 60.00 60.00
105629 02116/2006 000482 lEIGHTON CONSULTING INC Nov-Jan Geotechnical Svcs:Library 56,576.32 56,576.32
105630 02116/2006 002634 L1TELlNES INC Hygiene Lights:supplies & wall pack 636.63 636.63
105631 02116/2006 004141 MAINTEX INC custodial supplies: City Hall 214.68 214.68
105632 02116/2006 001967 MANPOWER TEMPORARY temp help w/e 12/11 JD/JH/DH/KN 3,305.69
SERVICES
temp help w/e 01/29 JD/JH/DH 3,149.72
temp help w/e 02/05 JD/JH/DH 2,655.02 9,110.43
105633 02116/2006 009711 MATIS, JENNIFER refund:Fairytale Princess Dance Class 132.00 132.00
105634 02116/2006 002693 MATROS, ANDREA TCSD Instructor Earnings 630.00 630.00
105635 02116/2006 000220 MAURICE PRINTERS INC 5000 City "Retail Inserts" for Media Kit 2,177.63 2,177.63
105636 02116/2006 009718 MAYFIELD, SANDIE supplies reimb: Tem. Family Justice Ctr 330.22 330.22
105637 02116/2006 009541 MEYER AND ASSOCIATES Jan dsgn svcs: TCC Expansion 1,380.00 1,380.00
105638 02116/2006 001905 MEYERS, DAVID WilLIAM TCSD Instructor Earnings 770.00
TCSD Instructor Earnings 382.90 1,152.90
105639 02116/2006 007210 MIDORI GARDENS Dec Idscp maint svcs: Parks/Harveston Lk 45,639.00
Dec Idscp maint svcs: TVHS Tennis Courts 590.00 46,229.00
105640 02116/2006 004951 MIKE'S PRECISION WELDING repair water slide gate @ CRC 450.00 450.00
INC.
105641 02116/2006 009710 MillER, RACHEL refund:Creative Beginnings for Parent & 94.00 94.00
Page:6
apChkLst Final Check List Page: 7
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105642 02116/2006 008091 MILLMORE'S WAA CREW City vehicle detailing services: B&S 130.00
credit: overchrg on City vehicle/B&S Opt -5.00 125.00
105643 02116/2006 001384 MINUTEMAN PRESS businesscards: K.Weissenm ayer/C.Zachary 86.74
stationery supplies: Planning 66.04
business cards: L. Bahr 43.37
business cards: Deputy D. Tinker 43.37 239.52
105644 02116/2006 005887 MOFFATT & NICHOL ENGINEERS Dec consultant svc: F.V. Pkwy/lntrchg 160,894.97 160,894.97
105645 02116/2006 004586 MOORE FENCE COMPANY remove/replace fence: Vail Ranch Channel 69,000.00 69,000.00
105646 02116/2006 009696 MOORE, RONALD J "Temecula Merchantile 1891" painting 3,000.00 3,000.00
105647 02116/2006 002257 MOST DEPENDABLE FOUNTAINS Drinking Fountain Parts: Park Sites 442.00 442.00
105648 02116/2006 007096 MUSICIANS WORKSHOP drum circle performance 2/11/06 200.00 200.00
105649 02116/2006 008820 NEIGHBORS NEWSPAPER Jun/Jul ads for the Antique Faire: RDA 274.00 274.00
105650 02116/2006 004512 NINYO & MOORE Dec geotech svcs:Barrier Rail Replace 649.00 649.00
105651 02116/2006 002139 NORTH COUNTY TIMES Jan recruitment adsTCSD/Cntrl SrvcslPW 1,081.38
Jan public ntcs: Planning/City Clerk 230.34
credit: late fee/pmt posted to wrong -3.65 1,308.07
105652 02116/2006 009570 o C B REPROGRAPHICS Dup Blueprints: Temecula Public Library 111.13
dup blueprints: Pavement Rehab - Diaz Rd 21.33 132.46
105653 02116/2006 003382 O'GRADY, JAMES B. reimb:League C.Mgr Mtg Cf2/1-3/06 38.31 38.31
105654 02116/2006 009694 ONSTAGE MUSICALS Feb Pennisillyum/OnStage Musicals Series 15,373.34 15,373.34
105655 02116/2006 001171 ORIENTAL TRADING COMPANY supplies for TEAM PACE event 2/14/06 159.55
INC
supplies for TEAM PACE event 2/14/06 101.50 261.05
105656 02116/2006 006073 PAPP, EMERY Reimb:'Working W/Cust." RegistK.Lecomte 169.00 169.00
105657 02116/2006 004538 PAULEY EQUIPMENT COMPANY equipment repair: TCSD Maint. 13.12 13.12
Page:?
apChkLst Final Check List Page: 8
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105658 02116/2006 003218 PELA Jan Tcsd Plan Check Services 3,500.00 3,500.00
105659 02116/2006 000249 PETTY CASH Petty Cash Reimbursement 241.36 241.36
105660 02116/2006 000580 PHOTO WORKS OF TEMECULA Jan photo mountings for T. Museum 64.61
Jan film/photo developing for CIP 12.04
Jan film/photo developing for CIP 12.04 88.69
105661 02116/2006 000253 POSTMASTER Express Mail & Postal Svcs 171.95
Express Mail & Postal Svcs 41.30 213.25
105662 02116/2006 000254 PRESS ENTERPRISE COMPANY Jan recruit ads:TCSD/Central Srvcs/PW 3,582.67
INC
Jan constr updated ad: PW 776.48 4,359.15
105663 02116/2006 003697 PROJECT DESIGN dsgn svcs:Pauba Rd Imprv Ph II/waterline 5,140.00 5,140.00
CONSULTANTS
105664 02116/2006 005075 PRUDENTIAL OVERALL SUPPLY Jan Uniform/Fir MtfTwl Rentals:City Facs 1,216.84
Credit: charges not per contract -42.76 1,174.08
105665 02116/2006 004529 QUAID TEMECULA HARLEY- Police motorcycle repair/maint svcs 2,150.34 2,150.34
DAVIDSON
105666 02116/2006 007852 QUINLAN PUBLISHING GROUP 1 yr subscrp:Grants for Cities 195.89
1 yr subscrp:Zoning Bulletin:Planning 156.81 352.70
105667 02116/2006 002012 ROO EQUIPMENT COMPANY misc. parts for PW backhoe equipment 1,427.15
part for PW backhoe equipment 1,400.75
credit: parts returned/PW -1,400.75
credit: parts returned/PW -1,400.75 26.40
105668 02116/2006 000728 RAMSEY BACKFLOW & median/parks/facility backflow repairs 1,607.00
PLUMBING
var slopes backflow repairs 478.00 2,085.00
105669 02116/2006 002072 RANCHO CALIF WATER DIST- Dpst:plan cklinspection fees:W.C. Fire 3,950.00 3,950.00
FEES
105670 02116/2006 000262 RANCHO CALIF WATER DISTRICT Various Water Meters 7,912.54
Various Water Meters 396.30
Various Water Meters 62.81 8,371.65
105671 02116/2006 002654 RANCHO FORD LINCOLN '06 F-150 Pick-Up Truck:Code Enforcement 17,716.01 17,716.01
MERCURY
105672 02116/2006 002110 RENTAL SERVICE rental equipment for PW Maint Div 157.33
CORPORATION
rental equipment for PW Maint Div 58.16 215.49
Page:8
apChkLst Final Check List Page: 9
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105673 02116/2006 009595 RHOADES CONSULTING TCSD Instructor Earnings 84.00 84.00
CONNECTION
105674 02116/2006 002412 RICHARDS WATSON & GERSHON Dec 2005 legal services 64,325.21 64,325.21
105675 02116/2006 000352 RIVERSIDE CO ASSESSOR Jan assessors maps: Bldg & Safety 12.00 12.00
105676 02116/2006 000353 RIVERSIDE CO AUDITOR Sep '05 parking citation assessments 1,810.50
Dec '05 parking citation assessments 1,755.00
Nov '05 parking citation assessments 1,046.50 4,612.00
105677 02116/2006 000418 RIVERSIDE CO CLERK & Jul-Dec copy fees: PW 5.00 5.00
RECORDER
105678 02116/2006 000267 RIVERSIDE CO FIRE Jul-Sept '05: Fire Services 355,150.02 355,150.02
DEPARTMENT
105679 02116/2006 004907 RIVERSIDE CO 7/1/05-12/31/05 Wc Frwy Strategic Study 20,111.31 20,111.31
TRANSPORTATION
105680 02116/2006 003587 RIZZO CONSTRUCTION INC install audio control booth alc sys: 8,900.00
remove/replace concrete pad @ CRC 1,175.00 10,075.00
105681 02116/2006 008515 SAM DE FAZIO'S GOODTIME entertainment:Senior Swing Sensation 400.00 400.00
BAND
105682 02116/2006 003492 SCHOLASTIC SPORTS, INC. City CPR/AED prgm ad: Fire Svcs 139.00 139.00
105683 02116/2006 008823 SILVER STAR PAINTING Res Imprv Prgm: Baird, Larry and Sara 1,666.46 1,666.46
105684 02116/2006 000645 SMART & FINAL INC rirshmnts: Team PACE event 2/14/06 127.23
recreation supplies: MPSC 112.D7 239.30
105685 02116/2006 000537 SO CALIF EDISON Feb 2-01-202-7330 various meters 50,379.48
Feb 2-01-202-7603 arterial street lights 18,114.08
Jan 2-05-791-8807 various meters 8,474.65
Feb 2-26-887-0789 Harveston Lake 872.47
Feb 2-10-331-1353 Fire stn 84 822.95 78,663.63
105686 02116/2006 000519 SOUTH COUNTY PEST CONTROL pest control services: Corte Talvera 84.00
INC
pest control svcs: Fire Stn 92 42.00 126.00
105687 02116/2006 007851 SOUTH COAST HEATING & AIR HVAC prey maint svcs: City Facilities 2,843.00
HVAC maintlrepair svcs: Fire Stn 92 156.00 2,999.00
105688 02116/2006 000293 STADIUM PIZZA Refreshments: SMART Prgm 8/15/05 47.84
refreshments: staff training/C.Museum 43.36 91.20
Page:9
apChklst Final Check List Page: 10
02/1612006 11:49:47AM CITY OF TEMECULA
Bank: union UNION BANK OF CALIFORNIA (Continued)
Check # Date Vendor Description Amount Paid Check Total
105689 02116/2006 009649 STATE ELECTRIC COMPANY motor for fountain pumps: Harveston lake 622.03
add'l motor for fountain pumps:Harv.lake 622.03 1,244.06
105690 02116/2006 003000 STATE WATER RESOURCES notice of intent filing fee:W.C.Fire 284.00 284.00
105691 02116/2006 001546 STRAIGHT LINE GLASS INC replace broken glass @ skate park office 612.90
replace broken glass in main hallway: 401.28 1,014.18
105692 02116/2006 007273 STUMPS PRINTING COMPANY supplies: Father/Daughter Date Night 83.94 83.94
INC
105693 02116/2006 009061 STURDIVANT, ANGELA P. TCSD Instructor Earnings 122.50 122.50
105694 02116/2006 009034 SWEETWATER UPHOLSTERY Vehicle Upholstery Repair: Bldg & Safety 153.70 153.70
105695 02116/2006 000305 TARGET BANK BUS CARD SRVCS recreation supplies: Family Fun Nights 133.25
supplies for TCSD special events 91.96
recreation supplies: Tiny Tots Program 62.72
recreation supplies: Children's Museum 20.68 308.61
105696 02116/2006 009500 TEMEC ELECTRONICS, INC Jan equipment supplies: PWTraffic 109.87
Dec electrical supplies: Park sites 71.65
Dec electrical supplies: Park sites 14.93 196.45
105697 02116/2006 006465 TEMECULA AUTO REPAIR City vehicle repair/maint svcs: 269.70
City vehicle repair/maint svcs: Fire 147.30 417.00
105698 02116/2006 000307 TEMECULA TROPHY COMPANY "Ronald Reagan Sports Park" Plaque 147.56 147.56
105699 02116/2006 004274 TEMECULA VALLEY SECURITY locksmith services: CRC 80.00
CENTR
locksm ith svcs: Parks 43.10 123.10
105700 02116/2006 003140 TEMECULA VALLEY TCSD Instructor Earnings 189.00
TAEKWONDO
TCSD Instructor Earnings 168.00
TCSD Instructor Earnings 42.00 399.00
105701 02116/2006 003633 TOLL ROADS, THE Oct-Jan toll roads usage 115.90 115.90
105702 02116/2006 005937 TOMCZAK, MARIA T. TCSD Instructor Earnings 91.00 91.00
105703 02116/2006 004913 TOP DAWG TERMITE COMPANY termite inspection @ MPSC 70.00 70.00
105704 02116/2006 003665 VARTEC SOLUTIONS INC Jan long distance phone svcs 2.42 2.42
Page:10
apChkLst
02/1612006
11:49:47AM
Final Check List
CITY OF TEMECULA
Page: 11
Bank: union UNION BANK OF CALIFORNIA
(Continued)
Check # Date Vendor
Description
Amount Paid
Check Total
105705 02116/2006 004261 VERIZON
Feb xxx-50n general usage
Feb xxx-1341 Com munity Theater
Feb xxx-1941 PTA CD TTACSD
Feb xxx-3851 general usage
Feb xxx-3910 1st St Irrigation
4,595.93
353.46
58.14
40.23
31.51
105706 02116/2006 009101 VISION ONE INC
Jan Showare ticket sales:Comm. Theater
501.60
105707 02116/2006 008445 WALT ALLEN ARCHITECT
Jan dsgn svcs: Police Promenade Mall Stn
785.50
105708 02116/2006 001342 WAXIE SANITARY SUPPLY INC TCC/MPSC/CRC Custodial Supplies 247.59
custodial supplies: City Hall 103.55
105709 02116/2006 003730 WEST COAST ARBORISTS INC 12/16-31/05 City tree trimming services 3,900.00
1/1-15/06 Tree Trimming Svcs: Margarita 2,163.50
10/27-28/05 tree removal: Pavillion 1,490.00
1/1-15/06 Tree Trimming Svcs: Crc 960.00
105710 02116/2006 000339 WEST PUBLISHING CORP Jan City Hall Judicial Updates 204.75
105711 02116/2006 000621 WESTERN RIVERSIDE COUNCIL January 2006 TUMF payment 541,648.89
OF
105712 02116/2006 002109 WHITE CAP INDUSTRIES INC misc maint supplies for PW Maint Div 15.20
105713 02116/2006 009721 WOMEN'S COUNCIL OF evening of wine/song performance 219/06 4,881.10
REALTORS
105714 02116/2006 009664 ZIEGLER & SON PUBLISHING Temecula mtg & event planners guide ad 495.00
Grand total for UNION BANK OF CALIFORNIA:
5,079.27
501.60
785.50
351.14
8,513.50
204.75
541,648.89
15.20
4,881.10
495.00
2,613,197.91
Page:11
ITEM NO.4
Approvals
City Attorney
Director of Finance
City Manager
v
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CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Debbie Ubnoske, Director of Planning
DATE:
February 28, 2006
SUBJECT:
First Amendment to Contract With SC Signs for Public Notice Sign Services
PREPARED BY:
Stephen Brown, Principal Planner
RECOMMENDATION: That the City Council approve the First Amendment to the Contract
with SC Signs for public notice sign services in the amount of $35,000.00 and authorize the Mayor
to execute the Agreement.
BACKGROUND: The Planning Department and the City Clerk's Office currently utilize
the services of SC Signs to provide public postings of development projects as required by the
Temecula Municipal Code. Both Departments have separate line items included within their
budgets to meet each Department's needs. This fiscal year both departments have experienced an
increased need for public postings. There have been a number of large projects which have
required numerous signs to be posted. Further, there have been continuances of these projects
which necessitated that the signs be left in place during the continuance period. Lastly, there was a
need to replace old worn out signs and to produce additional signs during this period of heavy
demand.
Both departments will exceed the original contract amount so staff is seeking Council approval to
amend the contract to finish out this fiscal year. Staff estimates that an additional $35,000.00 will be
needed to provide public posting for development projects which would put the total contract amount
for fiscal year 05-06 at $46,500.00. We estimate that the Planning Department may need to post 98
signs at a cost of $20,300.00 and the City Clerk's Office will post 11 signs costing $2,300.00. We
have also planned for a contingency posting of an additional 60 signs for the Planning Department
at a cost of $12,400.00.
FISCAL IMPACT:
budget.
Adequate funds are available in the Fiscal Year 2005-06 operating
ATTACHMENTS:
Contract Amendment
FIRST AMENDMENT TO AGREEMENT
BETWEEN CITY OF TEMECULA
AND S C SIGNS
FOR PUBLIC NOTICE SIGN SERVICES
THIS FIRST AMENDMENT is made and entered into as of February 28, 2006 by and
between the City of Temecula, a municipal corporation "City" and S C Signs "Contractor" In
consideration of the mutual covenants and conditions set forth herein, the parties agree as
follows:
1. This Amendment is made with respect to the following facts and purposes:
a. On July 1, 2005 the City and Contractor entered into that certain
agreement entitled "City of Temecula Agreement for Public Notice Sign Services" ("Agreement")
in the amount of $11 ,500.00.
b. The parties now desire to increase the payment for services in the
amount of Thirty-Five Thousand Dollars and No Cents ($35,000.00) and amend the Agreement
as set forth in this Amendment.
2. Section 4(a) of the Agreement is hereby amended to read as follows:
a. The City agrees to pay Contractor monthly, in accordance with the
payment rates and schedules and terms set forth in Exhibit B for services, attached hereto and
incorporated herein by this reference as though set forth in full. The first amendment amount
shall not exceed Thirty-Five Thousand Dollars and No Cents ($35,000.00) for a total contract
amount, of Forty-Six Thousand Five Hundred Dollars and No Cents ($46,500.00).
3. Except for the changes specifically set forth herein, all other terms and conditions
of the Agreement shall remain in full force and effect.
p:/Agreement Samples.Amendment.2003
1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF TEMECULA
BY:
Ron Roberts, Mayor
ATTEST:
BY:
Susan W. Jones, MMC, City Clerk
Approved as to Form:
BY:
Peter M. Thorson, City Attorney
CONTRACTOR:
S C Signs
Attention: Steve King
40050 Holden Circle
Temecula, CA 92591
Phone (951) 2474517
Fax (951) 693-2415
Cell Phone (951) 378-0832
BY:
NAME:
TITLE:
R:/purchasing/agreements.alliwin harvestoll.amend 1.fieldman 2002
2
EXHIBIT B
PAYMENT RATE AND SCHEDULE
Contractor shall be paid $85.00 per posted sign that displays the public hearing notice and
legible changeable copy showing hearing dates and project description for actual signs posted,
but in no event shall the total sum of payment exceed $37,000 annually.
Additionally, Contractor shall be paid $35.00 per reposted sign that display continued public
hearing notice.
R:/purchasing/agreements.alliwin harveston.amend 1.fieldman 2002
3
ITEM NO.5
Approvals
City Attorney
Director of Finance
City Manager
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CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
Authorize Temporary Street Closure of Third Street between Old Town Front
Street and Murrieta Creek for the Annual Old Town Bluegrass Festival event
scheduled for March 18 and 19,2006 and Delegate Authority to Issue a Special
Events/Street Closures Permit to the Director of Public Works/City
Engineer.Brief Description of the Item
PREPARED BY:
Ronald J. Parks, Deputy Director of Public Works
Steve Charette, Associate Engineer
RECOMMENDATION:
That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA, AUTHORIZING TEMPORARY STREET CLOSURE OF
THIRD STREET BETWEEN OLD TOWN FRONT STREET AND
MURRIETA CREEK FOR THE ANNUAL OLD TOWN BLUEGRASS
FESTIVAL EVENT SCHEDULED FOR MARCH 18 AND 19, 2006
AND AUTHORIZING THE DIRECTOR OF PUBLIC WORKS/CITY
ENGINEER TO ISSUE A SPECIAL EVENTS PERMIT INCLUDING
STREET CLOSURES
BACKGROUND: The Old Town Bluegrass Festival event is scheduled for March 18 and
19,2006 from 10:00 AM to 6:00 PM each day. The actual street closure will occur between the
hours of 6:00 AM and 6:00 PM daily. This event will include blue grass bands from California and
Arizona joining in a weekend of picking and fiddle playing. The Bluegrass Festival will offer
traditional Appalachian Bluegrass, fiddlers, and hybridized Country/Bluegrass bands. All
entertainment is free. The event will also include food vendors, craft vendors, children's programs
and exhibits.
The event will require assistance from the Public Works Department by providing support services
for the street closure, public safety monitoring, and the permit process.
Under Vehicular 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 necessaryforthe safety and protection of persons who are to use that portion of the street
during 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 this specific
event, Old Town Bluegrass Festival, 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 Public Works Department are included in
budgetary items.
ATTACHMENTS:
1.
2.
Resolution No. 2006_
Vicinity Map
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA, AUTHORIZING TEMPORARY STREET
CLOSURE OF THIRD STREET BETWEEN OLD TOWN
FRONT STREET AND MURRIETA CREEK FOR THE OLD
TOWN BLUEGRASS FESTIVAL EVENT SCHEDULED
FOR MARCH 18 AND 19, 2006 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 HEREBY RESOLVE
AS FOLLOWS:
WHEREAS, the California State Vehicular 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 Old Town Bluegrass Festival
event, for which such temporary street closure on Third Street between Old Town Front
Street and the Murrieta Creek promotes the safety and protection of persons using or
proposing to use that street for the special event; and
WHEREAS, the City Council desires to facilitate the issuance of permission to
temporarily close Third Street for the Old Town Bluegrass Festival event scheduled for
March 18 and 19, 2006; and,
NOW, WHEREAS, the City Council desires to authorize the Director of Public
Works/City Engineer to approve the temporary street closure of Third Street for the Old
Town Bluegrass Festival event, 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 the temporary
street closure of Third Street for the Old Town Bluegrass Festival event scheduled for
March 18 and 19, 2006, 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 this 28th day of February , 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 28th day of February, 2006, by the
following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
ITEM NO.6
Approvals
City Attorney
Director of Finance
City Manager
~
IJIl
Cf
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
TUMF Improvement Credit and Reimbursement Agreements between the City of
Temecula, the Western Riverside Council of Governments (WRCOG) and
Ashby, USA (Roripaugh Ranch Development)
PREPARED BY:
Beryl Yasinosky, Management Analyst
RECOMMENDATION:
That the City Council:
1. Approve the attached TUMF Improvement Credit and Reimbursement Agreements
between the City of Temecula, WRCOG and Ashby USA for the Roripaugh Ranch
Development in substantially the same format as attached.
2. Authorize the City Manager to execute the final Agreements.
BACKGROUND: Ashby USA, the developer of Roripaugh Ranch, desires to enter into a TUMF
Credit and Reimbursement Agreements with the City and WRCOG to ensure Roripaugh Ranch's
eligibility to offset their TUMF obligation in return for the construction of a 2.913 mile segment of
Butterfield Stage Road (between Murrieta Hot Springs and Rancho California Road).
Butterfield Stage Road is identified as a "secondary" facility of the TUMF Roadway Network and is
eligible for improvement funding with TUMF funds. According to the current TUMF Network Cost,
the maximum eligible TUMF credit/reimbursement for this roadway segment is $18,432,000. It is
anticipated that the actual cost of the roadway improvements will exceed the Developer's total
TUMF obligation. For purposes of the Credit and Reimbursement Agreements, all future building
permits in Roripaugh Ranch would be eligible to receive TUMF credits and a future reimbursement
may also be possible.
Credit Offset of TUMF Obliqation:
Staff has determined that the total TUMF obligation for Roripaugh Ranch is $13,351,188. This
calculation is based on 1,756 single-family residences (SFR) and 110,000 square feet of
retail/commercial development, as follows:
D 1,756 SFR x $7,248
D 110.000 Sq. Ft. x $5.67
D Total TUMF Obligation
=
$12,727,488
$ 623.700
$13,351,188
=
=
Maximum Eliqible Reimbursement above TUMF Obliqation:
When off-site network improvements are constructed in excess of the project's TUMF obligation, the
project may be reimbursed the difference in accordance with the TUMF Ordinance. For purposes
of the Credit/Reimbursement Agreement, the maximum eligible reimbursement is calculated as
follows:
D TUMF Obligation =
D Maximum TUMF Eliqible Amount =
D Maximum Potential Reimbursement =
$13,351,188
$18.432.000
($5,080,812)
TUMF Reimbursement and CFD 03-02:
In accordance with the City's TUMF Ordinance, the City may credit any TUMF Reimbursement
amount(s) to a recognized benefit district for that portion of the facility identified in both programs.
Pursuant to the provisions of the Credit and Reimbursement Agreements, the TUMF improvements
would fulfill the requirements of the Roripaugh Ranch CFD 03-02 for the aforementioned segment of
Butterfield Stage Road. Any reimbursement amounts would be credited directly to pay down the
CFD debt.
TUMF reimbursements are not guaranteed by WRCOG and will be considered annually with other
regional TUMF priorities.
FISCAL IMPACT: The objective of the TUMF Improvement Credit and Reimbursement
Agreements is to keep the TUMF dollars within the local jurisdictions by requiring developers to
construct the TUMF improvements rather than paying the TUMF obligation to WRCOG. By keeping
the TUMF dollars local, the City ensures that the improvements within Roripaugh Ranch are
completed when they are needed rather than having to compete with other communities for project
funding.
ATTACHMENTS:
1.
TUMF Improvement Credit and Reimbursement Agreements
RORIPAUGH RANCH PROJECT
TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
IMPROVEMENT AND CREDIT AGREEMENT
THIS IMPROVEMENT AND CREDIT AGREEMENT ("Agreement") is entered into
as of February 28,2006 by and between the CITY OF TEMECULA, a California municipal
corporation ("City"), ASHBY USA, LLC, a California limited liability company ("Ashby"),
DAVIDSON RORIP AUGH RANCH 122, LLC, a California limited liability company
("Davidson"), T ANAMERA RORIP AUGH, LLC, a California limited liability company
("Tanamera"), TANAMERA RORIPAUGH II, LLC, a California limited liability company
("Tanamera II"), TANAMERA TRADITIONS ("Traditions") and WESTERN RIVERSIDE
COUNTY COUNCIL OF GOVERNMENTS, a joint powers agency and council of governments
organized under the laws of the State of California ("WRCOG").
RECITALS
WHEREAS, Ashby is the master developer of approximately 800 acres of real property
located within the City known as the Roripaugh Ranch Specific Plan Area, which is more
specifically described in the legal description set forth in Exhibit "A" ("Property");
WHEREAS, Ashby, Davidson, Tanamera, Tanamera II, and Traditions each own
portions of the Property and shall collectively be referred to in this Agreement as the "Owners;"
WHEREAS, City has approved certain entitlements for a master-planned community of
the construction of up to 2,105 dwelling units on the Property, but is currently planned for 1,756
dwelling units, along with commercial development, school sites, parks, and open space
("Project");
WHEREAS, the land use entitlements for the Project consist of the Development
Agreement dated as of December 17, 2002 and the land use entitlements described therein,
including, but not limited to, the Roripaugh Ranch Specific Plan, as amended ("Development
Plan Approvals");
WHEREAS, as a condition to City's approval of the Project, City has required Owners to
construct certain parks, school sites, fire station, flood control and transportation system
improvements set forth in the Development Plan Approvals ("Required Improvements");
WHEREAS, by separate agreements, Davidson, Tanamera, Tanamera II, and Traditions
have each designated Ashby a8 the party responsible for the construction of all Required
Improvements for the Property and each acknowledge and agree that their respective rights under
the Development Plan Approvals are dependent on the Required Improvements being completed;
WHEREAS, In accordance with Chapter 15.08 of the Temecula Municipal Code and the
Development Agreement, Owners shall pay the Transportation Uniform Mitigation Fee
864323.5. January 27, 2006
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("TUMF") which covers the Owners' fair share of the costs to construct transportation
improvements that help mitigate the traffic impacts and burdens on the Regional System of
Highways and Arterials ("RSHA") generated by the Project and that are necessary to protect the
safety, health and welfare of persons that travel to and from the Project using the RSHA;
WHEREAS, some of the Required Improvements are also identified in the RSHA
program as transportation improvements that are to be funded with the funds collected under the
TUMF ("TUMF hnprovements") which TUMF Improvements are described on Exhibit "B";
WHEREAS, Owners and City each acknowledge and agree that the TUMF
Improvements will be paid for or acquired with funds from the Temecula Public Financing
Authority Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds
("CFD Bonds") approved by the Temecula Public Financing Authority on February 28, 2006 and
that any reimbursement under the TUMF Program for the TUMF Improvements pursuant to this
Agreement shall be paid to the Special Tax Fund of the CFD Bonds; and
WHEREAS, City and Owners now desire to enter into this Agreement for the following
purposes: (I) to provide a means by which the payment ofthe costs for construction of the
TUMF Improvements with the proceeds ofCFD Bonds operates as a credit against Owners'
obligation to pay the applicable TUMF for the Project in accordance with the TUMF
Administrative Plan adopted by the Western Riverside County Council of Governments
("WRCOG"), and (2) to provide a means, subject to the separate approval ofWRCOG, for the
CFD Bonds to be reimbursed to the extent the actual and authorized payment costs for
construction ofthe TUMF Improvements exceeds Owners' TUMF obligation.
NOW, THEREFORE, for the purposes set forth herein, and for good and valuable
consideration, the adequacy of which is hereby acknowledged, Owners and City hereby
agree as follows:
TERMS
1.0 Incorporation of Recitals. The Parties hereby that the facts and purposes set forth
in the Recitals above are true and correct and agree that the Recitals are incorporated herein as
though fully set forth herein.
2.0 Construction of hnprovements. Ashby shall construct or have constructed at its
own cost, expense, and liability the TUMF hnprovements. The TUMF Improvements shall be
constructed by the Ashby and accepted by the City in accordance with the requirements set forth
in that certain agreement entitled "Acquisition Agreement by and between the Temecula Public
Financing Authority and Ashby USA, LLC," dated as of February 28,2006," ("Acquisition
Agreement") for the Required Improvements within the City and in accordance with the
requirements set forth in that certain agreement entitled "Joint Community Facilities Agreement
(Street Improvements) by and among County of Riverside and City of Temecula and Temecula
Public Financing Authority and Ashby USA, LLC, a California limited liability company"
("JCF A"), dated as of February 28, 2006, for the Required Improvements within the County, as
said Acquisition Agreement and JCF A now exists or may hereafter be amended by the applicable
864323.5 January 27,2006
-2-
parties. City and County may acquire the TUMF Improvements with proceeds from the CFD
Bonds pursuant to the Acquisition Agreement and JCF A, provided, however, that any
Reimbursement under Section 3.5 of this Agreement shall be paid to the Special Tax Fund of the
CFD Bonds.
3.0 TUMF Credit.
3.1 Owners' TUMF Obligation. Owners hereby agree and accept that as of
the date of this Agreement, the amount Owners are obligated to pay to City pursuant to Chapter
15.08 ofthe Temecula Municipal Code and the Development Agreement for the Transportation
Uniform Mitigation Fee (TUMF) for the Project is thirteen million three hundred fifty one
thousand one hundred eighty eight dollars and no cents ($13,351,188.00) ("TUMF Obligation").
Notwithstanding the foregoing, Owners agree that this Agreement shall not estoppe City from
adjusting the TUMF in accordance with the provisions of Chapter 15.08 and the Development
Agreement. In addition, Owners agree and acknowledge that Owners' final TUMF Obligation
for the Project shall be calculated at the time provided in Chapter 15.08 and the Development
Agreement and in accordance with the provisions of Chapter 15.08 and the Development
Agreement in effect at such time.
3.2 Credit Offset Against TUMF Obligation. Pursuant to Chapter 15.08 and
in consideration for AshbY'8 obligation to construct the TUMF Improvements, credit shall be
applied by City to offset the TUMF Obligation ("Credit") of the Owners subject to adjustment
and reconciliation of the Credit under Section 3.4 of this Agreement. Owners hereby agree that
the amount ofthe Credit shall be applied after Ashby has awarded the contracts for construction
of all of the TUMF Improvements in accordance with this Agreement and the JCF A. Owners
further agree that the dollar amount ofthe Credit shall be equal to the lesser of: (A) the bid
amount set forth in the contracts awarded pursuant to the Acquisition Agreement or the JCF A, or
(B) the unit cost assumptions for the TUMF Improvement in effect at the time of this Agreement,
as such assumptions are identified and determined in the Nexus Study and the TUMF
Administrative Plan adopted by WRCOG ("Unit Cost Assumptions"). The bid amount and the
Unit Cost Assumptions shall hereafter be collectively referred to as "Estimated Cost". At no
time will the Credit exceed the Owners TUMF Obligation. If the dollar amount of the Estimated
Cost exceeds the dollar amount of the TUMF Obligation, Owners will be deemed to have
completely satisfied its TUMF Obligation for the Project and may apply for a reimbursement
agreement, to the extent applicable, as provided in Section 3.4(b) ofthis Agreement. If the dollar
amount of the Estimated Cost is less than the dollar amount of the TUMF Obligation, the
Owners agrees the Credit shall be applied to offset the TUMF Obligation as follows:
(1) For residential units in the Project, the Credit shall be applied to all
residential units to offset and/or satisfy th", TUMF Obligation. The residential units for which
the TUMF Obligation has been offset and/or 8atisfied by use of the Credit, and the amount of
offset applicable to each unit, shall be identified in the notice provided to the Owners by City
pursuant to thi8 section.
(2) For commercial and industrial structures in the Project, the Credit shall be
applied to all commercial and industrial development to offset and/or satisfy the TUMF
Obligation. The commercial or industrial structure(s) for which the TUMF Obligation has been
offset and/or satisfied by use ofthe Credit, and the amount of offset applicable to such
864323.5 January 27,2006
-3-
structure( s), shall be identified in the notice provided to the Owners by City pursuant to this
section.
City shall provide Owners written notice of the determinations that City makes pursuant to this
section, including how the Credit is applied to offset the TUMF Obligation as described above.
3.3 Verified Cost of the Improvements. Upon recordation ofthe Notice of
Completion for all of the TUMF Improvements, Ashby shall submit to the City Public Works
Director the information required to be submitted for acceptance of the TUMF Improvements by
City and County pursuant to the Acquisition Agreement and JCF A. The City Public Works
Director, or his or her designee, shall use the information provided by Owners to calculate the
total actual costs incurred by Owners in constructing the Improvements ("Verified Costs"). The
City Public Works Director will use his or her best efforts to determine the amount of the
Verified Costs and provide Owners written notice thereof within thirty (30) calendar days of
receipt of all the required information from Ashby.
3.4 Reconciliation; Final Credit Offset Against TUMF Obligation. The
actual amount of Credit that shall be applied by City to offset the TUMF Obligation shall be
equal to the lesser of: (A) the Verified Costs or (B) Unit Cost Assumptions for the TUMF
Improvements as determined in accordance with Section 3.2 ofthis Agreement (collectively
"Actual Credit'').
(a) TUMF Balance. Ifthe dollar amount ofthe Actual Credit is less than
the dollar amount of the TUMF Obligation ("TUMF Balance"), the City Public Works
Director shall provide written notice to Owners of the amount of the TUMF Balance and
Owners shall pay the TUMF Balance in accordance with Chapter 15.08 and the
Development Agreement to fully satisfy the TUMF Obligation (see Exhibit "D" Example
"A"). Any balance due will be apportioned to the 1756 residential units authorized under
the Land Use Entitlements or such portion thereof as remain unissued. If the Actual
Credit caunot be calculated prior to the issuance of building permits, the Owner applying
for a building permit shall pay the applicable TUMF at tire time and in the amount
required by Chapter 15.08 and the Development Agreement.
(b) TUMF Reimbursement. If the dollar amount of the Actual Credit
exceeds the TUMF Obligation, Owners will be deemed to have fully satisfied the TUMF
Obligation for the Project and shall apply for a reimbursement agreement, to the extent
applicable, as provided in Section 3.5 of this Agreement. City shall provide Owners
written notice of the determinations that City makes pursuant to this section (see Exhibit
"D").
(c) TUMF Overpayment. If the dollar amount of the Actual Credit
exceeds the Estimated Cost, but is less than the TUMF Obligation, but the Actual Credit
plus additional monies collected by City from Owners for the TUMF Obligation exceed
the TUMF Obligation ("TUMF Overpayment"), Owners will be deemed to have fully
8atisfied the TUMF Obligation for the Project and is entitled to a refund. The City Public
Works Director shall provide written notice to WRCOG and the Owners ofthe amount of
the TUMF Overpayment and WRCOG shall refund the Owners in accordance with
Chapter 15.08 and applicable law (see Exhibit "D" Example C).
864323.5 January 27, 2006
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3.5 Reimbursement Agreement. If authorized under either Section 3.2 or
Section 3.4, Owners shall apply to City and WRCOG for a reimbursement agreement for the
amount by which the Verified Cost or Unit Cost Assumptions (whichever is less) exceeds the
TUMF Obligation, as determined pursuant to Section 3.4 of this Agreement, Chapter 15.08, and
the TUMF Administrative Plan adopted by WRCOG ("Reimbursement Agreement"). The
parties agree that the Reimbursement Agreement shall contain a clause requiring that any
reimbursement shall be paid to the Special Tax Fund of the CFD Bonds in that the TUMF
Improvements are being funded with the proceeds of the CFD Bonds. If City and WRCOG agree
to a Reimbursement Agreement with Owners, the Reimbursement Agreement shall be executed
on the form set forth in Exhibit "C," and shall contain the ternis and conditions set forth therein.
The Parties agree that the Reimbursement Agreement shall be subject to all terms and conditions
of this Agreement, and that upon execution, an executed copy of the Reimbursement Agreement
shall be attached hereto and shall be incorporated herein as a material part ofthis Agreement as
though fully set forth herein.
4.0 Indemnification. Owners shall defend, indemnify, and hold harmless City,
WRCOG, their elected officials, employees, and agents from any and all actual or alleged claims,
demands, causes of action, liability, loss, damage, or injury to property or persons, including
wrongful death, whether imposed by a court of law or by administrative action of any federal,
state, or local governmental agency, arising out of or incident to any acts, omissions, negligence,
or willful misconduct of Owners, its employees, contractors, or agents in connection with the
performance of this Agreement ("Claims"). This indemnification includes, without limitation,
the payment of all penalties, fines, judgments, awards, decrees, attorneys fees, and related costs
or expenses, and the reimbursement of City, its elected officials, employees, and/or agents for all
legal expenses and costs incurred by each of them. This indemnification excludes only such
portion of any Claim which is caused solely and exclusively by the negligence or willful
misconduct of City or WRCOG as determined by a court or administrative body of competent
jurisdiction. Owners' obligation to indemnify shall survive the expiration or termination of this
Agreement, and shall not be restricted to insurance proceeds, if any, received by City or
WRCOG, their elected officials, employees, or agents. Nothing herein is intended to, nor shall it
be construed, to abrogate or modify the indemnification and insurance requirements ofthe
Owners under the Acquisition Agreement or the JCF A. Additionally, nothing herein is intended
to nor shall it be construed, to impair or preclude the various Owners from entering into or
enforcing such agreements as they may deem desirable for the apportionment ofliability
pursuant to this Agreement among themselves.
5.0 Default; Notice: Remedies.
5.1 Notice. If Owners or any of them neglects, refuses, or fails to fulfill or
timely complete any obligation, term, or condition of this Agreement, or if City determines there
is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other
requirement, City may at any time thereafter declare Owners to be in default or violation of this
Agreement and make written demand upon Owners or its surety, or both, to immediately remedy
the default or violation ("Notice"). Owners shall substantially commence the work required to
remedy the default or violation within ten (10) business days of the Notice. Ifthe default or
violation constitutes an immediate threat to the public health, safety, or welfare, as determined in
864323.5 January 27, 2006
-5-
the sole discretion ofthe City, City may provide the Notice verbally, and Owners shall
immediately commence the required work but not later than twenty-four (24) hours of the
Notice. Immediately upon City's issuance of the Notice, Owners and its surety shall be liable to
City for all costs of construction and installation ofthe Improvements and all other
administrative costs expenses as provided for in this Agreement.
5.2 Failure to Remedv: Citv Action. If the work required to remedy the
noticed default or violation is not diligently prosecuted to a completion acceptable to City within
the time frame contained in the Notice, City may, but shall not be obligated to, complete all
remaining work, arrange for the completion of all remaining work, and/or conduct such remedial
activity as in its sole and absolute discretion it believes is required to remedy the default or
violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and
liability of Owners and its surety, without the necessity of giving any further notice to Owners or
surety. City's right to take such actions shall in no way be limited by the fact that Owners or its
surety may have constructed any ofthe Improvements at the time of City's demand for
performance. In the event City elects to complete or arrange for completion of the remaining
work and the Improvements, City may require all work by Owners or its surety to cease in order
to allow adequate coordination by City.
5.3 Other Remedies. No action by City pursuant to this Section of this
Agreement shall prohibit City from exercising any other right or pursuing any other legal or
equitable remedy available under this Agreement, any other agreement between the City and
Owners, or any federal, state, or local law. City may exercise it rights and remedies
independently or cumulatively, and City may pursue inconsistent remedies. City may institute
an action for damages, injunctive relief, or specific performance.
6.0 Miscellaneous.
6.1 Assignment. Owners shall not assign any or all or a portion of its rights
pursuant to this Agreement to any person without the express written consent of the City Council
of the City of Temecula ("Assignment"). Prior to the Council's consideration of such an
Assignment, Owners and assignee ("Assignee") shall provide to City such reasonable proof as it
may require that Assignee is the purchaser of such portions of the Property and that the
Assignment shall not adversely affect the City's rights to completion of the TUMF
Improvements or Required Improvements. Any assignment pursuant to this section shall not be
effective unless and until City Council approval and Owners and Assignee have executed an
assignment agreement with City in a form reasonably acceptable to City, whereby Owners and
Assignee agree, except as may be otherwise specifically provided therein, to the following: (1)
that Assignee shall receive all or a portion of Owners' rights pursuant to this Agreement,
including such credit as is determined to be applicable to the portion of the Property purchased
by Assignee pursuant to Section 5.0 et seq. of this Agreement, and (2) that Assignee shall be
bound by all applicable provisions of this Agreement.
6.2 Relationship Between the Parties. The Parties hereby mutually agree that
this Agreement shall not operate to create the relationship of partnership, joint venture, or agency
between City and Owners. Owners' contractors are exclusively and solely under the control and
dominion of Owners. Nothing herein shall be deemed to make Owners or its contractors an
agent or contractor of City.
864323.5 January 27,2006
-6-
6.3 Warranty as to Propertv Ownership; Authoritv to Enter Agreement.
Ashby, Davidson, Tanamera, Tanamera II, and Traditions each hereby represent and warrant that
they owns fee title to their respective portions of the Property and that each has the legal capacity
to enter into this Agreement. Ashby, Davidson, Tanamera, Tanamera II and Traditions each
hereby warrant and represent that each are entitled to enter into this agreement, that all other
persons, including without limitation, lenders, who may have some interests with respect to the
Property have approved this Agreement as may be required by applicable law or agreements, and
that by entering into this Agreement the Owner is not in violation or breach of any other
agreement to which such Owner may be a party. Each Party represents and warrants that the
individuals who have signed this Agreement on behalf of a party have the legal power, right, and
authority make this Agreement and bind each respective Party.
6.4 Agreement Dependent on Acquisition Agreement and JCFA. This
Agreement shall not be effective unless and until the Acquisition Agreement and JCF A is
approved and executed by all applicable parties.
6.5 Notices. Any notices which either party may desire to give to the
other party under this Agreement must be in writing and may be given either by (i) personal
service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal
Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United
States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of
the party as set forth below or at any other address as that party may later designate by a notice
given pursuant to this Section. Notice shall be effective upon delivery to the addresses specified
below or on the third business day following deposit with the document delivery service or
United States Mail as provided above.
To City:
City of Temecula
43200 Business Park Drive
Temecula, California 92590
Attention: City Manager
To Ashby:
To Davidson:
To Tanamera:
To Tanamera II:
To Traditions:
6.6 Construction: References: Captions. It being agreed the Parties or their
agents have participated in the preparation of this Agreement, the langnage of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any Party.
Any term referencing time, days, or period for performance shall be deemed calendar days and
not business days unless otherwise specified. All references to Owners include all personnel,
employees, agents; and contractors of Owners, except as otherwise specified in this Agreement.
864323.5 January 27, 2006
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All references to City include its elected officials, officers, employees, agents, and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or
describe the scope, content, or intent of this Agreement.
6.7 Amendment: Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless duly approved in writing and signed on behalf of all
Parties.
6.8 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual right by custom, estoppel, or otherwise.
6.9 Binding Effect. Each ofthe Parties agree that all ofthe covenants and
conditions are lawful, valid and binding upon and shall inure to the benefit of the Parties, and
their lawful successors, heirs, personal representatives, or assigns. This section shall not be
construed as an authorization for any Party to assign any right or obligation.
6.10 No Third Partv Beneficiaries. Other than the Temecula Public Financing
Authority and the Community Facilities District, there are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
6.11 Consent to Jurisdiction and Venue. This Agreement shall be construed in
accordance with and governed by the laws of the State of California. Any legal action or
proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the
Parties' activities undertakert pursuant to this Agreement, shall be filed and prosecuted in the
appropriate California State Court in the County of Riverside, California. Each Party waives the
benefit of any provision of state or federal law providing for a change of venue to any other court
or jurisdiction including, without limitation, a change of venue based on the fact that a
governmental entity is a party to the action or proceeding, or that a federal right or question is
involved or alleged to be involved in the action or proceeding. Without limiting the generality of
the foregoing waiver, Owners expressly waives any right to have venue transferred pursuant to
California Code of Civil Procedure Section 394.
6.12' Time is of the Essence. Time is of the essence in this Agreement, and the
Parties agree to execute all documents and proceed with due diligence to complete all covenants
and conditions.
6.13 Counterbarts. This Agreement may be signed in counterparts, each of
which shall constitute an original and which collectively shall constitute one iIistrument.
6.14. Consent ofWRCOG. WRCOG hereby consents to the construction of
TUMF Improvements pursuant to the procures set forth in this Agreement. WRCOG shall have
no other obligations or rights under this Agreement except for any Reimbursement Agreement
which might be entered into pursuant to Section 3.5 and Exhibit "C".
6.15 Entire Agreement. This Agreement contains the entire understanding
between the parties relating to the subject matter hereof. All prior or contemporaneous
864323.5 January 27, 2006
-8-
agreements, understandings, representations and statements, oral or written, concerning the
subject matter hereof are merged into this Agreement and shall be of no further force or effect,
except for (I) the Development Agreement, (2) the First Amendment to the Development
Agreement between the parties dated as of February 28,2006, (3) the First Operating
Memorandum to the Development Agreement, dated as of October 21,2004, (4) the Agreement
to Defer Completion of Conditions of Approval Until After Recordation of final Map for Tract
29353-2 Roripaugh Ranch Specific Plan between the City of Temecula and Ashby USA, LLC,
dated as of September 23, 2003 ("Deferral Agreement"), and (5) First Amendment to the
Deferral Agreement dated as of June 28, 2005.
6.16 Exhibits. The following Exhibits are attached to this Agreement and
are incorporated herein as though set forth in full:
Exhibit "A"
Description of Property
Exhibit "B"
Description of TUMF Improvements
Exhibit "C"
Reimbursement Agreement Transportation Uniform
Mitigation Fee Program
Exhibit "D"
Reconciliation of TUMF Eligible Reimbursement
6.17.
defined as follows:
Definitions. As used in this Agreement, the following terms shall be
[Insert as part offinal draft.]
864323.5 January 27, 2006
-9-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
as of the day and year first above written.
CITY OF TEMECULA, a municipal corporation
Ron Roberts
Mayor
Attest:
Susan W. Jones, CMC
City Clerk
Approved As to Form:
Peter M. Thorson
City Attorney
864323.5 January 27,2006
-10-
WESTERN RIVERSIDE COUNTY COUNCIL OF
GOVERNMENTS, a joint powers agency and council of
governments organized under the laws of the State of
California
Chair
Attest:
Secretary
Approved As to Form:
Legal Counsel
864323.5 January 27,2006
-11-
ASHBY USA, LLC, a California limited liability
company
By: Ashby Development Co., Inc., its Managing Partner
By:
Justin K. Ashby
President
By: USA Investment Partners, LLC, a Nevada limited
liability company, its member
By: USA Commercial Mortgage Company, a Nevada
corporation, its non-Member Manager.
By:
Joseph D. Milanowski
President
864323.5 January 27,2006
-12-
DAVIDSON RORIPAUGH RANCH 122, LLC
Name:
Title:
Name:
Title:
864323.5 January 27,2006
-13-
864323.5 January 27, 2006
TANAMERAlRORIPAUGH, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
By: USA Investors II, LLC
a Nevada limited liability company
Its: Manager
By: TwinleafHomes, LLC
a California limited liability company
Its: Managing Member
By:
Kenneith V. Rose II
Its: Managing Member
-14-
864323.5 January 27, 2006
TANAMERAlRORIPAUGH II, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
By: USA Investors II, LLC
a Nevada limited liability company
Its: Manager
By: TwinleafHomes, LLC
a California limited liability company
Its: Managing Member
By:
Kenneith V. Rose II
Its: Managing Member
-15-
864323.5 January 27,2006
TRADITIONS AT RORIPAUGH, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
By: USA Investors II, LLC
a Nevada limited liability company
Its: Manager
By: TwinleafHomes, LLC
a California limited liability company
Its: Managing Member
By:
Kenneith V. Rose II
Its: Managing Member
-16-
864323.4 January 19,2006
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
[ATTACHED BEHIND THIS PAGE]
-1-
RORIPAUGH RANCH PROJECT
Metes and Bonnds description ofthe North one-half ofthe North
one-half of Section 20 of T7S, R2W, S.B.M.
Beginning at the Northeast corner of said Section 20, thence along the easterly line of said Section 20
South 0034'3 I" W 13 19.80 feet to the North Sixteenth corner thereof; Thence along the Southerly line
ofthe North one-half of the North one-half of said Section 20 North 88036' 4 I" West, a distance of
5229.85 feet to the North Sixteenth corner thereof; Thence along the West line of said Section 20
North 00026'13" West, a distance of 1319.23 feet to the Northwest corner thereof; Thence along the
Northerly line of said Section 20 South 88037'05" East, a distance of 5233.02 feet to the Point of
Beginning, containing an area of 158.45 acres, more or less.
This exhibit is for exhibit purposes only. The true legal "description is: the North one-half of the North
one-half of Section 20, Township 7 South, Range 2 West, San Bernardino Base and Meridian, County
of Riverside, State of California, according to the Official Plat thereof.
864323.2 January 2,2006
RORIPAUGH RANCH PROJECT
Metes and Bounds description of Section 21 ofT7S, R2W, S.B.M.
Beginning at the Northeast comer of said Section 21, thence along the easterly line of said Section 21
South 0059' 15" West 2664.97 feet to the East quarter section comer; thence continuing along said
easterly line South 0021 '34" West 2636.07 feet to the Southeast comer of said Section 21; thence
along the Southerly line of said section North 89039'13" West 5282.88 feet to the Southwest comer of
said section; thence along the westerly line of said section North 0033'47" East 3809.86 feet to the
North sixteenth comer of said section; thence continuing along said westerly line North 0034'31" East
1319.80 to the Northwest section comer; thence along the northerly line of said section North
88029'37" East 5296.39 feet to the Point of Beginning, containing an area of632.2 acres, more or less.
This description is for exhibit purposes only. The true legal description is Section 21, Township 7
South, Range 2 West, San Bernardino Base and Meridian, County of Riverside, State of California,
according to the Official Plat thereof.
864323.2 January 2, 2006
RORIPAUGH RANCH PROJECT
Metes and Bounds description of a portion of
Section 20 ofT7S, R2W, S.B.M.
Commencing at the North sixteenth comer of Section 20, Township 7 South, Range 2 West, San
Bernardino Base and Meridian, being the Northeast comer ofthat certain parcel designated as "Not a
Part" as shown by Parcel Map on file in Book 1, of Parcel Maps, pages 44 through 46, thereof,
Records of the County of Riverside, California; thence along the easterly line of said Section 20 South
0033'47' W, a distance of974.13 feet to the True Point of Begiuning; Thence North 89025'58" West,
as distance of929.81 feet more or less to the Easterly line of the land conveyed to the Metropolitan
Water District of Southern California by deed recorded April 24, 1968 as Instrument No. 37774,
Official Records of said County; Thence along said Easterly line North 12032'09" East, a distance of
762.69 feet; Thence on a line parallel with the South line of said parcel designated as "Not a Part"
South 89025'58" East, a distance of 771.65 feet to the True Point of Begiuning, containing an area of
14.57 acres, more or less.
This description is for exhibit purposes only.
864323.2 January 2, 2006
EXHIBIT "B"
DESCRIPTION OF TUMF IMPROVEMENTS
Full-width roadway and related bridge improvements for the 2.913 mile segment of Butterfield Stage
Road between Murrieta Hot Springs Road and Rancho California Road identified on the TUMF
Roadway Network. Roadway and bridge improvements are to include four travel lanes, raised
medians, sidewalks, bike lanes, curb and gutter in accordance with the Development Agreement
between the City of Temecula and Ashby USA, LLC for the Roripaugh Ranch Specific Plan.
864323.2 January 2, 2006
EXHIBIT "C"
REIMBURSEMENT AGREEMENT
TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
THIS REIMBURSEMENT AGREEMENT ("Agreement") is executed this 28th day of
February, 2006, by and among the CITY OF TEMECULA, a California municipal corporation
("City"), the WESTERN RNERSIDE COUNCIL OF GOVERNMENTS, a joint powers agency and
council of governments organized under the laws ofthe State of California ("WRCOG"), ASHBY
USA, LLC, a California limited liability company ("Ashby"), DAVIDSON RORIP AUGH RANCH
122, LLC, a California limited liability company ("Davidson"), T ANAMERA RORIP AUGH, LLC, a
California limited liability company ("Tanamera"), TANAMERA RORIP AUGH II, LLC, a California
limited liability company ("Tanamera II"), T ANAMERA TRADITIONS, LLC, a California limited
liability company ("Traditions"). City, WRCOG, Ashby, Davidson, Tanamera, Tanamera II, and
Traditions are sometimes hereinafter individually referred to as "Party" and hereinafter collectively
referred to as the "Parties."
RECITALS
WHEREAS, City, Ashby, Davidson, Tanamera, Tanamera II, Traditions are parties to an
agreement dated February 28, 2006, entitled "Roripaugh Ranch Transportation Uniform Mitigation
Fee Program Improvement and Credit Agreement" (hereinafter "TUMF Credit Agreement");
WHEREAS, Sections 3.1 to 3.3 of the TUMF Credit Agreement provide that Owners are
obligated to pay City the TUMF Obligation, as defined therein, but shall receive credit to offset the
TUMF Obligation if Owners constructs and City accepts the TUMF Improvements in accordance with
the TUMF Credit Agreement;
WHEREAS, Section 3.5 of the TUMF Credit Agreement provides that if the dollar amount of
the credit to which Owners is entitled under the TUMF Credit Agreement exceeds the dollar amount of
the TUMF Obligation, Owners may apply to City and WRCOG for a reimbursement agreement for the
amount by which the credit exceeds the TUMF Obligation;
WHEREAS, Section 3.5 additionally provides that a reimbursement agreement executed
pursuant to the TUMF Credit Agreement (i) shall be executed on the form attached to the TUMF
Credit Agreement, (ii) shall contain the terms and conditions set forth therein, (iii) shall be subject to
all terms and conditions of the TUMF Credit Agreement, and (iv) shall be attached upon execution to
the TUMF Credit Agreement and incorporated therein as a material part of the TUMF Credit
Agreement as though fully set forth therein; and
WHEREAS, City and WRCOG have consented to execute a reimbursement agreement with
Owners pursuant to the TUMF Credit Agreement, Chapter 15.08 ofthe Temecula Municipal Code, and
the TUMF Administrative Plan adopted by WRCOG.
864323.2 January 2, 2006
NOW, THEREFORE, for the purposes set forth herein, and for good and valuable
consideration, the adequacy of which is hereby acknowledged, the Parties hereby agree as
follows:
TERMS
1.0 Incorporation of Recitals. The Parties hereby affirm the facts set forth in the Recitals
above and agree to the incorporation of the Recitals as though fully set forth herein.
2.0 Effectiveness. This Agreement shall not be effective unless and until the TUMF Credit
Agreement is effective and in full force in accordance with its terms.
3.0 Definitions. Terms not otherwise expressly defined in this Agreement, shall have the
meaning and intent set forth in the TUMF Credit Agreement.
4.0 Amount of Reimbursement. Subject to the terms, conditions, and limitations set forth in
this Agreement, the Parties hereby agree that Special Tax Fund of the CFD is entitled to receive the
sum of five million eighty thousand eight hundred twelve dollars and no cents ($5,080,812.00) which
sum represents the amount by which dollar amount by which the Actual Cost or Unit Cost
Assumptions (whichever is less) exceeds the dollar amount of the TUMF Obligation as determined
pursuant to the TUMF Credit Agreement, Chapter 15.08 of the Temecula Municipal Code, and the
TUMF Administrative Plan adopted by WRCOG ("Reimbursement"). Owners acknowledge and agree
that the TUMF Improvements were paid for with funds from the CFD Bonds and that the
Reimbursement shall be paid to the Special Tax Fund ofthe CFD Bonds.
5.0 Payment of Reimbursement; Funding Contingencv. Payment of the Reimbursement to
the Special Tax Fund of the CFD Bonds shall be made by WRCOG, subject to the following:
5.1 Payment of the Reimbursement shall not be made unless and until CD the TUMF
Improvements are completed and accepted by City and Riverside County in accordance with the
TUMF Credit Agreement, (ii) the TUMF Improvements are scheduled for funding pursuant to the five-
year Transportation Improvement Program adopted annually by WRCOG, and (iii) WRCOG has funds
available and appropriated for payment ofthe Reimbursement.
5.2 The Special Tax Fund of the CFD Bonds shall not be entitled to any interest or
other cost adjustment for any delay between the time when the dollar amount of the Reimbursement is
determined and the time when payment of the Reimbursement is made to said fund by WRCOG.
6.0 Affirmation of TUMF Credit Agreement. City and Owners represent and warrant to
each other and to WRCOG that there have been no written or oral modifications or amendments of the
TUMF Credit Agreement, except by this Agreement. City and Owners represent and warrant to each
other and to WRCOG that the TUMF Credit Agreement is currently an effective, valid, and binding
obligation.
7.0 Incorporation Into TUMF Credit Agreement. Upon execution of this Agreement, an
executed original of this Agreement shall be attached as Exhibit "D" to the TUMF Credit Agreement
and shall be incorporated therein as a material part of the TUMF Credit Agreement as though fully set
forth therein.
864323.2 January 2,2006
8.0 Terms of TUMF Credit Agreement Controlling. Each Party hereby affirms that all
provisions of the TUMF Credit Agreement are in full force and effect and shall govern the actions of
the Parties under this Agreement as though fully set forth herein and made specifically applicable
hereto.
9.0 Warrantv as to Propertv Ownership; Authoritv to Enter Agreement. Ashby, Davidson,
Tanamera, Tanamera II, and Traditions each hereby represent and warrant that they owns fee title to
their respective portions of the Property and that each has the legal capacity to enter into this
Agreement. Ashby, Davidson, Tanamera, Tanamera II and Traditions each hereby warrant and
represent that each are entitled to enter into this agreement, that all other persons, including without
limitation, lenders, who may have some interests with respect to the have approved this Agreement as
may be applicable, and that by entering into this Agreement the Owner is not in violation or breach of
any other agreement to which such Owner may be a .party. Each Party represents and warrants that the
individuals who have signed this Agreement on behalf of a party have the legal power, right, and
authority make this Agreement and bind each respective Party.
[SIGNATURES OF PARTIES ON NEXT PAGE]
864323.2 January 2,2006
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.
864323.2 January 2, 2006
CITY OF TEMECULA, a municipal corporation
Ron Roberts
Mayor
Attest:
Susan W. Jones, CMC
City Clerk
Approved As to Form:
Peter M. Thorson
City Attorney
WESTERN RIVERSIDE COUNTY COUNCIL OF
GOVERNMENTS, a joint powers agency and council of
governments organized under the laws ofthe State of
California
Chair
Attest:
Secretary
Approved As to Form:
Legal Counsel
864323.2 January 2,2006
ASHBY USA, LLC, a California limited liability company
By: Ashby Development Co., Inc., its Managing Partner
By:
Justin K. Ashby
President
By: USA Investment Partners, LLC, a Nevada limited liability
company, its member
By: USA Commercial Mortgage Company, a Nevada
corporation, its non-Member Manager.
By:
Joseph D. Milanowski
President
864323.2 January 2,2006
. DAVIDSON RORIPAUGH RANCH 122, LLC
Name:
Title:
Name:
Title:
864323.2 January 2,2006
TANAMERAlRORIPAUGH, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
By: USA Investors II, LLC
a Nevada limited liability company
Its: Manager
By: TwinleafHomes, LLC
a California limited liability company
Its: Managing Member
By:
Kenneith V. Rose II
Its: Managing Member
864323.2 January 2, 2006
TANAMERAlRORIPAUGH II, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
By: USA Investors II, LLC
a Nevada limited liability company
Its: Manager
By: TwinleafHomes, LLC
a California limited liability company
Its: Managing Member
By:
Kenneith V. Rose II
Its: Managing Member
864323.2 January 2, 2006
TRADITIONS AT RORIPAUGH, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY
By: USA Investors II, LLC
a Nevada limited liability company
Its: Manager
By: TwinleafHomes, LLC
a California limited liability company
Its: Managing Member
By:
Kenneith V. Rose II
Its: Managing Member
864323.2 January 2, 2006
EXHIBIT "D"
RECONCILIATION OF TUMF ELIGffiLE
REIMBURSEMENT AMOUNTS FOR RORIP AUGH RANCH
TUMF calculations are based on single family residential (SFR) development consisting of 1,756 dwelling units
and 110,000 square feet (sq. ft.) ofretaillcommercial development, as follows:
. 1,756 SFR@$7,248/dwellingunit
. 110.000 Sq. ft . la1 $5.67/square foot
. Total TUMF Obligation
$12,727,488.00
= $ 623.700.00
$13,351,188.00
"REIMBURSEMENT"
CREDIT
TUMF Obligation:
Estimated Cost: Bid or unit Cost Assumption ($18,432,000) whichever is less
Potential Reimbursement:
$13,351,188
. $18.432.000
($5,080,812)
RECONCILIATION
TUMF Obligation:
Actual Credit:
Reimbursement Agreement with Owners (Based on Priority Ranking):
$13,351,188
$18.432.000
($5,080,812)
EXHIBIT D-I
864323.2 January 2,2006
ITEM NO.7
Approvals
City Attorney
Director of Finance
City Manager
p;.f""
ell
9f}
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
First Amendment to Professional Services Agreement for Bridge Inspections -
Roripaugh Ranch Loop Road over Long Valley Wash
PREPARED BY:
Greg Butler, Principal Engineer
RECOMMENDATION: That the City Council approve the First Amendment to the
Professional Services Agreement for Bridge Inspections of the Roripaugh Ranch Loop Road Bridge
over Long Valley Wash with T.Y. Un International in the amount of $79,120.00 and authorize the
Mayor to execute the amendment.
BACKGROUND: In gaining approval of the Roripaugh Ranch Development, the
developer, Ashby USA, was conditioned to provide numerous infrastructure improvements. The
Loop Road bridge over Long Valley Wash is one of several improvements Ashby USA will be
completing to mitigate the traffic impacts of the Roripaugh Ranch Development. Due to the
specialized nature of bridge construction, it is necessary to supplement the public works inspection
staff with a Bridge Construction Engineer/Inspector. Staff solicited proposals from 3 firms that
employee individuals that have the specific expertise needed. Of the two firms that responded, T.Y.
Un International (TYLI) was selected to provide the needed services based upon the unique
qualifications of their staff, their demonstrated capability with similar projects for the City, and their
demonstrated project understanding.
To meetthe developer's construction timing, the City Manager approved an agreement with TYLI in
the amount of $24,880.00 to provide the Public Works Department with bridge construction
engineering and inspection services to insure the foundations for the bridge are constructed to City
and State bridge standards. The First Amendment to the TYLI agreement is necessary to expand
the scope of work to include the bridge construction engineering services for the entire structure not
just the foundation work included in the original agreement.
FISCAL IMPACT: The professional services agreement will be funded with special
inspection fees collected from the Developer, as detailed in the Deposit Agreement for Long Valley
Wash Loop Road Bridge Special Inspection. The current authorization for this agreement is
$24,880.00. The current request for $79,120.00 will increase the total contract authorization to
$104,000.00. Adequate funds have been collected for this amendment and are available in Account
No. B001-2600.
ATTACHMENTS:
First Amendment to Contract
FIRST AMENDMENT TO AGREEMENT
BETWEEN CITY OF TEMECULA AND
T.Y. LIN INTERNATIONAL
BRIDGE INSPECTIONS for RORIPAUGH RANCH
LOOP ROAD BRIDGE OVER LONG VALLEY WASH
THIS FIRST AMENDMENT is made and entered into as of February 28, 2006 by and
between the City of Temecula, a municipal corporation ("City") T.Y. Un International
("Consultant"). 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 February 15, 2006 the City and Consultant entered into that certain
agreement entitled "City of Temecula Agreement for Bridge Inspections for Roripaugh Ranch
Loop Road Bridge Over Long Valley Wash" ("Agreement") in Ihe amount of Twenty Four
Thousand Eight Hundred Eighty Dollars and No Cents ($24,880.00).
B. The parties now desire to increase the payment for services in the
amount of Seventy Nine Thousand One Hundred Twenty Dollars and No Cents
($79,120.00) and amend the Agreement as set forth in this Amendment.
2. Section 5, a. Pavment of the Agreement is hereby amended to read as follows:
a. The City agrees to pay Consultant monthly, in accordance with the
payment rates and schedules and terms set forth in Exhibit B for services
described in Exhibit A, attached hereto and incorporated herein by this reference
as though set forth in full. The first amendment amount shall not exceed Seventy
Nine Thousand, One Hundred Twenty Dollars and No Cents ($79,120.00.00)
for additional bridge construction engineering and inspection services for a total
contract amount, of One Hundred Four Thousand Dollars and No Cents
. ($104,000.00).
3. Exhibit A to the Agreement is hereby amended by adding thereto the items set
forth in Exhibit A1 included as 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.
R:ICIPIProjectsIDistrictsI03-02 RoripaughlTY Un Amend 1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF TEMECULA
BY:
Ron Roberts, Mayor
ATTEST:
BY:
Susan W. Jones, MMC, City Clerk
Approved As to Form:
BY:
Peter M. Thorson, City Attorney
CONSULTANT:
T.Y. International
5030 Camino de la Siesta, Suite 204
San Diego, CA 92108
(619) 692-1920
Fax (619) 692-0634
W. Mark Ashley, Sr. Vice President
Joe Tognoli, Vice President
(Two Signatures Required For Corporations)
2
R:\CIP\Projects\Distrlcts\03-02 Roripaugh\TY Un Amend 1
ATTACHMENT A
Attached hereto and incorporated herein is the additional scope of work and associated cost as
provided by the Consultant.
3
R:ICIPIProjectsIOistrictsI03-02 RoripaughlTY Lin Amend 1
Proposal
South Loop Road over Long Valley Wash Structure
Construction Management and Construction Engineering/Inspection Services
Prepared for:
City of Temecula
Prepared by:
T.Y. Un International
January 3, 2006
Project Description
This proposal is to provide Structure Construction Management, Construction Engineering
and Inspection services as required for the construction of the South Loop Road over the
Long Valley Wash. This structure is a 131' long, 80' wide, two span, precast concrete arch
structure on 36 cast-in-drilled-hole pile foundations, with cast-in-place concrete retaining
wall wingwalls on 48 cast-in-place pile foundations.
Scope of Services
The Structure Construction Manager/Engineer/Inspectors provided by the Consultant shall
monitor the operations of the Contractor and Subcontractors for compliance with contract
documents and document field construction operations. Construction Management/
Engineering services shall include the following activities:
A. Monitoring of Construction Operations for Contract Compliance
1. Earthwork (structure excavation and backfill)
2. Form construction and placement (footings, retaining walls)
3. Reinforcing steel placement (footings, retaining walls, piles)
4. Cast-in-place pile steel drilling and concrete placement
5. Concrete delivery, placement, and curing
6. Precast arch placement
7. Cable railing placement
8. Concrete finishing
B. Contract Administration
1. Coordinate agency oversight and inspection with other agencies as necessary
2. Coordinate material testing/ quality control and surveying, review test reports
and survey notes
3. Attend weekly progress meeting" and other meetings with the contractor and
owner as necessary
4. Monitor contractor's schedule
WLININTERNATIONAL
City of Temecula
Proposal for South Loop Road over Long Valley Wash
January 3, 2006
Page 2 of3
5. Prepare field inspection diaries covering structure construction operations
6. Negotiate and prepare contract change orders as needed
7. Review monthly quantity estimates for progress payments
8. Check construction grades
9. Review contractor submittals, including:
. Temporary shoring plans if required
. Precast Arch shop drawings
. Pile placement plan
. Concrete mix designs and aggregate gradings
. Payment requests
10. Keep a record of all as-built changes for inclusion into the final project as-built
drawings
C. General
The Engineer/Inspector shall be present at the project site on a part-time basis to provide a
satisfactory level of monitoring the work. It is anticipated that much of the work on this
project will require full time inspection, per Caltrans and City of Temecula standard
procedures. The Engineer/Inspector and/ or his representative shall provide continuous
inspection during the following operations:
1. All concrete placement operations
2. All pile drilling and concrete placement operations
3. Precast arch placement
All other inspection will be performed on an as-needed basis, with efforts focused on
identification of possible schedule and cost-impacting issues, as well as nonconformity to the
contract plans and specifications.
Work to be Performed by Others
A. Control Surveying
1. Staking of abubnent, foundations, bridge layout lines
2. Establishing temporary bench marks
B. Materials Testing
1. Concrete plant inspection
2. Concrete field sampling, testing and lab
3. Reinforcing steel tests
4. Soil testing
5. Welding inspection and testing
City of Temecula
'Proposal for South Loop Road over Long Valley Wash
Janu,ary 3, 2006
Page 3 of 3
C. MiscelIaneous
1. Traffic control submittals will be reviewed and approved by others.
2. Asphalt and subgrade construction above the structure is not shown on the
structure plans, thus inspection of these items is omitted.
3. The utility companies or agencies that will own the ducts in or above the
structure should perform utility installation inspection and testing.
Consultant Compensation
Consultant services will be billed on a time-and-materials basis for work performed in
accordance with the Schedule of Fees included with this proposal as Exhibit A. Charges will
include mileage and travel time from either the employee's home or T.Y. Lin International's
office, whichever is less. Vehicles will be charged per mile in accordance with the Schedule
of Fees included with this proposal as Exhibit A. This schedule of fees is valid until the end
of 2006.
Based on the information known to date, and estimating a construction time of four months,
we are estimating that the total fee for these services should not exceed $104,000. Attached
to this proposal, as Exhibit B is a detailed cost estimate based on estimated items of work.
This estimate represents the level of effort that is typical for this type and size of construction
project, but the level of inspection and management effort can be adjusted based on the
client's needs. Please note the actual inspection time required can vary greatly based on the
production rates of the contractor for all full-time inspection work. The majority of the work
on this project requires full-time inspection.
It is recognized that due to the nature of field construction and the highly variable condition
and circumstances that may be encountered, it is very difficult to accurately predict the exact
level of construction managementjinspection services that will be needed. If the construction
contractor is cooperative and the project proceeds smoothly, a reduced level of effort may be
appropriate. Conversely, difficult field conditions or relations with the contractor/lYOersight
agency or an extended construction period could require additional effort. Also, contract
change orders may require greater inspection and management effort t/um anticipated at the
beginning of the project. The owner will be informed of these conditions as the project
progresses. Work will not be performed ablYOe the contract amount until T. Y. Un
International has received direction in writing authorizing the additional work and budget
necessary to perform that work.
j
CLASS/FICA no
Snr.Bridge
ConsL Ass'
. Enalneer BeE
TASK RATE: $130.00 $95.00 FEES COMMENTS
CHE.CK BRIDGE CONSTRUCTION STAKING 6.5 6.5 $1,462.50
INSP FTG EXC 6.5 0.0 $845.00
PILE LAYOUT AND REBAR 13.0 0.0 $1,690.00
BRIDGE PILE DRILLING AND CONCRETE 130.0 60.0 $22.60(UX) b8 piles al 2 plies/day
CHECK ABUT FOOTING REBARlFORMS 13.0 0.0 $1,690.00
INSPECT ABUT FOOTING CONe POUR 24.0 0.0 $3,120.00
WALL elOH DRillING. REBAR, CONCRETE 05.0 35.0 $15.675.00 I4spllesal4plleslday
CHECK WAlL FOOTINGREBARlFORMS 17.0 0.0 $2,210.00
INSPECT WALl FOOTING CONe POUR 21.0 0.0 $2.730.00
CHECKWALLREBAR/FORMS 17.0 0.0 $2,210.00
INSPECT WAlL CONe POUR 29.0 0.0 $3,770.00,
DEBRIS WALL REBAR AND CONcRETE 5.0 0.0 $650.00
SET CON$PAN ARCHES 32.0 32.0 $7,200.00
SET HEADWAlLS 15.0 0.0 $1,950.00
INSPECT RAILING INSTALLATION 9.0 0.0 $1,170.00
INSPECT ARCHITECTURAL ENCHANCEMENTS 4.0 0.0 $520.00
DRY FINISH 9.0 0.0 $1,170.00
PREPARE & INSPECT PUNCH LIST 21.0 0.0 $2,730.00
0.0 0.0 $0.00
FIELD WORK SUBTOTAL: 467.0 133.5 $73,392.50
CONTRACTOR SUBAfIITALS
REVIEW PILE PLACING PlAN 4.0 6.0 $1,280.00 _.
REVIEW PRECAST SHOP DRAWINGS 0.0 20,0 $1,900.00
REVIEW MIse (CONC MIXES, MAlLS, ETC) 0.0 16.0 $1,520.00
REVIEW SCHEDULE & UPDATES 6.0 0.0 $1,040.00
MISCELLANEOUS
MEETING ATTENDANCE 12.0 12.0 $2,700.00 I41MONTH, 4 MONTH SCHEDULE
PREPARE BRIDGE CONSTRUC1l0N REPORTS 20.0 20.0 $4,500.00 .
REVEIW MONTHLY PROGRESS PAYMENTS 6.0 0.0 . $1,040.00
RESPOND TO CONT/RE QUESTIONS 20.0 20.0 $4,500.00
AS-BUILT REVIEW 4.0 0.0 $520.00
PROJECT MANAGEMENT@ 5% 39.0 0.0 $5,070.00
OfFICE WORK SUBTOTAL: 115.0 96.0 $24,070.00
fiELD WORK SUBTOTAL: 467.0 133.5 $73,392.50
TYLIN TOTAL: 582.0 229.5 $97,462.50
Subconsultants
Surveying $0.00
Teslina $0.00 .
TOTAL: 582.0 229.5 $97,462.50 r
OTHER DIRECT COSTS: $5.600.00 Mileage
ESTIMATE OF FEES
South Loop Road over Long Valley Wash
Construction Services
T.Y.Un lnternational
EXHIBIT B
l
*
ODC'S: $975.00 (shipping. repro. photo. ete)
PER DIEM/LODGING: $0.00
GRAND TOTAL: $104,037.50
1000-+
Mileaae Calculations
Miles per RT:
Total # of Trips:
Total Miles:
Milea e $0.50/mlle:
140 MILES
80
11200 MILES
$5.600.00
If.
OEItt/ll6S IAI
J/~/lY.icl ~'NeN"',f
..,~~ 8&0 .j..
1his AmlNb~: 7'1,/20
Shaded tows:c:::,::Full.time inspection wOrk
South Loop-eM Itemized
T emecula-cb edits.XLS
Page 1 of 1
10:11 AM
1/4/2006.
ITEM NO.8
Approvals
City Attorney
Director of Finance
City Manager
~
/1/2
~
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
First Amendment to Professional Landscape Plan Check and Inspection
Services Agreement for Fiscal Year 2005/2006
PREPARED BY:
Beryl Yasinosky, Management Analyst
RECOMMENDATION: That the City Council approve the First Amendment to the annual
professional services agreement for Fiscal Year 2005/2006 with PELA for landscape plan check and
inspection services in the amount of $25,000.00 and authorize the Mayor to execute the agreement.
BACKGROUND: On June 14,2005 the City Council approved the agreement with
PELA in the amount of $50,000.00 to provide the Public Works Department, CIP Division,
landscape plan check and inspection services to insure landscape improvements are constructed as
part of the City's Capital Improvement Program and are designed and constructed to City standards.
The First Amendment to the PELA agreement is necessary due to an increase in landscape plan
check and inspection services needed for ongoing CIP construction projects. In orderto avoid any
lapse or delays in these plan check and inspection services, the Public Works Department, CIP
Division, is requesting approval of this First Amendment to continue the professional services
agreement with PELA for an additional amount of $25,000.00 for Fiscal Year 2005/2006.
Landscape plan check and inspection services will continue to be provided on an hourly basis,
which is consistent with the accounting system for CI P projects. Funding for these services is
available within each respective CIP project budget.
The consultant will submit a cost proposal for each services request. Once a scope of service and
schedule of fees are negotiated, funds are allocated from the corresponding project budget. Only
approved CI P projects will utilize the services under this agreement, unless directed otherwise by
the City Manager or City Council.
FISCAL IMPACT: Adequate funds have been allocated from the corresponding Capital
Improvement Project Budgets for the contract amount of $50,000.00 plus the First Amendment
amount of $25,000.00 for a total contract amount of $75,000.00.
ATTACHMENTS:
First Amendment to Contract
FIRST AMENDMENT TO
ANNUAL FISCAL YEAR 2005-2006 AGREEMENT
PROFESSIONAL LANDSCAPE PLAN CHECK & INSPECTION
SERVICES
BETWEEN CITY OF TEMECULA AND
PELA
THIS FIRST AMENDMENT is made and entered into as of February 28, 2006 by and
between the City of Temecula, a municipal corporation ("City") and PELA ("Consultant") for
Professional Landscape.Plan Check and Inspection Services. In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
1. This Amendment is made with respect to the following facts and purposes:
A. On June 14, 2005 the City and Consultant entered into that certain
agreement entitled "Cily of T emecula Agreement" in the amount of Fifty Thousand Dollars and No
Cents ($50,000.00) for Professional Landscape Plan Check and Inspection Services for Fiscal Year
2005-2006" ("Contract").
B. The parties now desire to amend the Agreement as set forth in this First
Amendment for an amount not to exceed Twenty Five Thousand Dollars and No Cents
($25,000.00) for additional Fiscal Year 2005-2006 Landscape Plan Check and Inspection Services.
2. Section 5a Payment of the Agreement is hereby amended to read as follows:
a. The City agrees to pay Consultant monthly, in accordance with the payment
rates and schedules and terms set forth in Exhibit B for services described in
Section B of Exhibit A, attached hereto and incorporated herein by this
reference as set forth in full. The First Amendment amount shall not exceed
Twenty Five Thousand Dollars and No Cents ($25,000.00) for additional
FiscalYear 2005-2006 Landscape Plan Check and Inspection Services for a
total contract amount of Seventy Five Thousand Dollars and No Cents
($75.000.00).
3. Except for the changes specifically set forth herein, all other terms and conditions of
the Agreement shall remain in full force and effect.
1
R:L4GREEMENTSIMASTERSIANNUAL MASTER\2005-2006 ANNUAL MASTER1PELA AMEND J 2005-06.DOC
IN WITN ESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
CITY OF TEMECULA
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC, City Clerk
Approved As to Form:
Peter M. Thorson, City Attorney
CONTRACTOR
PELA
. 637 Arden Dr.
Encinitas, CA 92024
(760) 944"8463
Michael G. Elliott, ASLA
2
R:IAGREEMENTSIMASTERSlANNUAL MASTER\2005-2006 ANNUAL MASTER1PElA AMEND 1 2005..()6.DOC
May 9, 2005
Ms. Anita J. Pyle, Administrative Secretary
CITY OF TEMECULA
. Public Works Department
43200 Business Park Drive
Temecula, California 92589-9033
RE: City of Temecula, Public Works Department
Landscape Plan Check & Inspection Services
Dear Ms. Pyle,
At your request I am providing a proposal for landscape plan check and inspection services for the Public
Works Department. The following are our proposed scope of services and fees:
SCOPE OF SERVICES:
A. Upon notification from the Public Works Department that construction plans are ready for
review, PELA will pick up plans at the City. Two sets of plans will be required.
B. PELA will review the plans verifying consistency with Public Works Department standards and
specificatiolls, map conditions of approval and CC&R's. One set of plans will be red-lined with
comments notifying the applicant of necessary revisions to be made to bring the plans into
conformance with Public Works Department standards. Items not addressed in Public Works
standards but that are outside of profession norms will also be marked for explanations from the
applicant.
C. PELA will return plans and plan check comments to the Public Works Department within two (2)
weeks of receipt of the first submittal; one (I) week for second and third submittals. Plan check
comments will also be provided via e-mail for use by the City.
D. Once revisions have been resubmitted by the applicant, PELA will re-check the plans for
conformance. Should all revisions have been made and all questions answered, the plans will be
ready for approval. If all revisions are not made, one set of plans and t1i.e check list will be red-
lined again and returned to the applicant a second time for revisions. This process will continue
until the plans are brought into conformance with City standards and professional norms.
E. Upon request of the Public Works Department, PELA will review and approve construction cost
estimates of proposed improvements in order to determine bonding requirements if required for
the project.
F. Upon request of the Public Works Department, PELAwill provide landscape construction ,
inspection services in order to insure implementation is in conformance with the approved plans.
A written report will be provided to the project manager after each inspection.
637 Arden Drive. Encinitas . California. 92024 . (760) 944-8463
.
Ms. Anita J. Pyle
Landscape Plan Check & Inspection Services
May 9, 2005
Page 2
FEES:
Fees for the above scope of services will be charged hourly at the following rate:
$90.00 per hour
Let me know if you need our office project experience list or personnel resumes for review.
You should have our latest certificates of insurance that cover our office until August of2005. We will
be renewing them at that point and will forward updated documents at that time. Should you have any
questions or need additional information, please feel free to contact me.
Sincerely,
~Ll&.~it-
Michael G. Elliott
Landscape Architect, No. 2011
c:ICity ofTemecula Plan ChecksIPublic Works Proposal.2005
ITEM NO.9
Approvals
City Attorney
Director of Finance
City Manager
~f'"
114-
~
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
First Amendment to Fiscal Year 2005/2006 Annual Citywide Maintenance
Contract
PREPARED BY:
Bradley A. Buron, Maintenance Superintendent
RECOMMENDATION: That the City Council approve the First Amendment to the Fiscal Year
2005/2006 Annual Citywide Routine Maintenance Contract with Becker Engineering for an amount
of $100,000.00 and authorize the Mayor to execute the amendment.
BACKGROUND: On June 14, 2005 the City Council approved the Fiscal Year
2005/2006 Annual Citywide Routine Maintenance Contract with Becker Engineering in the amount
of $200,000.00 to provide citywide routine maintenance and construction work throughout the City.
This work generally ranges in costs from over $1 ,000 to under $25,000 and involves miscellaneous
repairs to drainage areas, sidewalks, curbs, gutters, and storm drains to include excavation and
emergency response during the rainy season.
This First Amendment to this contract is necessary due to an increase in the number of large
maintenance repair projects throughout the City, additional erosion control improvements forthe low
flow crossing and an increase of routine street maintenance within the newly annexed Redhawk
area. This increase to the original contract will allow staff to respond to emergency repairs and
routine improvements in an expeditious manner without jeopardizing administrative requirements. It
is important to understand that the not to exceed amount of $1 00,000.00 does not necessarily mean
it will be spent but rather is a ceiling to operate, on an as needed basis.
Although staff has additional contractors available and under contract, some of the types of services
these contractors provide are limited and Becker Engineering has been the most consistently
available and responsive. The additional contractors on contract are specialized in different area's
of construction and do not perform the same job tasks or emergency response excavation and
repairs as Becker Engineering. This has resulted in the need to amend the Becker Engineering
contract.
FISCAL IMPACT: Adequate funds have been budgeted in the Fiscal Year 2005/2006
Budget for the Public Works Maintenance Division, Routine Street Maintenance and Drainage
Facility Maintenance for Becker Engineering original contract amount of $200,000.00 plus the First
Amendment amount of $100,000.00 for a total contract amount of $300,000.00.
ATTACHMENTS:
1. Amendment NO.1
2. Agenda Report June 14, 2005
FIRST AMENDMENT TO
FISCAL YEAR 2005-2006
ANNUAL CITYWIDE MAINTENANCE CONTRACT
BETWEEN CITY OF TEMECULA AND
BECKER ENGINEERING
THIS FIRST AMENDMENT is made and entered into as of February 28, 2006 by and
between the City of Temecula, a municipal corporation ("City") and BECKER ENGINEERING
("Contractor"). In consideration of the mutual covenants and conditions setforth herein, the parties
agree as follows:
1. This Amendment is made with respecl to the following facts and purposes:
A. On June 14,2005 the City and Contractor entered into that certain agreement
entitled "City of Temecula Agreement in the amount of $200,000.00 for Citywide Maintenance
Services" ("Contract").
B. The parties now desire to amend the Agreement as set forth in this First
Amendment for an amount not to exceed One Hundred Thousand Dollars and No Cents
($100,000.00) for additional Cilywide Maintenance Services.
2. Section 3a of the Agreement is hereby amended to read as follows:
a. Contractor shall be compensated for actual work performed on the basis of
the labor and equipment rates set forth in Exhibit "B", labor and Equipment Rates,
attached hereto and incorporated herein as though set forth in full, the cost of
materials approved by Ihe Director pursuant to the procedures setforth in Exhibit "A".
The First Amendment amount shall not exceed One Hundred Thousand Dollars
and No Cents ($100,000.00) for additional Citywide Maintenance Services. The
maximum a mount 0 f payment under this Agreement shall not exceed the total
contract amount of Three Hundred Thousand Dollars and No Cents
($300,000.00) unless a higher amount is approved by the City Council by
amendment to this Agreement.
3. Except for the changes specifically set forth herein, all other terms and conditions of
the Agreement shall remain in full force and effect.
1
R:\MAINrAfNl WKORDERS1CONTRACF MASTERSI2005-2006IBECKER FY05-06 AMEND 1.DGe
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
CITY OF TEMECULA
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC, City Clerk
. Approved As to Form:
Peter M. Thorson, City Attorney
CONTRACTOR
Becker Engineering
P.O. Box 890365
Temecula, CA 92589-0365
(951) 731-3991
Walter K. Becker, Owner
2
R:\MA1NTAINl WKORDERSICONTRACT MASTERS\2005-2006\BECKER FY05-06 AMEND I.DOC
APPROVAL
CITY ATTORNEY
DIRECTOR OF FINANCE
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
~~ William G. Hughes, Director of Public Works
June 14,2005
FROM:
DATE:
SUBJECT:
Public Works Fiscal Year 2005-2006 Annual Maintenance Agreements
1.
2.
3.
4.
5.
6.
7.
8.
PREPARED BY: ~ Bradley A. Buron, Maintenance Superintendent
RECOMMENDATION: That the City Council approve the Annual Maintenance contracts for
Fiscal Year 2005-2006 with:
NPG, Inc. (aka Nelson Paving & Sealing) for an amount not to exceed
Toran Development & Construction for an amount not to exceed
Pacific Striping, Inc.
Strong's Painting for an amount not to exceed
Monteleone Contractors; Inc., for an amount not to exceed
Becker Engineering for an amount not to exceed
Imperial Paving Company, Inc., for an amount not to exceed
Rene's Commercial Management, for im amount not to exceed
$ 50,000.00
$ 50,000.00
$ 50,000.00
$100,000.00
$150,000.00
$200,000.00
$200,000.00
$200,000.00
BACKGROUND: Each year the City enters into numerous citywide routine street and stonn
drain maintenance agreements with various contractors that perfonn minor (small job) maintenance
. work throughout the City. These jobs usually range in cost from over $1,000 to under $25,000 and
involve miscellaneous repairs to roadways, drainage areas, sidewalks, curbs, cutters, storm drains,
including excavation and emergency call-out. Nevertheless, each job requires an agreement between
the City and the contractor. In an effort to streamline these contractual requirements, staff has taken
measures to place under agreement eight (8) contractors that are very capable of perfonning routine
jobs and emergency repairs with little notice. Essentially, these agreements will give staff administrative
tools needed to efficiently execute minor routine maintenance and emergency work by having executed
agreements which satisfy Insurance, prevailing wage requirements, tenns and conditions as well as a
general scope of work. This contracting technique Is widely used by cities to employ a higher more
responsive maintenance capability. Also, In the event of harsh weather that can impinge the safety of
the City roadways, and other City maintained areas, these agreements can facilitate an expedient
. reaction and resolution to adverse conditions without jeopardizing administrative requirements. It is
important to understand that the not to/exceed $50,000.00 to $200,000.00 amounts does not
necessarily mean it will be spent but rather is a ceiling to operate on an as needed basis.
1
Although some jobs may be better accomplished by one contractor because of equipment availability,
timing issues and job location, every effort will be made by staff to distribute the work load evenly
between these contractors. The contractor will be responsible for providing a work proposal for each
. job, which must be approved by staff before any work is started.
Staff mailed letters to thirteen (13) contractors in the local area that could meet the described minor
roullne maintenance work required. The fetters requested time and material pricing for both labor and
equIpment rates. It also Included holiday andovemight rates. Eight (8) out of the thirteen (13)
contractors responded and provided competitive labor and equipment rates as seen in Exhibit "S" of
each agreement. Review of these rates has delennlned they are consistent with current prevailing
wages and current houriy equipment rates previously paid by the City. The contractors listed below
responded to the request for time and material rates and are recommended for a not to exceed
$50,000.00 to $200,000.00 agreements for a one (1) year tenn.
ComDanv
Amount not to Exceed
Term
1. NPG, Inc. (aka Nelson Paving & Sealing) for an amount not to exceed
2. . Toran Development & Construction for an amount not to exceed
3. Pacific Striping, Inc.
4. Strong's Painting for an amount not to exceed
5. Monteleone Contractors, Inc., for an amount not to exceed
6. Becker Engineering for an amount not to exceed
7. Imperial Paving Company, Inc., for an amount not to exceed
8. Rene's Commercial Management, for an amount not to exceed
$ 50,000.00
$ 50,000.00
$ 50,000.00
$100,000.00
$150,000.00
$200,000.00
$200,000.00
$200,000.00
FISCAL IMPACT: Adequate funds have been budgeted .in the Fiscal Year 2005-2006 Public Work's,
Maintenance Division Operating Budgetfor; Drainage Facility Maintenance Account No. 001-164-601-
5401; Routine Street Maintenance Account No. 001-164-601-5402; Old Town Repair & Maintenance
Account No. 001-164-603-5212; and Other Outside Services Account No. 001-164-603-5250.
ATTACHMENT:
1. Contractor Mailing List
2. Contracts
2
Contractor Mailing List
FISCAL YEAR 2005.2006
1. N P G Corporation (Nelson Paving)
P.O. Box 1515
Perris, CA 92575
(951) 940-0200
2. Del Rio Enterprise
42181 Avenlda Alvarado
Temecula, CA 92590
3. Walter K. Becker (DBA Becker Engineering)
P.O. Box 890365
Temecula, CA 92589-0365
(951) 712-2341
4. Rene Commercial Management
1002 Luna Way
San Jacinto, CA 92583
(951) 487-0247
5. Monteleone Contractors, Inc.
39054 Camino Hennosa
Murrieta, CA 92563
(951) 538.e537
6. Toran Development & Construction (Gary Clapp)
37110 Mesa Rd
Temecula, CA 92592-8633
(951) 302-5965
7. Murrieta Development
42540 Rio Nedo
Temecula, CA 92590-3727
(951) 719-1680
8. Imperial Paving Co., Inc.
Fritz Coy
13555 E.lmperial Highway
Whittier, CA 90605
(562) 523-0975
9. Pacific West Construction
Arthur R. Coltrain Jr.
637 N. Emerald Dr.
Vista, CA 92803
(760) 639-17291 FAX (760) 639-1904
10. Strong's Painting
31265 Saddleback Lane
Menifee, CA 92584
(951)679~554/CELL(909)730-5445
3
11. Road Works,lnc.
Attn: Kelly Blocker
303 Short St.
Pomona, CA 91756
(909) 469-5101
12. GSI Pacific Roofing & Design
Gary Ingram, Vice President
P.O. Box 892607
Temecula, CA 92589
614W. 1841h St.
Gardena, CA 90248
(951) 303.()878
13. Pacific Striping, Inc.
Scott Fisher
P.O. Box 1691
Whittier, CA 90609
15340 Dittmar Dr.
Whittier, CA 90603
(562) 945-7805
4
ITEM NO.1 0
Approvals
City Attorney
Director of Finance
City Manager
~
1J/2
~
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
Amendment NO.2 for Consulting Services, State Route 79 South Medians
between 1-15 and Butterfield Stage Road - Project No. PW02-14
PREPARED BY:
Amer Attar, Principal Engineer
Scott Harvey, Associate Engineer
RECOMMENDATION: That the City Council approve Amendment NO.2 to the agreement
with Project Design Consultants in an amount not to exceed $25,610.00, and authorize the Mayorto
execute the amendment.
BACKGROUND: On May 27, 2003 the City Council approved a consulting services
agreement with Project Design Consultants in the amount of $180,088.00 to provide professional
engineering and landscape architectural services for the State Route 79 South Medians between 1-
15 and Butterfield Stage Road, Project No. PW02-14. On October 11, 2005 the City Council
approved Amendment No.1, in the amount of $25,000.00.
This second Amendment includes two components. The first component is the extra work needed
to create four new modified traffic signal plans. Second, the extra work is to change the current
irrigation system to a Reclaimed Water system, which includes changing and revising the complete
set of irrigation plans to meet Rancho California Water District's standards. Using reclaimed water
is mandated by state law, if it is feasible and available. The total amount for both components is
$25,610.00.
FISCAL IMPACT: The SR79S Medians between 1-15 and Butterfield Stage Road is a
Capital Improvement Project funded through Development Impact Fees - Street, Assessment
District 159, and reimbursement from Caltrans. Adequate funds are available in Account No. 210-
165-625-5805 to cover the original contract amount of $180,088.00 plus the First Amendment
amount of $25,000.00 and Second Amendment amount of $25,61 0.00 for a total contract amount of
$230,698.00.
ATTACHMENTS:
1. Project Location
2. Project Description
3 Amendment NO.2
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SECOND AMENDMENT TO AGREEMENT
BETWEEN CITY OF TEMECULA AND
PROJECT DESIGN CONSULTANTS
RECLAIMED WATER & TRAFFIC SIGNALS
SR79S MEDIANS BETWEEN 1-15 AND BUTTERFIELD STAGE ROAD
PROJECT NO. PW02-14
THIS SECOND AMENDMENT ism ade and entered into as 0 f October 11, 2005 by a nd
between the City of Temecula, a municipal corporation ("City") and Project Design
Consultants ("Consultant"). I n 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 May 27, 2003 the City and Consultant entered into that certain agreement
entitled "City of Temecula Agreement for Professional Engineering and Landscape
Architectural Design for SR79S Medians between 1-15 and Butterfield Stage Road
("Agreement") in the amount of One Hundred Eighty Thousand Eighty Eight Dollars and
No Cents ($180,088.00).
B. The agreement was amended on October 11, 2005 for additional design
services to modify the medians islands and for the design of the entry monuments at
Pechanga Parkway in the amount of Twenty Five Thousand Dollars and No Cents
($25,000.00).
2. The parties now desire to increase the payment for additional design services in the
amount of Twenty Five Thousand Six Hundred Ten Dollars and No Cents ($25,610.00)
and amend the Agreement as set forth in this Amendment.
3. Section 5a Pavment of the Agreement is hereby amended to read as follows:
a. The City agrees to pay Consultant monthly, in accordance with the
payment rates and schedules and terms set forth in Exhibit B for services
described in Section B of Exhibit A, attached hereto and incorporated
herein by this reference as though set forth in full. The Second
Amendment amount shall not exceed Twenty Five Thousand Six
Hundred TEm Dollars and No Cents ($25,610.00) for additional
Professional Engineering and Landscape Architectural Design for SR79S
Medians between 1-15 and Butterfield Stage Road as shown on the
Consultants proposal attached to this Amendment for a total contract
amount, of Two Hundred Thirty Thousand Six Hundred and Ninety
Eight Dollars and No Cents ($230,698.00).
4. Amend Exhibit A to the Agreement is deleted and in its place is substituted a new
Exhibit A which is attached to this Amendment and incorporated herein as though set forth in
full.
5. Except for the changes specifically set forth herein, all other terms and conditions of
the Agreement shall remain in full force and effect.
R;\CIP\PROJE~TS\PW02\PW02-14 SR 79 S Medians\Agreements\PDC Amend No. 2a.dol
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
CITY OF TEMECULA
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC, City Clerk
Approved As to Form:
Peter M. Thorson, City Attorney
CONSULTANT
Project Design Consultants
43460 Ridge Park Dr., Suite 170
Temecula, CA 92590
(951) 695-5596
Patricia Trauth, Assistant Vice President
Bill Dick, Executive Vice President
(Two Signatures Required For Corporations)
EXHIBIT A
Additional Professional Engineering and Landscape Architectural Design for SR79S Medians
between 1-15 and Butterfield Stage Road. Project No. PW02-14.
r:".
,tttf>;.5';;
,:ii\I"
.
PROJECT DESIGN CONSULTANTS
701 B STREET, SUITE 800
SAN DIEGO, CA 92101
619.235.6471 TEL
619.234.0349 FAX
I WWW.PROjECTDE..GN.COM
File: 2510.00
F05-831
November 9, 2005
Mr. Scott Harvey
CITY OF TEMECULA
Department of Public Works
43200 Business Park Drive
Temecula, California 92589-9033
SUBJECT: Change Order No. 6 - Additional Services for Modification of Plans to
Utilize Reclaimed Water for the Irrigation System.
Dear Scott:
Per your e-mail on November 1, 2005, we have reviewed your request for additional design
services to modify SR-79 South Median Irrigation Plans to utilize reclaimed water for the
irrigation system.
Task 1. Research Requirements: Project Design Consultants (PDq will contact Rancho
California Water District and research the requirements, plan check procedures and
deposits associated with designing and installing a reclaimed water system.
Appropriate signature blocks for approval will be added.
FIXED FEE
$
725
Task 2. Setback Requirements: PDC will review the plans and determine areas where the
setbacks impact the plans and will require sleeving/adjustments to the irrigation
lines. .
FIXED FEE
$ 1,200
Task 3. Details and Notes: PDC will review and revise the notes to reflect a reclaimed
water system. Details and notes will be added that address horizontal separation,
. cross connection tests and other requirements the water district deeins as
necessary. Notes and details indicating and defining the signage requirements will
be included.
FIXED FEE
$ 1,800
Task 4. Processing: of Plans; PDC will process the plans with the Rancho California Water
District and revise plans as needed.
FIXED FEE
$ 1,160
SAN DIEGO. PHOENIX. TEMECULA . BAKERSFIELD
R:\WP\CONlRACTI2500\2510C06.doc
~ PRO~ECT DESIGN CONSULTANTS
Mr. Scott Harvey
File: 251O.00C
Nov. 9, 2005
Page 2
Task 5 Proiect Management: PDC will provide additional services to perform, task
coordination, project management, and QAlQC, as well as time for
review/processing meetings.
FIXED FEE
$ 725
$ 5,610
TOTAL CHANGE ORDER NO.6
If this change order is acceptable, please acknowledge by signing in the space provided
below and return one signed original for our files.
Very truly yours,
BUDGET CHANGE ORDER NO.6
ACKNOWLEDGED AND ACCEPTED BY:
~.~~~
Patricia Trauth, ASLA, AICP
Assistant Vice President
Scott Harvey, PE
Associate Engineer - CIP
Date
R:\WP\CONlRACI"I2500\2510C06.doc
.....:>
~j'"
PROJECT DESIGN CONSULTANTS
701 B STREET, SUITE 800
SAN DIEGO, CA 92101
61g.235.647i TEL
619.234.0349 FAX
WWW.PRO}ECTDESIGN.COM
File: 2510.00
F06- 7 4
RECEIVED
JAN 3 1 2006
January 25,2006
Mr. Scott Harvey
CITY OF TEMECULA
Department of Public Works
43200 Business Park Drive
Temecula, CA 92589-9033
CITY OF TEMECULA
PUBLIC WORKS DEPARTMENT
SUBJECT: Change Order No.7 - Requested Additional Engineering Services for
Modification of Three Signal Plans
Dear Scott:
As a result of our meeting on Monday, January 23, 2006, and per City staff request, Project
Design Consultants (pDq has prepared this change order to reflect preparation and
submittal of plans to modifY three existing signals on State Route 79 in City of Temecula,
California. The following scope and fee is provided as part of this change order for your
review and approval.
ROAD DESIGN CHANGES
Task I. Modified Signal Plan Preparation: PDC will review the existing signal plans for
the intersection of Pachanga and SR-79, Margarita and SR-79 and Meadows
Parkway and SR-79. PDC will modify the signal plans as necessary to
accommodate the proposed median improvements, and charmelizations. Existing
signal equipments: poles, mast arms, signal heads, loops, etc. will be salvaged, and
if necessary will be relocated or replaced. New modified signal plans will be
prepared to reflect the required changes per the City of Temecula signal plan
preparation requirements and standards. The fee will include two review and
response cycles prior to final approval.
TIME-AND-MATERIALS FEE
(Not-to-exceed prior to written authorization by Client)
$ 16,000
Task 2. Coordination and Management: This will include coordination and meeting with
the City Staff, and the design team, as well as overall management of the work
related to preparation, submittal and approval of these modified signal plans.
TIME-AND-MATERIALS FEE
(Not-to-exceed prior to written authorization by Client)
$ 3,500
R:\WP\CONIRACf\2500\2510C07.doc
SAN DIEGO' PHOENIX' TEMECULA . BAKERSFIELD
~~ PROJECT DESIGN CONSULTANTS
Mr. Scott Harvey
File: 2510.00
January 25,2006
Page 2
Task 3. Reimbursables: Reimbursable charges for blueprinting, photographic mylar
reproduction, photocopying, travel and mileage, delivery services, long-distance
telephone charges, computerized plotting, special graphic supplies, facsimiles, and
other direct project charges incurred on behalf of Client will be billed to Client at
cost plus 10%.
TIME-AND-MATERIALS FEE
(Not-to-exceed prior to written authorization by Client)
$
500
TOTAL CHANGE ORDER NO.7
$ 20,000
If this change order is acceptable, please acknowledge by signing in the space provided
below and return one signed original for our files.
Very truly yours,
Darab BouzllIjom
Associate
, . .
~~~
/
Patricia Trauth, ASLA, AICP
Assistant Vice President
Project Manager
Date
EXHIBIT B
PAYMENT RATES AND SCHEDULE
File: F03-384
May 15, 2003
Page 9 of 9
EXHmIT ''B''
LABOR RATE SCHEDULE
Effective October 1, 2002
Senior Principal
Principal
Project Manager
Planning, Environmental & Landscape Architecture
Senior Project Planner, Senior Landscape Architect
GIS Specialist
Project Planner, Graphics Coordinator
Landscape Architect, Urban Designer
Electronic Visualization Specialist
Planning Assistant, GIS Technician
Landscape Designer, Graphics Artist
Landscape Drafter, Ass!. Landscape Designer
Clerical
Planning Intern
Engineering
Senior Project Engineer
Design Manager
Project Engineer, Design Supervisor, Water Quality Engineer
Senior Civil Designer
Design Engineer
Civil Engineer, CADD Manager
Assistant Civil Engineer, Civil Designer
Design Drafter
Drafter
Clerical
Junior Technician
Surveying, Photogrammetry
Site Manager, Crew Manager, Senior Surveyor
Mapping Manager
Photogrammetric Mapping Manager
Surveyor
Crew/Mapping Coordinator
Survey/Map Tech II, Photogrammetrist
Survey/Map Tech I
Photogrammetric Map Editor
Clerical
2-Man Survey Crew (Conventional)
3-Man Survey Crew (Conventional)
I-Man Crew (GPS; 1 Receiver)
2-Man Crew (GPS; 2 Receivers)
3-Man Crew (GPS; 3 Receivers)
$200
$165
$135
$100
$90
$85
$80
$80
$15
$69
$58
$55
$31
$120
$110
$105
$95
$90
$80
$15
$70
$60
$55
$50
$110
$110
$95
$95
$90
$80
$70
$60
$55
$180
$200
$120
$195
$250
Reimbursable charges for blueprinting, photographic mylar reproduction, photocopying, travel and mileage, delivery
services, long-distance telephone charges, computerized plotting, special graphic supplies, facsimiles, and other
direct project charges incurred on behalf of Client will be billed to Client at cost plus 10%.
Rates subject to change without notice after June 3D, 2003
RlWPfCONlF03/F03~384SCP.DOC
ITEM NO. 11
Approvals
City Attorney
Director of Finance
City Manager
V
1/12-
~
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
Purchase of a City Utility Vehicle with Aerial Lift
PREPARED BY:
Gus Papagolos, Fiscal Services Manager
Ali Moghadam, Principal Engineer - Traffic
RECOMMENDATION:
That the City Council:
1. Authorize the purchase of a City Utility Vehicle with a 45 foot aerial lift from Altec
Industries, Inc. in the amount of $118,298.73.
2. Approve a capital asset allocation of $38,298.73 in the Vehicle Internal Service Fund.
BACKGROUND: The adoption of the Fiscal Year 2005-2006 Annual Operating Budget
allocated the funding for the purchase of a utility truck with aerial lift to be used by the Public Works
Traffic Division. The utility/aerial vehicle's primary use will include traffic signal and safety lighting
maintenance. The design of the vehicle's two (2) person aerial bucket will enable safe traffic signal
maintenance at heights up to 45 feet. Although the primary use of this truck will be for traffic signal
and safety lighting maintenance, additional uses will include banner replacement, Old Town lighting
maintenance and City owned facility maintenance. This truck will include a gasoline engine versus
the typically installed diesel engine for a truck of this capacity.
On December 12, 2005 City staff began researching the purchase of this vehicle. After talking with
several Southern California equipment dealers, staff determined that this vehicle could be
purchased through a government contract from General Services Administration. The prices have
been bid and awarded through the California Multiple Award Schedules (CMAS). This is a very
competitive contract which affords Cities the ability to add and remove optional equipment with the
purchase of major equipment items at reduced, pre-established government pricing. Within the
State of California there were 18 of these trucks sold to municipalities during the first 6 months of
this fiscal year from the CMAS contract.
Vendor
Altec Industries, Inc.
Vehicle/model
45 Foot Aerial
Altec Model TA37S
Price
$118,298.73
FISCAL IMPACT: With the additional allocation of $38,298.73, adequate funds are
available in the Vehicle I nternal Services Fund for this purchase and adequate funds are available
for vehicle depreciation expense for this fiscal year.
ITEM NO. 12
Approvals
City Attorney
Director of Finance
City Manager
V
IJIZ
~
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Grant Yates, Assistant to the City Manager
DATE:
February 28, 2006
SUBJECT:
Resolution of Support - AB 1871 & AB 1989 (At the request of Council Member
Naggar)
PREPARED BY:
Aaron Adams, Sr. Management Analyst
RECOMMENDATION:
That the City Council adopt a resolution entitled:
RESOLUTION NO. 06-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA SUPPORTING ASSEMBLY BILL 1871
(BENOIT) & ASSEMBLY BILL 1989 (GARCIA) WHICH
BOTH PROPOSE IMPROVING INTERACTIONS
BETWEEN WIRELESS SERVICE PROVIDERS AND LAW
ENFORCEMENT DURING EMERGENCY SITUATIONS
WHERE A LIFE MAY BE AT STAKE
BACKGROUND: In light of a recent situation in Riverside County where law
enforcement agencies were searching for a stolen car containing a 1 O-month-old boy, two bills are
now being considered that would enact legislation improving emergency communications between
law enforcement agencies and wireless service providers in the form of Assembly Bill 1871 (Benoit)
and Assembly Bill 1989 (Garcia). At the request of Council Member Naggarthis resolution seeks to
support state legislators in their efforts to better streamline communication between authorities and
wireless service providers in emergency situations.
On the morning of December 23, 2005, a Lincoln Aviator was stolen from the driveway of a
Riverside County residence with a 1 O-month old boy buckled into the backseat. There was also a
cell phone, equipped with a global positioning system (GPS) in the car. When Sprint, the cell
phone's carrier, was contacted in an attempt to locate the vehicle, the company claimed that it could
not give out the coordinates of the vehicle. Sprint claims there was an "atypical delay" in providing
law enforcement with the location information requested from the Riverside County Sheriff's
Department and the boy's family to track and disclose the location of the car.
On January 10, 2006, Council Member Naggar sent Sprint a letter requesting specific information
about this incident openly expressing concern about this and possibly future situations. Sprint
responded in a letter dated January 25'h outlining their approach, further stating they are
investigating this matter due to the "atypical delay" that occurred in this instance and reiterating that
they are mandated and restricted by many federal, state and local privacy laws that can often
contribute to delays in responding to such requests. These correspondences are attached to staff
report.
In this type of emergency situation, the responding agency should be able to take advantage of
whatever means necessary to help. In a life or death situation, it is the City's hope to ensure that
law enforcement can obtain immediate and accurate information from wireless service providers -
and thatthose wireless providers have the legal authority they need to release required information.
Assembly Member Benoit has worked with the Riverside County Board of Supervisors, wireless
phone providers, and law enforcement authorities to develop new legislation to improve these
communications.
In addition, Assembly Member Garcia's legislation proposes to require the Public Utilities
Commission to require every telecommunications service provider that sells/leases or otherwise
provides a customer with a handset or other voice communication device that is equipped with
Global Positioning System (GPS) capability, to disclose to the customer the existence of the device's
GPS capability. The bill would require the disclosure be provided to the customer, in writing, and to
clearly and conspicuously disclose that, when activated, the device's GPS capability can be used to
quickly and accurately locate the device. This legislation is in an effort to further streamline the
process when a legitimate emergency request is placed with a telecommunications service provider.
At the request of Council Member Naggar, the attached resolution of support has been developed
for City Council consideration.
FISCAL IMPACT:
None
ATTACHMENTS:
Resolution 06-
City Council Member Naggar Letter-Jan 10
Sprint Letter-Jan 25
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF TEMECULA SUPPORTING ASSEMBLY
BILL 1871 (BENOIT) & ASSEMBLY BILL 1989
(GARCIA) WHICH BOTH PROPOSE IMPROVING
INTERACTIONS BETWEEN WIRELESS SERVICE
PROVIDERS AND LAW ENFORCEMENT DURING
EMERGENCY SITUATIONS WHERE A LIFE MAY
BE AT STAKE
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
WHEREAS, on the morning of December 23, 2005, a Lincoln Aviator was stolen
from the driveway of a Riverside County residence with a 10-month old boy buckled into
the backseat; and
WHEREAS, there was also a cell phone, equipped with a global positioning
system (GPS) in the stolen car; and
WHEREAS, When Sprint, the cell phone's carrier, was contacted in an attempt to
locate the vehicle, the company claimed that it could not give out the coordinates of the
vehicle due to the company's privacy policy; and
WHEREAS, in this incident the child was safety recovered and returned by
authorities yet potentially could have been found sooner with greater cooperation with
the wireless service provider; and
WHEREAS, Sprint was sent a letter by Council Member Naggar on January 10,
2006 requesting specific information on what transpired and how the City may assist in
prohibiting this type of incident from occurring; and
WHEREAS, Sprint responded on January 25th stating they are further reviewing
what happened and they also indicated the restrictions and mandates placed on them
by federal, state and local privacy laws exacerbate the time needed to process such
requests for information; and
WHEREAS, Assembly Member Benoit and Assembly Member Garcia have
introduced legislation that would improve interactions between wireless service
providers and law enforcement during emergency situations where a life may be at
stake; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Temecula as follows:
The Cit Y of Temecula commits to supporting both AS 1871 and AS 1989 as
outlined to provide a more stream-lined approach to privacy standards, and lessen the
bureaucracy in an emergency situation
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 28th day of February , 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 28th day of February, 2006, by the
following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
4
Ronald H. Roberts
Mayor
Chuck Washington
Mayor Pro-Tern
Jeff Comerchero
Council Member
Maryann Edwards
Council Member
Michael S. Naggar
Council Member
951-506-5100
FAX 951-694-6499
(j Printed on Recycled Paper
c;~ of Temecula
43200 Business Park Drive. Ternecu/a. CA 92590 . MailingAddress: P.O. Box 9033 . Ternecula. CA 92589-9033
(95/) 506-5/00 . Fax (95' I 694-6499 . www.cityofternecu/a.org
January 10, 2006
Sprint Corporate Headquarters
Attn: Gary D. Forsee, President and CEO of Sprint Nextel
2001 Edmund Halley Drive
Reston, VA 20191
Dear Mr. Forsee:
My name is Mike Naggar, and I currently serve on the Temecula City Council.
I am writing this letter to you as an individual Council Member.
I am greatly concerned and seriously question the policies set forth by Sprint in
not disclosing information that would aid public safety personnel to possibly
save a life or in this case recover a lost child.
In an article reported and written in the Riverside County, California edition of
the Press Enterprise on Saturday, December 3, 2005 (attached), it was not clear
to me why Sprint could not look -beyond bureaucratic red tape to assist law
enforcement persoilllel in locating a child who was missing in a stolen vehicle.
A cell phone equipped with a GPS system in the stolen car was the key to
locating the car and hopefully the child that was stolen in the car. This
information was withheld despite the request of the parents of the missing child
and law enforcement authorities. I implore you to explain why Sprint officials
would not cooperate with law enforcement officials after the parents had given
their consent to release this information?
The article references that "under more urgent circumstances, Sprint follows a
slightly looser company policy". I ask you what situation would be graver than
a child being abducted in a stolen car? Wouldn't this qualify as a situation that
is "exigent and dire" as explained by Sprint spokeswomen Kathleen Dunleavy?
Again, I am greatly concerned about reading this, and I intend to take this issue
before the City of Temecula, California City Council in the form of a resolution
against this type of occurrence happening again. I intend to shine a very bright
light on this issue and Sprint by discussing this situation with California State
Senator Dennis Hollingsworth, Congressman Darrell Issa and various media
outlets both locally and nationally.
Sprint-GPS to Save a Child
Page 2
I am asking for a response from Sprint by Thursday. January 26. 2006
explaining why you could not help this family under these conditions. I am
giving you the benefit of the doubt there was a better reason than what was
reported in this article and I would also like to know what can be done to assure
this unfortunate incident does not impede any future life-saving efforts in this
country.
If you would like to personally discuss this with me, lean be reached at (951)
506-5100 or via email at Mike.Naggarial.citycouncil.org. I look forward to your
response to the questions I have posed.
Sincerely,
r0~,,-\;kJY\ 0<-
Michael S. Naggar
Council Member
City of Temecula, Ca
Attacliment: Press Enterprise Article-Dee 31, 2005
Press Enterprise Article-J an 10, 2006
CC: Temecula City Council
Congressman Darrell Issa
Senator Dennis Hollingsworth
Riverside County Board of Supervisors
Riverside County Sheriff Bob Doyle
Bill O'Reilly (The O'Reilly Factor)
John and Ken Show (KFI AM 640)
January 25, 2006
Via Email and Federal Express
The Honorable Michael S. Naggar
Member, City Council
City of Temecula
43200 Business Park Drive
Temecula, CA 92590
Dear Mr. Naggar:
I am writing in response to your letter regarding the events of December 23 when a 10-
month old child was abducted while in a car that was stolen from his family driveway in
Riverside COlJnty, California. This ordeal has understandably raised a great deal of
attention in the community and I thank you for the opportunity to respond to your
concerns.
Thankfully, and of most immediate importance, the child was found safely soon after the
car was taken, and the alleged car thief/kidnapper was apprehended. Your inquiry, and
much media focus afterwards, was directed at Sprint and its response to the situation
when called to locate the cell phone inside the stolen car by utilizing GPS technology.
Sprint was contacted by both the parents of the child and law enforcement, with the
initial call coming from the Sheriff's office. At the very time Sprint was working with the
Riverside Sheriff's office to locate the phone, the child was found. Unfortunately, in this
instance, something occurred in the long-established and time-tested process that Sprint
and law enforcement utilize in exigent circumstances such as the car jacking/kidnapping
at issue here that caused an atypical delay in providing law enforcement with location
information.
While Sprint is carefully reviewing what happened and is currently investigating the
situation along with the Riverside Sheriff's Office, these facts are clear:
. Sprint never refused to assist law enforcement. Sprint does not require
law enforcement to pay a fee or obtain a subpoena before processing such
requests in emergency situations. And Sprint is deeply committed to
public safety.
. Sprint will always be responsive and sensitive to the urgency of Iife-and-
death emergency situations.' We successfully field thousands of requests
a year. Sprint has in place a dedicated staff that is available 24 hours a
day, seven days a week. This team processed more than 300,000
subpoenas last year, including more than 2000 special emergency
requests.
,
The Honorable Michael S. Naggar
Member, City Council
City of Temecula
January 25, 2006
Page Two
Sprint has worked hard to have in-place a well-designed procedure that provides quick
emergency assistance. At the same time, and as mandated by federal, state and local
laws, Sprint must be extraordinarily diligent in ensuring we do not respond to fraudulent
requests for information including location information about our customers by persons
who are not entitled to such information.
The criminal statutes impose a duty on carriers to protect the confidentiality of customer
information. . As is relevant here, a request for location information in an exigent
circumstance must come directly from law enforcement. See, e.g., 18 U.S.c. 2718(7).
Absent such statutory requirements, presumably anyone would be able to ask for and
receive personal information about our customers, by claiming that an emergency
situation existed. Sadly, some people have and continue to attempt to unlawfully obtain
the location of people for improper purposes, often times involving legal and emotional
matters, such as marital issues, stalking, child custody and divorce proceedings. The
balance that Sprint and all wireless carriers must assume in such situations can be
tenuous, indeed.
Looking forward, Sprint is taking this opportunity, as we do with all such emergency
situations, to carefully review the facts and to look for ways to improve our processes
and actions by Sprint personnel, Sprint representatives are meeting with members of
the California legislature, in coordination with law enforcement agencies and the wireless
industry, to determine whether legislation governing the provision of GPS location
information in exigent circumstances is necessary and if so to help craft such legislation.
Please know that Sprint is an active and contributing community member. We care
about the welfare of all of our customers including their children and take seriously our
obligations to the public, law enforcement and our customers.
I trust this responds to your inquiry.
Yours truly,
P~sdjfltiQJk
Government Affairs Manager
ITEM NO. 13
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Grant Yates, Assistant to the City Manager
DATE:
February 28, 2006
SUBJECT:
Resolution of Support- requesting the opportunity to Meet and Confer with
Bureau of Indian Affairs (BIA) and Congressional Delegates regarding any
Soboba Casino Expansion and regarding any proposal by the Soboba Tribe to
expand Casino operations and its impacts on the City of Temecula (At the
request of Mayor Roberts)
PREPARED BY:
Aaron Adams, Sr. Management Analyst
RECOMMENDATION:
That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA REQUESTING THE OPPORTUNITY TO MEET AND
CONFER WITH THE BUREAU OF INDIAN AFFAIRS (BIA) AND
CONGRESSIONAL DELEGATES REGARDING ANY PROPOSAL
BY THE SOBOBA TRIBE TO EXPAND CASINO OPERATIONS
AND ITS IMPACTS ON THE CITY OF TEMECULA
BACKGROUND: Since August of 2005 it was reported that the Soboba Band of
Luiseno I ndians were proposing to construct a new casino facility at the corner of Winchester Road
and Domenigoni Parkway. To do so, it is staff's understanding that the tribe must have the
proposed 120 acres annexed into reservation land. This can be done through an application through
the Bureau of I ndian Affairs (BIA) or through special federal legislation allowing the land to be put
into trust by an act of Congress. It was recently confirmed that an application had not been filed with
the BIA and there was no pending legislation at the Federal level.
To date, several correspondences by City Council Members to Soboba Tribal leaders have gone
unanswered in an effort to learn more about this proposal. This item is placed at the request of
Mayor Roberts in an effort to be notified at the earliest possible point of potential development on
this property. By being noticed early on in the process, the City of Temecula can be afforded an
opportunity to voice an opinion on mitigation measures and participate in discussions as a
stakeholder in this region.
With the City Council support of this resolution, it will be shared with BIA representatives in
Sacramento and Washington as well as Congressional delegates with jurisdiction in this area.
FISCAL IMPACT:
None at this time.
ATTACHMENTS:
Resolution 06-
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA REQUESTING THE OPPORTUNITY TO
MEET AND CONFER WITH THE BUREAU OF INDIAN
AFFAIRS (BIA) AND CONGRESSIONAL DELEGATES
REGARDING ANY PROPOSAL BY THE SOBOBA TRIBE
TO EXPAND CASINO OPERATIONS AND ITS IMPACTS
ON THE CITY OF TEMECULA
WHEREAS, it has been reported that the Soboba Band of Luiseno Indians is
proposing to construct a new casino facility at the corner of Winchester Road and
Domenigoni Parkway; and
WHEREAS, the City of Temecula is unaware of the scope of the project or any of
the various components of the proposed master plan; and
WHEREAS, the City of Temecula as a neighboring governmental agency can be
potentially impacted by traffic and other various issues has welcomed the opportunity to
discuss this project with Tribal leaders; and
WHEREAS, sovereign nations must apply to either the Bureau of Indian Affairs
(BIA) and/or Congress to request land to be annexed into the reservation; and
WHEREAS, the City of Temecula is seeking continued collaboration from both
the BIA and Congressional delegates in an effort to gain timely information of any
potential development by the Soboba Band of Luiseno Indians; and
WHEREAS, with such noticing, the City of Temecula will be afforded an
opportunity to voice an opinion on mitigation measures and participate in discussions as
a stakeholder in this region; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Temecula as follows:
1. The City of Temecula requests the Bureau of Indian Affairs and the
Congressional delegation for Riverside County to notify the City of Temecula of all
pending actions concerning the proposed Soboba casino and to provide the City of
Temecula with the opportunity to meet and confer with the Bureau of Indian Affairs and
the Riverside County Congressional delegation concerning the impacts of the proposed
Soboba Casino on the City of Temecula and the necessary mitigation measures for it.
2. The City of Temecula also commits toenhancin g the communication with
the Bureau of Indian Affairs and the Riverside County Congressional delegation in an
effort to be more informed about any developments by the Soboba Tribe to expand their
casino operations.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 28th day of February , 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 28th day of February, 2006, by the
following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
ITEM NO. 14
Approvals
City Attorney
Director of Finance
City Manager
JM.f'"
/1/2
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CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Grant Yates, Assistant to the City Manager
DATE:
February 28, 2006
SUBJECT:
Resolution of Support-University of California Riverside (UCR) Efforts to Create
a Medical School (at the request of Mayor Pro Tem Washington)
PREPARED BY:
Aaron Adams, Sr. Management Analyst
RECOMMENDATION:
That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA SUPPORTING THE EFFORTS OF THE UNIVERSITY
OF CALIFORNIA RIVERSIDE (UCR) TO ESTABLISH A FULL
MEDICAL SCHOOL
BACKGROUND: It was recently revealed in a presentation by University of California
Riverside (UCR) Chancellor Dr. France Cordova their efforts to establish a full medical school at
UCR. This project is being called the Health Sciences Initiative Project. UCR is conducting
extensive community outreach through presentations and is planning to make a formal presentation
to the UCR President in April. UCR will need to build community as well as legislative support for
this project; specifically support from cities will be helpful in the legislative process. At the request of
Mayor Pro Tem Washington, staff has prepared this item in an effort to lend the City of Temecula's
support of UCR's effort to create a full medical school.
In the most recent presentation, Dr. Cordova and others did an excellent job of pointing out the
needs for and benefits of a Medical School to the entire region. A few of the points Dr. Cordova
made include:
o The population and geographic area of Riverside, San Bernardino and Kern County is
roughly the size and population of Indiana. Indiana has 8 medical schools, this region
has none.
D Since 1974, UCR has had a medical program in partnership with UCLA. Students attend
their first two years at UCR, then attend their next two years at UCLA. The UCR program
is highly regarded and the UCR students do extremely well at UCLA.
D The program has graduated about 700 medical doctors, only about 10% have returned to
practice in this area, with the majority remaining in the LA area. Typically about 70% of
doctors remain in the vicinity of the medical school from which they graduated. Given the
region's growth rate, more medical professionals are desperately needed.
With the City Council support of this resolution, it will be shared with UCR staff as well as local
legislators to demonstrate the strong support for the development of a Medical School in
Riverside County.
FISCAL IMPACT:
None at this time.
ATTACHMENTS:
Resolution 06-
UCR Health Science Initiative Brochure
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA SUPPORTING THE EFFORTS OF THE
UNIVERSITY OF CALIFORNIA RIVERSIDE (UCR) TO
ESTABLISH A FULL MEDICAL SCHOOL
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
WHEREAS, the Counties of Riverside and San Bernardino represent 10.4% of
the State's population, greater than 22 states of the union; and
WHEREAS, these two Counties represent the fastest growing region in the state
and 17% of the states geography which equates to an area larger than 10 states of the
union; and
WHEREAS, UC Riverside is the only comprehensive doctoral research university
in the region, making it a critical resource for the Inland Empire; and
WHEREAS, UC Riverside Health Sciences Initiative proposes a 1) Health
Sciences Research Institute, 2) Center for Medical Education and 3) School of
Medicine; and
WHEREAS, the need for a medical school in this region is apparent as the Inland
Empire is projected to have a shortfall of physicians by 2015 equal to 53% or 1,140
physicians; and
WHEREAS, the region also has the lowest number of primary care and specialist
physicians per 100,000 in the state; and
WHEREAS, studies show that 70% of physicians stay in the area where they
served their residencies; and
WHEREAS, California's supply of physicians is expected to be 10% less than
demand; and
WHEREAS, only Yo of California's physicians are trained in the state; and
WHEREAS, a UC Riverside School of Medicine will be the first research-based
medical school in California in 40 years and the first new medical school in the U.S. in
the 2151 century; and
WHEREAS, a UC Riverside School of Medicine would partner with community
medical centers, hospitals, and schools; and
WHEREAS, a UC Riverside School of Medicine would encourage high-tech start-
up companies and attract others to the region creating valuable jobs; and
WHEREAS, the presence of a School of Medicine would create a new
knowledge of medicine, which translates to improved health care; and
WHEREAS, the City of Temecula strongly supports the efforts of UCR's Health
Science Initiative which includes the development of a full medical school; and
WHEREAS, the City of Temecula urges local and state legislators to also support
the efforts of UCR and their Health Science Initiative
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Temecula as follows:
The City of Temecula commits to supporting the efforts of the University of
California Riverside (UCR) to establish a full medical school
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 28th day of February , 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 28th day of February, 2006, by the
following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
I"~
.' \
~l~/
Health Sciences
INITIATIVE
Components of UCR's Health Sciences Initiative
1. Health Sciences Research Institute - including
biomedicine and health related sciences, as well as
psychology, delivery, and management of health and
healthcare policy.
2. Center for Medical Education - providing rotations
for 3rd and 4th year students as well as medical
residencies with area hospitals.
3. School of Medicine - focusing on serving the
medically underserved in the large and growing
Inland Empire.
Inland Empire
Counties of Riverside & San Bernardino
. 10.4% of the state's population.
, Population greater than 22 states of the union.
, 3,823,202 people (2005).
, Fastest growing region in the state.
. 17% of the state's geography.
, Area larger than 10 states of the union.
. Region's personal income ranks 30th in the nation
($77 billion).
. UC Riverside is the only comprehensive doctoral
research university in the region, making it a critical
resource for the Inland Empire.
The Need
Medical School Enrollment per 100,000
Population 2001
. Inland Empire's projected shortfall of physicians by
2015 is 53%, or 1,140 physicians.
. The region also has the lowest number of primary
care and specialist physicians per 100.000 in the
state.
. Studies show that 70% of physi-
cians stay in the area where they
served their residencies.
. California's supply of physicians
is expected to be 10% less than
demand. :tI....
. Only 1/4 of California's physicians ."iiF~
are trained in the state. __
. Only 6% of California's physicians
are Hispanic: only 4% are African-American.
. A UC Riverside School of Medicine will be the first
research-based medical school in California in 40
years and the first new medical school in the U.S.
in the 21st century.
School Education of Active
in California
Non-UC Osteopathic
3.4%
Non-UC Allopathic
34.3%
UC Allopathic
62.3%
Report Suggests New Medical School
.. A May 2005 study of
California's physician
workforce needs recom-
mended that the University
of California "begin
immediately to assess the
. feasibility of developing
. :one or more comprehensive new
.: I)'ledical student educational programs
. by 2020. Appropriate sites for new
:. programs should include regions of
. California that are medically under-
served and/or projected to experience
physician shortages in the future (e.g.,
. . the Inland Empire and the Central and
south Valley.)"
UC Riverside's Assets
. UC Riverside recognized the health care needs of
our state and region, and has been planning for
more than 2 years to help meet them.
. The strategic plan includes academic, business,
and facilities plans.
. The campus is conducting a two-part seminar
series focused on "Major Issues in Modern
Medicine." One program is called "Frontiers in
Biomedical Research:" the other is "Design of New
Medical Schools in the 21st Century."
. The UCR/UCLA Thomas Haider Program in
Biomedical Sciences already provides the first two
years of medical school.
. The campus has more than 70 faculty conducting
research in health-related fields: an additional 40
new faculty positions in
health/biomedical research have
been committed by 2010.
. UC Riverside's ranking as 3rd in
the nation for the diversity of our
undergraduate population provides
a pipeline for diversifying our
physician workforce.
Benefits of a UC Riverside
School of Medicine
. Serving the medically underserved in our vast
and rapidly growing Inland Empire.
. Increasing the number of physicians in the
Inland Empire and the State of California.
. Training students, including underrepresented
groups, for health-related careers.
. Partnering with community medical centers,
hospitalS. and schools.
. Addressing diseases that particularly afflict the
region's population.
. Creating new knowledge in medicine, which
translates to improved health care.
. Helping the region transition to a knowledge-
based economy.
. Encouraging high-tech start-up companies and
attracting others.
. Producing more high-tech jobs and companies.
to
of
Bulletin NO.1 January 2006
Adding Recommendations
AMENDED COPY
To add the actual recommendation (NOT INCLUDING A RESOLUTION/ORDINANCE; see directions
below - adding a resolution/ordinance)
1. Go into Aaenda Plus
2. View Meetina
3. Click on the desired meetina to open it
4. Open your staff report by clicking on the yellow folder
5. Highlight your staff report; click (8); click open
6. Highlight the entire recommendation (if you have several recommendations, highlight all); click
control C (for copy)
7. Close the staff report
8. Click on the radio button for the subject title you wish to add a recommendation
9. Click on Add
10. Item Title Box
a. Click Control V (Paste) - this will paste all recommendations into the title box. You only
want to paste the first recommendation of several;
b. Highlight the portions of the recommendation you don't want to copy into the first
recommendation and click Control X.
c. At the end of the first recommendation, place a ; if another recommendation is to follow
d. Please delete any numbers that may appear, just copy the verbiage and be sure that any
extra spaces are removed
e. Click spell check; click save
11. To add the second portion of the recommendation, Click on the radio button for the subject title
you wish to add a recommendation
12. Click on Add
13. Item Title Box
a. Click Control V (paste) - this will paste the remainder of the copied recommendation
b. Follow the same process as noted in 9 b, c, d, and e
c. If this is the last recommendation to add, place a period at the end of this
recommendation; click spell check; click save; click return to meeting
d. If you have another recommendation to add, follow the same process as noted above
To add the resolution/ordinance title and description of the resolution/ordinance
1. Go into Aaenda Plus
2. View Meetina
3. Click on the desired meetina to open it
4. Open your staff report by clicking on the yellow folder
5. Highlight your staff report; click (8 l: click open
6. Highlight the Resolution No. portion along with the title of the resolution; click control C (for
copy)
7. Close the staff report
8. Click on the radio button that reads Adopt a resolution/ordinance entitled: (YOUR PREVIOUSLY
ADDED RECOMMENDATION; SEE ABOVE)
9. Click add
10. Item Title Box
a. Click Control V (Paste) - this will paste the entire resolution into the title box.
b. Click spell check; click save; click return to meeting
c. If you have another resolution/ordinance to add, follow the same process
REVISED
FISCAL IMPACT $600.000
March 31. 2006
Citv Clerk
REVISED
Susan
Michaela
Cheryl
Shelley
Erika
Gwyn/Georgann
Buildinq and Safetv Department
Carol
Planninq Department
Denise
Cynthia
Maria
Communitv Services
Gail
Lucy
Public Works
Anita
Beryl
Finance
Ang
Genie
Fire
Becky
Laura Novotny
RDA
Kathi
Catherine
HRlCitv Manaqer
Denise
Beth
Roseann
Gloria
Police
Heidi
Cynthia
IS
Tim
Margie
FISCAL IMPACT TO BE $15,000
Because you are a part of the current City Council agenda process, you have been included in
this Agenda Manager Kick-Off meeting. Your participation and your input would be greatly
appreciated and will be extremely beneficial in the development of this new process.
MEETING PURPOSE:
To learn about the new Agenda Manager software.
AGENDA MANAGER OVERVIEW: Agenda Manager software will take the current City
Council agenda process from a paper process to an electronic, paperless process.
ITEM NO. 15
Approvals
City Attorney
Director of Finance
City Manager
~
/JIL
tf
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Shawn Nelson, City Manager
DATE:
February 28, 2006
SUBJECT:
Approval of 2005-06 Mid-Year Budget Adjustments
PREPARED BY:
Genie Roberts, Director of Finance
Jason Simpson, Assistant Director of Finance
RECOMMENDATION:
That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA, CALIFORNIA, AMENDING THE FISCAL YEAR 2005-
2006 ANNUAL OPERATING BUDGET
2. Adopt a resolution entitled:
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA, CALIFORNIA, REVISING THE SCHEDULE OF
AUTHORIZED POSITIONS
BACKGROUND: Each year, the City conducts a mid-year review of its operating budget.
The purpose of this review is to conduct an analysis of revenues and expenditures to ensure that
the City maintains a prudent and healthy fiscal position. Finance Department staff has performed an
analysis of revenues. All City departments have reviewed their operating budgets and have
identified any material adjustments required.
The mid-year budget review includes the General Fund, Gas Tax Fund, State Transportation Fund,
and the Internal Service Funds. Activity in each of the funds is presented in accordance with the
following schedules:
Summarv of Revenues. Expenditures. and Fund Balance: Presents a summary of prioryearand FY
2005-06 year-to-date actual activity, as well as the FY 2005-06 current and proposed budget
amounts. Also included is a schedule of beginning and estimated ending fund balance based upon
the proposed budget activity.
Revenue Detail: Presents detail of prior year and FY 2005-06 year-to-date revenues, as well as the
FY 2005-06 current and revised projected revenues.
General Fund
The projected General Fund revenues reflect a $3,091,887 or 5.3% increase over the original
budget estimate. The material projected revenue increases are in Land Development ($1 ,567,456),
Property Tax ($777,623), Supplemental Property Tax ($616,000). Several smaller revenue
increases are projected as well.
Several adjustments are proposed in the category of Motor Vehicle in Lieu revenue. An increase of
$924,555 is the result of increased property tax assessed valuation citywide, however there are
offsetting decreases as follows: (1) Motor Vehicle In Lieu - State of California ($541,690) as a
result of the early repayment for the State of California VLF GAP Loan owed to the City which was
repaid early as a result of the State Budget for FY2005-06. These funds were recognized as
revenues by the City in FY2004-05 and therefore should not be reflected as a FY2005-06 revenue
estimate; and (2) Motor Vehicle In-Lieu-(Redhawk) - ($509,000) is the result of the State's
determination that the Redhawk Annexation timeline did not comply with State Law, therefore the
annexed area was not eligible for VLF revenues so the County did not include the Redhawk
assessed valuation growth in its calculations presented to the State.
Sales and Use Tax (County Triple Flip) decreased by $412,000 as a result of revised State
estimates which were modified for the first year true-up payments as defined by the legislation.
A total decrease of $1,025,406 is requested in General Fund operating expenditures that are
primarily due to the a significant increase in the City's Fire Tax Credit allocation in the Fire
Department, plus a less than expected rate increase for Police Contract Services. A summary of
these expenditures are as follows:
Fire Department:
D Reflects a $1,201,864 decrease due to (1) increased Fire Tax Credit from original
estimates, (2) a one-time prior year teeter adjustment ($339,000), (3) and minor
modifications to line items for grant funded fire programs. The Fire Tax Credit
increase of approximately $900,000 was due to growth from increased property tax
values and the impact of the annexation of Redhawk. The fire tax credit will increase
to $5,575,494 from $4,653,529.
Police Department:
D Reflects a $333,542 decrease due to (1) lowerthan projected contract rate increases
for sworn and non-sworn staffing services from the Riverside County Sheriff's
department, and (2) minor modifications to line items for grant funded police
programs.
Land Development:
D Reflects a $300,000 increase due to greater than expected inspection needs for
grading projects and development activity in the City. This increase is funded by
increased collection of user fees charged to developers.
Buildinq and Safety Department:
D Reflects a $150,000 increase due to plan checking services with ESGIL. This
increase is offset by additional fees collected from applicants.
Public Works Department:
D Reflects a $25,000 increase for Consulting Services in order to complete required
inspections for approximately 100 high priority commercial/industrial facilities by July
1" as outlined in the City's NPDES permit.
City Manaqer:
D An increase of $15,000 due to (1) overwhelming growth in the Temecula Citizens
Corps (TCC) and the desire to train/equip our residents in Community Emergency
Response Teams (CERT) as a result of Hurricane Katrina and Rita, (2) and
modifications to office space to accommodate Police Department staff and provide
proper storage for Economic Development materials.
City Clerk:
D An increase of $10,000 due to costs associated with public hearing re-noticing on
new hospital.
Human Resources:
D An increase of $10,000 for printing of new employment applications as well as
background checks for seasonal staffing needs for summer hiring.
Gas Tax. State Transportation. and CDBG Funds
Based upon a review of the activity for the Gas Tax Fund, the State Transportation Fund, and the
CDBG Fund, there are no major proposed changes or modifications to these budgets at this time.
Law Enforcement Funds (AB3229 COPS)
The Law Enforcement Fund has been increased due to an increase allocation of$30,370 under this
grant funded program.
Internal Service Funds
Based upon a review of the activity for Insurance, Vehicles, Support Services, and Facilities, there
are no proposed changes or modifications to these budgets at this time.
Authorized Positions
There is no position reclassifications proposed, however the City is increasing the schedule of
authorized positions by One (1) FTE (Full-Time Equivalent) in TCSD for a new position, Theater
Technical Coordinator as a result of need for adequate staffing for both the audio and lighting
equipment needs of the Theater facility.
The Schedule of Authorized Positions has been updated to reflect these changes.
FISCAL IMPACT: The proposed mid-year budget adjustments will result in a net
increase of $4,117,293 to the General Fund reserves.
ATTACHMENTS:
Resolution No. 06-_ Mid-Year Budget Amendment
Resolution No. 06-_ Schedule of Authorized Positions
2005-06 General Fund Mid-Year Budget
2005-06 Gas Tax and State Transportation Funds Mid-Year Budget
2005-06 Internal Service Funds Mid-Year Budget
2005-06 CDBG Funds Mid-Year Budget
2005-06 Law Enforcement Fund Mid-Year Budget
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA AMENDING THE FISCAL YEAR 2005-06
ANNUAL OPERATING BUDGET
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
Section 1. The purpose of this review is to conduct an analysis of revenues
and expenditures to ensure that the City maintains a prudent and healthy fiscal position.
Section 2. That each year a mid-year review is conducted of City operating
budgets.
Section 3. That the mid-year review has been completed and the
recommended adjustments are reflected in the attached schedules for the City's
General Fund and Internal Service Funds.
Section 4. That the Fiscal Year 2005-06 General Fund Annual Operating
Budget is hereby amended in accordance with the attached, hereto as Exhibit A,
General Fund Mid-Year Budget.
Section 5. That the Fiscal Year 2005-06 Gas Tax and State Transportation
Funds Annual Operating Budget are hereby amended in accordance with the attached,
hereto as Exhibit B, Gas Tax and State Transportation Funds Mid-Year Budget.
Section 6. That the Fiscal Year 2005-06 Internal Service Funds Budgets are
hereby amended in accordance with the attached, hereto as Exhibit C, Internal Service
Funds Mid-Year Budget.
Section 7. The City Clerk shall certify adoption of the resolution.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 28 day of February , 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 28 day of February, 2006, by the
following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
RESOLUTION NO. 06 -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA REVISING THE SCHEDULE OF
AUTHORIZED POSITIONS
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
Section 1. Pursuant to the authority under Chapter 2.12.030 of the City's
Municipal Code, the City Manager has the authority to hire, set salaries and adopt
personnel policies.
Section 2. The City Manager has recommended and the City Council now
wishes to adopt the Revised Schedule of Authorized Positions.
Section 3. The attached Schedule of Authorized Positions (Exhibit A) is
hereby adopted pursuant to Section 45001 of the California Government Code. Such
list is attached to this Resolution and incorporated herein by this reference.
Section 4. The Schedule of Authorized Positions shall become effective
February 28, 2006, and may be thereafter amended.
Section 5. The City Manager shall implement the attached Schedule of
Authorized Positions and has the authority to select and appoint employees in
accordance with the City's personnel policies.
Section 6. All prior resolutions and parts of this resolution in conflict with this
Resolution are hereby rescinded.
Section 7. The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 28 day of February , 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
the foregoing Resolution No. 06- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 28 day of February, 2006, by the
following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
2005-06
. SCHEDULE OF AUTHORIZED.
POSITIONS
.
MID-YEAR BUDGET
DRAFT
SCHEDULE OF AUTHORIZED POSITIONS
City of Temecula
FY 05/06
Anthorized Exempt!
Count MinimUIll Maximum NonExemot
Buildinl!& Safety
ADMINISTRA TNE ASSISTANT 1.00 $3,032.52 $3,881.52 NE
BUILDING INSPECTOR II 7.00 $3,823.09 $4,893.81 NE
BUILDING INSPECTOR III 1.00 $4,137.83 $5,297.19 NE
COMMUNITY DEVELOPMENT TECH 4.00 $3,160.14 $4,046.99 NE
DEPUTY DIRECTOR, BLDG/SAFETY 1.00 $5,749.26 $7,359.61 E
DIRECTOR, BUll.DING & SAFETY 1.00 $7,187.65 $9,199.25 E
OFFICE ASSISTANT 1.00 $2,120.84 $2,714.57 NE
OFFICE SPECIALIST 3.00 $2,287.38 $2,927.62 NE
PLAN CHECKERlBLDG INSPECTOR 1.00 $4,137.83 . $5,297.19 NE
SENIOR BUILDING INSPECTOR 1.00 $4,560.68 $5,836.84 E
Buildiug & Safety Subtotals: 21.00
City Clerk
ADMINISTRATIVE ASSISTANT . 1.00 $3,032.52 $3,881.52 NE
CENTRAL SERVICES COORDINATOR 1.00 $2,602: 10 $3,329.94 NE
CiTY CLERKlDIR OF SUPPORT SERV 1.00 $7,187.65 $9,199.25 E
DEPUTY DIR OF SUPPORT SERVICES 1.00 $5,526.47 $7,076.25 E
MINUTE CLERK 1.00 $3,032.52 $3,881.52 NE
. OFFICE ASSISTANT - AM 0.50 $2,120.84 $2,714.57 NE
OFFICE ASSISTANT - PM 0.50 $2,120.84 $2,714.57 NE
OFFICE SPECIALIST 2.00 $2,287.38 $2,927.62 NE
SR. RECORDS COORDINATOR 1.00 $3,199.33 $4,095.45 NE
City Clerk Subtotals: 9.00
City Council
COUNCll.MEMBER 5.00 $0.00 . $860.00 E
City Council Subtotals: 5,00
. City Maua!!er\Hull1an ResoUrCes
ADMINISTRATNE ASSISTANT 1.00 $3,032.52 $3,881.52 NE
. ASSISTANT CITY MANAGER 1.00 $9,722.70 $12,445.9J E
. ASST TO CITY MNGR/HR DIRECTOR 1.00 $7,187.65 $9,199.25 E
CITY MANAGER 1.00 $0.00 $15,750.00 E
EXECUTNE ASSISTANT 1.00 $4,006.96 $5,129.56 E
HtJMAN RESOURCES SPECIALIST 1.00 $3,585.17 $4,588.81 E
MARKETING COORDINATOR 1.00 $4,849.45 $6,208.89 E
SENIOR HR ANALYST 1.00 $4,849.45 $6,208.89 E
SENIOR MANAGEMENT ANALyST 1.00 $5,356.68 $6,857.79 E
City M,magerIHumau Resonrces Subtotals: 9.00
DRAFT
SCHEDULE OF AUTHORIZED POSITIONS
City or Temecula
FY 05/06
Information Systems
ADMINISTRATIVE ASSISTANT 1.00 $3,032.52 $3,881.52 NE
DIRECTOR OF INFORMATION SYSTEM 1.00 $7,187.65 $9,199.25 E
GIS ADMINISTRATOR 1.00 $4,953.28 $6,338.68 E
GIS ANALYST 1.00 $3,771.18 $4,827.80 NE
LS. ADMINISTRATOR 2.00 $4,953.28 $6,338.68 E
INFORMATION SYSTEMS SPECIALIST 1.00 $4,056.71 $5,193.36 NE
SR. LS. SPECIALIST 1.00 $4,449.28 $5,694.10 NE
WEBMASTER 1.00 $3,771.18 $4,827.80 NE
Information Systems Snbtotals: 9.00
PIanninl!
ADMINISTRATIVE ASSISTANT 1.00 $3,032.52 $3,881.52 NE
ASSISTANT PLANNER 1.00 $3,923.68 $5,023.56 NE
ASSOCIATE PLANNER 6.00 $4,450.37 $5,695.18 NE
CODE ENFORCEMENT OFFICER 2.00 $3,663.04 $4,689.39 NE
CODE ENFORCEMENT OFFICER II 2.00 $4,030.76 $5,158.75 NE
DEPUTY CITY MANAGER 1.00 $9,621.02 $12,315.04 E
DEVELOPMENTPROC.COORDINATOR 1.00 $4,031.84 $5,160.91 NE
DIRECTOR OF PLANNING 1.00 $7,959.85 $10,188.81 E
OFFICE ASSISTANT 2.00 $2,120.84 $2,714.57 NE
OFFICE SPECIALIST 1.00 $2,287.38 $2,927.62 NE
PRINCIPAL PLANNER 3.00 $6,461.97 $8,272.39 E
SENIOR OFFICE SPECIALIST 1.00 $2,609.65 $3,340.76 NE
SENIOR PLANNER 1.00 $5,620.56 $7,194.13 E
Planning Subtotals: 23.00
~
MANAGEMENT ANALYST 1.00 $4,849.45 $6,208.89 E
Police Snbtotals: 1.00
Public Works
ADMINISTRATIVE ASSISTANT 1.00 $3,032.52 $3,881.52 NE
ASSESSMENT DISTRICT SPECIALIST 1.00 $4,385.47 $5,616.23 NE
ASSISTANT ENGINEER 7.00 $4,385.47 $5,616.23 NE
ASSISTANT SIGNAL TECHNICIAN 1.00 $3,178.53 $4,066.45 NE
. ASSOCIATE ENGINEER 10.00 $5,157.69 $6,601.49 E
eIP SPECIALIST 0.75 $3,482.42 $4,457.94 NE
CONSTRUCTION MANAGER 1.00 $5,248.88 $6,947.27 E
DEPUTY DIRECTOR PUBLIC WORKS 1.00 $7,695.95 $9,850.31 E
DIR OF PUB WORKS/CITY ENG 1.00 $9,621.02 $12,315.04 E
ENGINEERING TECHNICIAN 1.00 $2,963.31 . $3,793.92 NE
JUNIOR ENGINEER 1.00 $3,408.88 $4,363.86 NE
LEAD MAINTENANCE WORKER 5.00 $3,17853 $4,066.45 NE
MAINTENANCE SUPERVISOR 1.00 $4,449.28 $5,694.10 E
MAINTENANCE SUPT. - PIW 1.00 $5,465.89 $6,996.22 E
MAINTENANCE WORKER 6.00 $2,699.42 $3,455.40 NE
MANAGEMENT ANALYST 1.00 $4,849.45 $6,208.89 E
OFFICE ASSISTANT 3.00 $2,120.84 $2,714.57 NE
OFFICE SPECIALIST 2.00 $2,287.38 $2,927.62 NE
PRINCIPAL ENGINEER 3.00 $6,927.0 I $8,866.16 E
PROPERTY AGENT 1.00 $5,157.69 $6,601.49 E
PUBLIC WORKS INSPECTOR 2.00 $3,854.47 $4,933.79 NE
SENIOR ENGINEER 2.00 $6,081.28 $7,784.63 E
SENIOR OFFICE SPECIALIST 1.00 $2,609.65 $3,340.76 NE
SCHEDULE OF AUTHORIZED POSITIONS
SENIOR PUBLIC WORKS INSPECTOR
SENIOR SIGNAL TECHNICIAN
SPECIAL PROJECTS ENGINEER
Redevelopment
ADMINISTRATIVE ASSISTANT
DIR OF HOUSING & REDEVELOPMENT
MANAGEMENT ANALYST
City of Temecula
FY 05/06
4.00
1.00
1.00
Public Works Subtotals:
1.00
1.00
1.00
Redevelopmeut Subtotals:
I Totals:
BUilding & Safety
City Clerk
City Conncil
City Manager
Community Services
Finance
Fire"
Information Systems
Planning
Poliee
Public Works
Redevelopment
Total of Authorized Positions:
I
21.00
9.00
5.00
9.00
38.00
14;50
2.00
9.00
23.00
1.00
59.75
.3.00
194.25
59.75
3.00
$4,431.99
$4,449.28
$5,157.69
$3,032.52
$7,959.85
$4,849.45
$5,673.56
$5,694.10
$6,601.49
$3,881.52
$10,188.81
$6,208.89
DRAFT
NE
NE
E
NE
E
E
2005-06
GENERAL FUND
.
, .
MID-YEAR BUDGET
.
CITY OF l'EMECULA
SUMMARY OF REVENUE5, EXPENDlTURE5, AND CHANGE IN FuND 8AlANCE
GENERAL FUND
2005-06 MIDYEARPROJECIION
2004-05 2005"06 2005"06 2005-06 Proposed %
Audited Current Yecir"tll-Date Revised Increase Increase
Actuals BudQet Actuals BudQet (Decrease) (Decrease)
Total Re:veh'ues 55,556,530 57,925,368 32,216,825 61,017,255 3,091,887 5.-3%
Expenditures by Dept:
Oty Council 357,318 413,486 193,947 413,486 0.0%
Community Support 388,453 501,900 264,736 501,900 0.0%
City Manager 979,327 1,087,765 532,922 1,102,765 15,000 1.4%
Economic Development 876,866 834,310 366,175 834,310 0.0%
Oty Cieri< 826,353 928,903 428;997 938,903 10,000 1.1%
City Attomey 608,281 800,000 285,987 800,000 0.0%
-Finance 1,633,260 1,893,800 828,133 1,893,800 0.0%
Human Resources 501,550 572,068 274,625 582,068 10,000 1.7%
Planning 2,941,197 3,605,045 1;475,022 3,605,045 0.0%
Building & Safety 2,629,710 2,857,351 1,251,412 3,007,351 150,000 5.2%
land Development 1,789,463 2,097,314 879,136 2,397,314 300,000 14.3%
Public WorkS 3,994,668 6,556,940 2,558,375 6,581,940 25,000 0.4%
qP Admin 2,051,144 2,776,873 1,169,909 2,776,873 0.0%
FEMA - Storm Damage 394;771 12,250 7,150 12,250 0.0%
Police 13,032,361 17,012,783 8,294,749 16,679,241 (333,542) -2.0%
Rre 4,768,7'09 5,026,485 2,437,748 3,824,621 (1,201,864) -23.9%
Animal Control 107,430 160,000 75,563 160,000 '0.'0%
tlon'-Deoarmtental:
ERAF Shift m" - State Takeaway 990,757 99'0/8'00 5'54,824 99'0,80'0 '0.'0%
REST Contribution. 3,725,2'0'0 4,85'0;2'0'0 2,829,283 4,85'0,2'0'0 '0.'0%
Retiree Medical Conbibution 65'0,'0'0'0 0 650,00Q '0.'0%
Sales Tax Sharin'g - Redhawk 5'0'0,'0'00 213,067 500,000 '0.'0%
PropertY Tax Admin 43,860 48,000 34,289 48,000 0.'0%
Old Town Rental Propeit'l 21,420 2,666 21;420 0.'0%
CFD 88-12 Tax 3,091,720 4,102,001 2,324,014 4,102,001 '0.00/0
Total Expenditures 45,732,398 . 58,299,694 27,282,729 57,274,288 (1,025,406) -2.2%
Excess of Revenues Over
(Under) Expeltditures- 9,824,132 (374,326) 4,934,096 3,742,967 4,117,293
Operating'TransretsOlJb
Capital Projects 4,680,156 4,278,144 3.007,893 4,278,144
Total Operating TranSfers Out 4,680,156 4,278,144 3,007,893 4,278,144
Excess ofltevenuie'S OVer
(Under) -EXpenditures and
Operatin'g TranSfers Out 5,143,977. (4,652,469) 1,926,203 (535,176) 4,117,293 .
CllY OF lEMECUlA
SUMMARY OF REVENUES, EXPENOnuRES, AND CHANGE IN FUND BALANCE
GENERAL FUND
2005-06 MIDYEAR PROJEmON
2004-05 2(}OS-06 2005~6 200S-06
Audited Current Year~to~Date Revised
Actuals BudQet Actuals BudQet
26,557,220 31,701,196 31,701,196 31,701,196
55,556,530 57,925,368 32,216,825 61,017,255
(45,732,398) (S8,299,694) (27,282,729) (57,274,288) .
( 4,680,lS6) (4,278,144) (3,007,893) (4,278,144)
Fund Balance, Beg.afYear
Revenues
Expenditures
Operating TranSfers Out
EStiinated Budget Savings
Fond Balance, End of Year
31,701,196
27,048,727
33,627.399
31.166,020
Detail of Fund Balance:
ReselVed for long-tenn advance to RDA
Reserved for long-term advance to CIP (Chaparro
Reserved for long-teiTn receivables
Reserved for dep'osits and prepaid items
Reserved for Inventory
Reserved for cOiTipreJrensive annual leave
Unreserved:
Design'Cited for EnCUrilbran'tes
Designated fur contiliulilg appropriation
Designated fut' economiC uncertainty (20% of Appropriations)
Designated forretiree benefits
Designated for Qpen spate
Designated for Dutch Villages
DeSignated for Rood Control .
Designated'for Land Development User Fee
Designated for GASB 33 - Investment Market Value
Oesginated .for Future.cIp
Undeslgnated
1,580,927
200,000
256,820
136(347
4,875
1,358,748
200,543
11,454,858
2,224,851
506,226
150,000
2,000,000
1,000,000
452,908
9,638,917
31.166,020
GENERAL FUND
REVENUE DETAIL
FY 200s..o6 MID-YEAR BUDGET
ACCT FY 04'-05 FY05-o6 FY05'-06 FY 05-06 CHANGE %
CURRENT REVISED .
NO 001 GENERAL FUND ACTUALS YTD,IRI12131fOS ESTIMATES ESTIMATES IN EST CHANGE
DEPT 110 CITY MANAGER
4083 -GrantS 10,000 10,000
DEPT 161 PLANNING
-Various 889,164 $95,218 1,044,000 1,100,000 56,000 5,36%
DEPT 162 B:UILOING & SAFETY
-Various 2.524,682 1,329,656 2,200,000 2,SOO,OOO 300,000 13.6%
DEPT 163 LAND DEVELOPMENT
-Various 2,083,627 2,772,970 1,732,544 3,300,000 1,567,456 90.5%
DEPT 170 POLICE
4051 -Donations Every 15 Minutes 300
4055 -Parking Citations 63,300 34,445 50,000 60,000 10,000 20.0%
4059 -Fingerprinting Fee 43,831 29,581 31,000 51,000 20,000 64.5%
4060 -Miscellaneous 32,672 13,909 31,604 28,000 (3,604) -11.4%
4067 -Vehicle Impound Fees 61,837 34,395 54,360 64,000 9,640 17.7%
4069 -Taxi Fees 2,760 1,455 3,000 3,000
4076 -Reimbursements 126,426 44,290 122,500 122,500
4083 -G",nts SO,359 72,294 172,100 99,806 138.1%
4088 -Donations
4116 -Conditional Use Permit 1,144 459 1,473 1,000 (473) -32.1%
4119 -Development Plan 198 132 396 400 4 1.0%
4125 -Temporary Outdoor Event 395
4126 -Temporary Use Permit 1,611 290 261 500 23' 91.6%
4225 -OTS Grants 117;301 (340) 24,500 41,100 16,600 67.8%
DEPT 171 FIRE
4036 -Fire Plan Check 395,447 256,790 400,000 400,000
4037 -Fire Inspection 367:,792 201,48"5 350,000 350,000
4051 -Donations
4060 -Miscellaneous Non Taxable
408'3 -Grants 67,358 .41,291 53AOO 12;109 29.3%
DEPT 199 NON-DEPARTMENTAL ,.
4010 -Property Tax 3;064,748 2,227,388 3,552,377 4;330;000 777;623 21.9%
4012 -Property Tax (Unsecured) 1"69,458 167,478 .168,064 170,000 1,936 1.2%
4013 -Supplemental Tax- AB 2345 555,061 669,975 234,000 850,000 616;000 263.2%
4015 -ERAF Reimbursement .
4016 -Property Transfer Tax 1,115;439 621,745 1,000,000 1,000,000
4017 _Booking Fee ReimburSement 106;867
4018 :Franchis.e Fees 2,207,989 764,160 2,433,2'99 2,500;000 66,701 2.7%
40io -Transient, Occupancy Tax 1,849,771 1,017,315 1,800,000 1,900,000 100,000 5.6%
4023 ..sales and Use Tax - Triple Flip 3,094,227 6,600,000 6,188,000 (412,000) -6.2%
4024 -Sales and Use Tax - State of Calif 26,070,553 11,503,383 21,600,000 22,600,000 1,000,000 4.6%
4026 -Sales and Use Tax - Riv Co(t{edhawk) 1,000,000 (1,000,000) ...100.0%
4079 -Sales Tax Reimbursement-RedHawk 346.671 161,164
4025 . - FEMA Grants 300,00'0 115,489
4020 -Homeowner Property Tax Relief 69,060 39,610 65,000 65,000
4032 -Candidate FlIlng Fees
4042 _ -Motor Vehicle License Fees (29,918)
4043 ...MotorVehicle.in Lieu .:Triple Flip 2,718,,777 4.513,ono 5,437,555 924;555' 20,5%
4045 -Off Road Vehicle In Lieu 2,843 1,385 3,20'0 3;20'0
4046 -Motor Vehicle in Lieu - State of Calif 5;86!,268 265,745 1,051,890 510,200 (541,690) -51.5%
-Motor' Vehicle in Lieu - Riv Co
4049 -Motor Vehicle in Lieu - Riv Co(Redhawk) 509,000 (509,000) -1'00.0%
4047 -Vehicle Code Fines 1,093;591 602,792 1,200;000 1,200,000
4051 -Contributions l
4052 -Tipping Fees
4053 -BIds & Proposals 23,728 3,417 10,00'0 10,00'0
4056 -Eiusiness Licenses 314,527 58,160 286;000 286,000
4058 -Miscellarieous 1,009
4059 -Right of Way Advertising . 102,09'0 34,200 96;'000 68,0'00 (28;000) -29.2%
4060 -Miscellane'Ciils NonTaxable' 22,143 6,'478 24,'0'00 24,000
4061 -Returned Check Fee 885 135
4062 -Recovery of Prior Year Expense 58,870 1,117
4065 -Investment Interest 1,125,798 540,462 733,710 955;000 221,290 30.2%
407'0 -Cash Over & Short 29'0 (78)
4075 -Rental Income 1 25,652 16,000 76,000
4076 - -Reimbursements 676,195 346,961 701,0001 - - 7'01,000
-TUMF reimbursements
-TASIN
4077 -Community Services District 162,600
4082 -Redevelopment Agency 225;000 112;500 225,000 225.000
4083 -Capital Improvement Program 1,255,352 886,987 1,955,898 1,800,000 (155;8;98) -8.0%
409'0 -Operating Transfers-in 1,728,185 824,446 _ 1,77'0,7'07 1,728,800 (41,907) -2.4%
4094 -Leae Income 1,875
410'0 ..state Mandated Costs
4400 -Financing Reirilbi.Jrsenten~ I 174,838 88,570 148,000 132,500 (15,5'00) ...10.5%
540 -Gain on Investment 2,500 625
TOTAL GENERAL FUND 55493,016 32,216825 57,925;368 61 '017,255 3,091,887 5.3%
2005-06
GAS TAX
. STATE TRANSPORTATION
CDBG
LAW ENFORCEMENT
FUNDS
MID-YEAR BUDGET.
CIIY OF TEMECULA
SUMMARY OF REVENUES, EXPEND11URES, AND CHANGE IN FUND E>AlANCE
GAS TAX FUND
2005-06 MIDYEAR PROJECIION
Total Revenues
2004-05 200S-06 200S-06 200S-06 Proposed %
Audited CUrrent Year-ta-Date Revised Increase Increase
Actuals Budaet Actuals Budaet (Decrease ) (Decrease)
1,476,936 1,597,704 838,623 1,597,704
Total Expenditures
Excess of Revenues Over (Under)
Expenditures
1,476,936
1,597,704
838,623
1,597,704
Operating Transfers Out
1,614,073
1,597,704
693,328
1,597,704
. Excess of Revenues Over (Under)
Expenditures and Operating
Transfers Out
(137,137)
145,295
FOnd Balance, Beg. of Year
137,137
FOnd- Balance, End of Year
145,295
CITY OF TEMECULA
SUMMARY OF REVENUES, EXPENDlTURES, AND CHANGE IN FUND BALANCE
STATE TRAN5PORTATION FUND
2005-06 MIDYEAR PROJECIION
200+05 2005-06 2005{l6 2005-06 Proposed %
Audited Current Year~to-Date . Revised Increase Increase
Actuals Budoet Actua"'s BudQet (Decrease) (Decrease)
21;9 450,696 185;006 451,446 750
Total Revenu"es
Total Expenditures
Excess of Revenues Over (Under)
Expenditu res
269
450,696
185,006
451,446
750
Operating Transfers Out*:
CIPFund
72.494
Excess of Revenues Over (Under)
Expenditures arid Operating
Tran'Sfers Out
(72,225)
450,696
18S,006
451,446
750
FUnd Balances, Beg. of Year
73,622
1,397
1,397
452,093
1,397
186.403
1.397
452,843
fund Balances"End'dfYear
CITY OF TEMECULA
SUMMARY OF REVENUES, EXPENDITuRES, AND CHANGE IN FUND BAlANCE
CDBG FUND
2005-06 MIDYEAR PROJECIION
2004-05 200S-06 200S-06 2005-06 Proposed %
Audited Current Year-to-Date Revised Inaea-se Increase
Actuals BudClet Actuals Budoet (Decrease) (Decrease)
69,597 962,2t3 52,000 962,273
69,S97 72,273 S2,000 72,273
890,000 890,000
890,000 890,000
Total RevenUes
Total Expenditures
Excess of Revenues Over (Unde'r)
Expenditures
Open3til'1g Transfers Out*:
. OP Fund
Excess Qf ReVenues Over (Under)
Expenditures and Operating
Tran-sfers Out
Fund Balances; Beg. of Year
Fund Balances, End of Year
CITY OF TEMECULA
SUMMARY OF REVENUES, EXPENDITURES, AND CHANGE IN FUND BAlANCE
LAW ENFORCEMENT FUND
2005-06 MIDYEAR PROJECIION
Total Revenues
Total Expenditures
ExcesS of Revenues OVer (Under)
Expenditures
Operating Transfers Out*:
To General Fund
Excess of Revenues Over (Under)
Expenditures and Operating
Transfers Out
Fund.8alancesi Beg. of Year
Fund Balantes, End of Year
2004-05 200S-06 200S-06 200S"06 Proposed %
Audited ' Current Vear-to.Date Revised Increase InCreaSe
Acti.Jals BudQet Actuills . BOdQet (Decrease) (Decre~se )
114,112 100,730 131,118 131,100 30,370
114,112
114,112
100/730
131,100
30,370
131,118
100,730
131,118
30,370
131,100
GAS TAX FUND
REVENUE DETAIL
FY 2005-06 MID.YEAR BUDGET
ACCT FY 04-05 FY05-o6 FY 05-06 FY 05-06 CHANGE . %
CURRENT REVISED
NO 100 GAS TAX FUND ACTUAlS YJD f1il12/31105 ESTIMATES ESTIMATES IN EST CHANGE
4065 .Investment Interest 2,435 1,199 1,870 1,870
4700 .-Gas Tax 2106 340,288 188,026 364,351 364,351
4701 .Gas Tax 2105 483,846 275,625 535,135 535,135
4702 -Gas Tax 2107 642,867 373,755 688,848 688,848
4704 -Gas Tax 2107.5 7;500 7,500 7,500
-Redhawk Gas Tax
.
TOTAl GAS TAX FUND 1 476,936 838,605 1,597,704 1 597,704
STATE TRANSPORTATION FUND
REVENUE DETAIL
FY 2005-06 MID-YEAR BUDGET
ACCT FY 04-05 FY05-oS FY05-06 FY 05-06 CHANGE %
CURRENT REVISED
NO 101 ST. TRANSPORTATION FUND ACTUAlS YTC-@12/31105 ESTIMATES ESTIMATES IN EST CHANGE
4065 -Investment Interest 269 543 750 750 I. 100.0%
4160 -Traffic Congestion Relief 184,381 450,696 450,696
TOTAL ST.TRANSPORT. FUND 26' 184924 450 696 451,446 750 0.2%
COMMUNllY DEVELOPMENT BLOCK GRANT
REVENUE DETAil
FY 2005-06 MID-YEAR BUDt3ET
ACCT FY 04-05 FY05-06 FY 05-06 FY 05-06 CHANGE %
. YTDIID 12/31105 CURRENT REVISED
NO 140 CDBG FUND ACTUALS ESTIMATES ESTIMATES IN EST CHANGE
4081 ..community Development Block Grant 69,597 52,026 962,273 962,273
4090 ..{)perating Transfers In
TOTAl LA ENFORCEMENT FUND 69597 52,026 962 273 962,273
LAW EN-FORCEMENT GRANTS
REVENUE DETAIL
FY 2005-06 MID-YEAR BUDGET
ACCT FY 04-05 FY05-o6 FY 05-06 FY 05-06 CHANGE %
YfD ifil12/31105 CURRENT REVISED
NO 160 LAW ENFORCEMENT FUND ACTUALS ESTIMATES _ ESTIMATES IN EST CHANGE
4065 -Investment Interest 322 730 (730) .100.0%
4085 -AB3229 (COPS) 113,790 131,118 100,000 131,100 31,100 31~1%
TOTAl LAW ENFORCEMENT FUND 114,112 131.118 100 730 131,100 ! 30,370 30.1%
2005-06
INTERNAL SERVICE FUNDS
MID-YEAR BUDGET
.
CITY OF TEMECUlA
SUMMARY OF REVEN~ES, EXPENDTIURE5, AND CHANGE IN F~ND EQUITY
INTERNAL SERVICE FUND5
2005-06 MIDYEAR PROJECIION
2004-05 2005-06 2005-06 2005-06 PropOsed %
Audited Current Year-to~Date Revised Increase Increase
Actuals BU'dqet Actuals BudQet (Decrease) (Decrease)
Total RevenUes by Fund:
Insurance 555,644 780,820 289,868 780,820
Vehicles 1;077,661 356,020 160,602 356,020
Information Systems 1,853,941 2,022,832 968,988 2,022,832
Support Services 314,757 312,320 124,006 312,320
. Fadlities 621.928 '662,590 296,035 662,590
Total Revenues 4.423,931 4,134,582 1,839.499 4,134,582
Total Expenditures by Fund:
Insurance 595,662 704,016 286,444 704,016
VehiCles 295,293 . 323,360 146;001 323;360
Information Systems 1,856,239 2,027,803 979,669 2,027,803
Support SelVices 294,038 306;056 125,211 306,056
Fadlities 624,792 . 692,127 296,882 692,127
Total Expenditures 3,666,024 4,053,362 1,834,208 4,053,362
Excess of Revenues Over (Under)
ExpendibJres 757,907 81,220 5,291 81,220
Operating Transf~rs Ih (Out):
. General Fund (Vehides)
Excess of Revenues and Operating
Transfers Over (Under) Expenditures 757,907 81,220 5,291 81,220
Retained Earnings, Beg. of Year 3,957,849 4,715,756 4,715,756 4,715,756
Retained Ea'lilings, Eild of Yea... 4,715,756. 4,796,976. ,4,721.047 4,796,976
ACCT FY 04..Q5 FY 05..Q6 FY 05..Q6 FY 05..Q6 CHANGE %
YTD@ 12131/05 CURRENT REVISED
NO 300 INSURANCE FUND ACTUALS ESTIMATES ESTIMATES IN EST CHANGE
4062 -Recovef)' of Prior Year Expense
4065 -Irivestment Interest 32,412 16,394 35,920 35,920
4076 ..charges for Services 521,323 268,645 744,900 744,900
4086 -Special Event Insurance Fees 1,804 853
4095 -Claims Recovery 105 3,976
TOTAL INSURANCE FUND 555,644 2898S8 780,820 780,820
INTERNAL SERVICE FUNDS
REVENUE DETAIL
FY 2005..Q6 MID-YEAR BUDGET
ACCT FY 04-05 FY 05..Q6 FY 05-06 FY 05-06 CHANGE %
YTD@ 12131/05 CURRENT REVISED
NO 310 VEHICLES FUND ACTUAlS ESTIMATES ESTIMATES IN EST CHANGE
4060 -MisceUaneous Non Taxable 120
4065 -Investment Interest 4,354 6,673 2,020 2,020
4076 ..charges for Services 1,073,187 153,929 354,000 354,000
4090 -Operating Transfers In
4550 -Gain on Disposal of ASsets
TOTAl VEHICLES.FUND 1 077 661 160,602 356,020 356,020
ACCT FY 04-05 FY05-06 FY05-06 FY 05-06 - CHANGE %
YTD((J) 12131/05 CURRENT REVISED
NO 320 INFO SYSTEMS FUND ACTUALS ESTIMATES ESTIMATES IN EST CHANGE
4050 -Pay Telephone Revenue 110 15
4062 -Recovery of Prior Year Expense 26
4065 -lnli'eStmenllriterest 16,835 81589 18,932 18;932
4076 ..charges for Services 1,836,970 960,384 2.003,900 2,003,900
4090 -Operati~ Transfers lri
4550 -Gain on Disposal of Assets
TOTAL INFO SYSTEMS FUND 1,853,941 968,988 2,022,832 _ 2 022,832
ACCT FY 04-05 FY 05-06 FY 05-06 FY 05-06 CHANGE %
YTO (ifl12131/05 CuRR!=NT REVISED
NO 33D SUPPORT S'ERVICES FUND ACTUAlS ESTIMATES ESTIMATES IN EST CHANGE
062 -Recovery of Prior Year Expense
4065 -Investment Interest 4,716 2,439 5,1'20 5,120
4076 ..charges for Services 288,858 121,567 $07,200 307,200
4550 -Gain on Disposal of Assets 22,188
.. .
TOTAL SUPPORT SERVICES FUND 315,822 124006 312,320 312320
ACCT FY 04-05 FY05-o6 FY05-o6 FY05-o6 CHANGE %
CURRENT REVISED
NO 340 FACILITIES J=UND ACTUAlS YTo@ 12/31/05 ESTIMATES ESTIMATES IN EST CHANGE
4065 -Investment Interest ,2,569 1,172 2,590 2,590
4076 ..charges far Services 619,359 294,863 660,000 660,000
4090 -Operating TransferS In
4990 -Indoor Reirtals
TOTAL FACILITIES FUND 621,928 296 035 662,590 ,662 590
ITEM NO. 16
ORDINANCE NO. 06-02
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF TEMECULA APPROVING PLANNING APPLICATION
NO. PA05-0341 (SPECIFIC PLAN AMENDMENT NO.2)
TO AMEND THE RORIPAUGH RANCH SPECIFIC PLAN
TO CHANGE THE LAND USE DESIGNATION FOR
PLANNING AREA 33B FROM LOW DENSITY
RESIDENTIAL (L) TO OPEN SPACE (OS) TO
ACCOMMODATE PARK AND RIDE AND TRAIL HEAD
USES, AND TO RELOCATE THE PARK AND RIDE
FACILITY FROM PLANNING AREA 11 TO PLANNING
AREA 33B, GENERALLY LOCATED NEAR THE FUTURE
INTERSECTIONS OF NICHOLAS ROAD AND
BUTTERFIELD STAGE ROAD AND MURRIETA HOT
SPRINGS ROAD AND BUTTERFIELD STAGE ROAD
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN
AS FOLLOWS:
Section 1. Findinqs. The City Council of the City of Temecula does hereby
find, determine and declare that:
A. On December 17, 2002, the City Council of the City of Temecula adopted
an approved Planning Application PA94-0076 (Environmental Impact Report), PA99-
0298 (General Plan Amendment), PA94-0073 (Annexation), PA94-0075 (Specific Plan,
Development Code Amendment, and Specific Plan Zoning Standards), PA94-0075
(Change of Zone), PA99-0299 (Development Agreement), PA01-0253 (Tentative Tract
Map 29661), and PA01-0230 (Tentative Tract Map 29353);
B. On January 11, 2005, the City Council of the City of Temecula approved
the Roripaugh Ranch Specific Plan Amendment No.1 (PA04-0371) to change Planning
Area 7B from Open Space (OS) to Low Medium Residential (LM), Planning Area 10
from Low Density Residential (L) to Low-Estate Residential (L-E) , and make other
changes to the Roripaugh Ranch Specific Plan;
C. On November 9, 2005, Ashby USA, LLC, filed Planning Application No.
PA04-0341, Specific Plan Amendment No.2 to change the land use designation for
Planning Area 33B from Low Density Residential (L) to Open Space (OS) to
accommodate park and ride and trail head uses, and to relocate the park and ride
facility from Planning Area 11 to Planning Area 33B ("Application"), in a manner in
accord with the City of Temecula General Plan, Development Code, CEQA Guidelines
and California State CEQA Guidelines ("Project");
R:/Ords 2006/0rds 06-02
D. Ashby USA, LLC, filed Planning Application No. PA06-0009, General Plan
Amendment to change the General Plan land use designation for Planning Area 338 of
the Roripaugh Ranch Specific Plan from Low Density Residential (L) to Open Space
(OS);
E. The Project was processed including, but not limited to public notice, in
the time and manner prescribed by State and local law;
F. The Planning Commission considered the Application on February 1,
2006, at duly noticed public hearings as prescribed by law, at which time the City staff
and interested persons had an opportunity to, and did testify either in support or
opposition to this matter;
G. At the conclusion of the Commission hearings and after due consideration
of the testimony, the Commission recommended approval of the Application subject to
and based upon the findings set forth hereunder;
H. The City Council considered the Application on February 14, 2006, at a
duly noticed public hearing as prescribed by law, at which time the City staff and
interested persons had an opportunity to, and did testify either in support or opposition
to this matter;
I. At the conclusion of the Council hearing and after due consideration of the
testimony, the Council approved the Application, approved a Notice of Determination
after finding that the project proposed in the Application conformed to the City of
Temecula General Plan as amended;
J. That the City Council, in approving the Application, hereby makes the
following findings as required in Chapter 17.16.020.E of the Temecula Municipal Code:
Section 17.16.020.E 1-4
1. The Specific Plan amendment is consistent with the General Plan.
Planning Application No. PA06-0009 is a General Plan Amendment to
change the General Plan land use designation for Planning Area 338 of
the Roripaugh Specific Plan from Low Density Residential (L) to Open
Space (OS). The proposed Specific Plan Amendment to change the
Specific Plan land use designation for Planning Area 338 would be
consistent with the General Plan. The relocation of the park and ride
facility from Planning Area 11 (commercial designation) to Planning Area
338 (proposed as open space) is consistent with the General Plan goals
for providing alternative transportation facilities, additional economic
development opportunities and ensuring neighborhood compatibility. The
park and ride facility relocation will allow for additional commercial land
area within Planning Area 11 for development. The facility design will be
reviewed to ensure it is compatible with adjacent residential uses. The
Roripaugh Ranch Specific Plan includes specific requirements to be
R:/Ords 2006/0rds 06-02
2
provided at the facility. The subject site in Planning Area 33B is physically
suitable for the park and ride, and trail head uses that will be developed on
the site.
Section 2. Environmental Compliance. On November 26, 2002, the City
Council adopted Resolution No. 02-111 certifying the Environmental Impact Report
("EIR") for the Roripaugh Ranch Specific Plan and Related Planning Applications,
including the Development Agreement. The City Council finds, based on the
administrative record, that the EIR properly addressed all of the environmental issues
encompassed within the Specific Plan Amendment (No.2) to the Roripaugh Specific
Plan and that: (1) there have been no substantial changes in the Project which require
major revisions of the EIR due to the involvement of new significant environmental
effects or a substantial increase in the severity of previously identified significant effects;
(2) no substantial changes have occurred with respect to the circumstances under
which the Project has been undertaken which require major revisions of the EIR due to
the involvement of new significant environmental effects or a substantial increase in the
severity of previously identified significant effects; and (3) no new information of
substantial importance exists, which was not know or could not have been known with
the exercise of reasonable diligence at the time of the certification of the EIR which
shows the Project would have one or more significant effects or a more severe
significant impact not discussed in the EIR or that mitigation measures or alternatives
not found feasible would in fact be feasible or that other mitigation measures or
alternatives would substantially reduce one or more of the significant effects. Therefore,
neither a subsequent nor a supplemental EIR is required and the Director of Planning
will file a Notice of Determination (Determination of Consistency) for which an
Environmental Impact Report was previously adopted (Sec. 15162 - Subsequent EIRs
and Negative Declarations).
Section 3. Specific Plan. The City Council of the City of Temecula hereby
approves the Specific Plan Amendment known as the Roripaugh Ranch Specific Plan
Amendment No. 2 as shown on Exhibit A (the Roripaugh Ranch Specific Plan
Amendment No.2) and subject to the Conditions of Approval in Exhibit B, on property
locate near the future intersection of Murrieta Hot Springs Road and Butterfield Stage
Road.
R:/Ords 2006/0rds 06-02
3
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this
day of
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the
foregoing Ordinance No. 06-02 was duly introduced and placed upon its first reading at a meeting
of the City Council of the City of Temecula on the 14th day of February, 2006, and that thereafter,
said Ordinance was duly adopted by the City Council of the City of Temecula at a meeting thereof
held on the day of , by the following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
R:/Ords 2006/0rds 06-02
4
EXHIBIT A
RORIPAUGH RANCH
SPECIFIC PLAN AMENDMENT NUMBER 2
(6)~(g~ 0 \Yl~fQ\
lnl JAN 2 4 2006 l!!J
By Planning Department
Planning Commission Recommendation for Approval Date: 10.30.02'
City Council Approval Dale: 11.26.02
Final Revisions Completed: 3.25.03
Amendment No.1 Approved by City Council: 1.11.05
RORIPAUGH RANCH
SPECIFIC PLAN AMENDMENT NO.2
City of Temecula
43200 Business Park Drive
Temecula, CA 92589-9033
tel. 951.694.6400 fax 951.694.1999
Prepared for:
.
Ashby USA, LLC
470 E. Harrison Street
Corona, CA 92879
tel. 951.898.1692 fax 951.898.1693
Prepared by:
Matthew Fagan Consulting Services
42011 Avenida Vista Ladera
Temecula, CA 92592
tel. 951.699.2338 fax 951.694.4474
January 20, 2006
SECTION I
INTRODUCTION TO AMENDMENT NO.2
DESCRIPTIVE SUMMARY OF CHANGES
Section I
Section I of the Specific Plan Amendment No.2 contains the following modifications on revised pages 9 and 10,
and Figure 1-3.
1.2.1 (Evaluate Opportunities for Open Space) - Corrected the open space acreage and inserted a reference
to the park and ride facility.
Section II
Section II of the Specific Plan Amendment No.2 contains the following modifications on revised pages 1, 2, 4, 6,
7,20,23,24,25,52 and 53, and Figures 2-1,2-2, 2-5c, and 2-11.
2.1.1 (Project Description - Valley NeighbDrhood) Language was added designating Planning Area 338 as
the location of the Park and Ride and trail head facilities and adds a brief discussion of the park and ride
under open space components.
2.1.2 (Residential Uses) - Corrected the acreage tD reflect the designation of Planning Area 338 as Open
Space. (Table 2-2) - Separated Planning Areas 33A and 338,
2.1.3 (Land Use Project Development Standards) - IncDrporated the park and ride into the project
description, added total residential acreage, and removed Planning Area 338 from the list of residential
areas.
2.2.6 (Phasing of RDad Improvements) - Modified Item 9 to reflect the park and ride in Planning Area 338.
2.2.7 (Altemative Transportation) - Textual changes were made designating Planning Area 338 as the
location of the Park and Ride facility.
2.2.9 (Project Development Standards) Textual changes were made designating Planning Area 338 as the
location of the Park and Ride facility and referencing the correct corresponding Figures.
2.8.1 Identified the park and ride as an open space component of the project and corrected the total open
space acreage.
Section III
Section III of the SpeCific Plan Amendment No.2 contains the following modifications on revised pages 33, 34,
95, 96, 97, 98, and Figure 3-28.
3_11.1 Descriptive Summary) Language was incorporated describing the Park and Ride facility and designating
Planning Area 338 as its location.
3.11.3 (Planning Standards - Circulation Standards) Remove references to the park and ride facility.
3.30.1 (Descriptive Summary) - Adjust the acreage and remove references to Planning Area 338.
3.30.3 (Planning Standards, Circulation Standards, Miscellaneous Standards) - Remove the discussion ofthe
park and ride and Planning Area 338.
3.31. Create a new Section containing the provisions for Planning Area 338 and the park and ride facility.
RoripauQh Ranch Specific Plan, Amendment No.2
5-1
SECTION I
INTRODUCTION TO AMENDMENT NO.2
Section IV
Section IV of the Specific Plan Amendment NO.2 contains the following modification.
4.13.10 Modify Figure 4-90 to remove the park and ride from the commercial center.
Section V
Section V of the Specific Plan Amendment NO.2 contains the following modifications on revised pages .1, 4, 7,
8, 18, 19, and 20.
5.1 Remove Planning Area 338 from Low Density and describe Planning Area 338 as a park and ride under
#3, Parks and Open Space discussion.
5.3.1 (Description of Residential Districts - Low Density Residential) Planning Area 338 was deleted from this
sectiDn.
5.3.3 (Development Standards) - Remove Planning Area 338 from the list of Low Density Planning Areas.
5.5 Add Planning Area 338 to the list of Open Space Planning Areas.
5.5.2 (Use Regulations) - Add Planning Area 338 to the list of Planning Areas for the Open Space 2
district. Add "Park and Ride" to the schedule of uses. Designate "Park and Ride" as a permitted
use in the Open Space 3 District.
5.5.3 (Development Standards) - Add Planning Area 338 under the list of Planning Areas subject to the
OS requirements. Inserted the language to require Planning and CDmmunity Services approval of
development in Planning Area 338 as directed.
Roripaugh Ranch $pecfficPlan, Amendment No.2
5-2
GENERAL PLAN CONSISTENCY u
Goal 6. "Develop Temecula as a comprehensive, recognizable tourist destination, with a range of
attractions throughout and beyond the Sphere of Influence."
NDt applicable.
1.1.11 General Plan Consistency
Based on this analysis, the proposed project is consistent with the goals, policies, and objectives of
the City of Temecula General Plan.
1.2 GROWTH MANAGEMENT STRATEGIES AND ACTION PLAN
1.2.1 Growth Management Strategies and Action Plan
On March 21, 2000, the City Council adopted a Growth Management Program Action Plan (GMPAP)
to plan for and accommodate future growth in the City. The GMPAP identifies a number of actions to
be taken by the City that do not directly affect the proposed Roripaugh Ranch Specific Plan, such as
Inter-Agency Coordination (Section 1). The following analysis demonstrates that the proposed project
is consistent with applicable GMPAP sections and measures.
Inter-Aaencv Coordination
This section applies tD City activities and is not project specific.
Redirect Urban Develooment to Urban Areas
The project is not totally consistent with this directive of the plan, but the property has been
designated for suburban density development for many years, and is being developed at a level that is
almost 20 percent less dense that is allowed. It will also complete the Eastem Bypass Corridor which
will help form an urban development limit for the City.
Cluster Densities related to Soecific Plans
According to the General Plan, the project site is designated for a Specific Plan with an overall density
of 3.0 units per gross acre (GP Figure 1-3). The proposed project has a net residential density of 4.26
units per acre, but actually has a gross density of 2.56 units per acre that uses clustering to preserve
over 200 acres of biological habitat. Higher density single family residential uses (I.e., 5,000 square
foot lots ) are proposed in the Plateau area but separated by setbacks and landscaped buffering from
the top ofthe slope and views from Nicolas Valley. Higher density housing is also IDcated in the
central porliDn of the Valley area east of Butterfield Stage Road, while lower density uses are located
around the periphery of the site, adjacent to rural uses to the east and sDuth. In these ways, the
proposed project provides appropriate clustering within the Specific Plan, and thus is consistent with
this requirement of the GMPAP.
Evaluate Oooortunities for Ooen Soace
Approximately a third (263 265 acres or 33 percent) of the proposed project is reserved for open
space, including 202.7 acres for the AD 161 Sub-Regional Habitat Conservation Plan recently
approved by Riverside County and the U.S. Fish and Wildlife Service. The project is therefore
cDnsistent with this requirement of the GMP AP.
Goal B of this section addresses the City'S Development Review Process and directs the Planning
Commission to "consider approving residential projects at the lowest allowable density in each density
category." It further states the Commission may "consider approving a project above the lowest
density if the project provides onsite or community amenities.". The project amenities include: a
community park; a neighborhood park; 3 private recreational facilities; trails; open space consistent
with the AD 161 SHCP; provision of major onsite and offsite public improvements and region-serving
RoripauQh Ranch Specific Plan. Amendment NO.2
1-9
GENERAL PLAN CONSISTENCY
rDads (i.e., Murrieta Hot Springs Road and Butterfield Stage Road); flood control facilities; a new fire
station; a park and ride facility, an elementary school site and a middle school site.
Preserve Open Space
The first recommended goal in this section is to "acquire vital open space and resource areas." The
project as proposed does contain significant open space and habitat resources, which have been
incorporated into the recently approved Assessment District 161 Sub-Regional Habitat Conservation
Plan. The large permanent open space of the project fulfills this requirement
The second action item is to "condition Specific Plans to preserve a significant amount of open
space." The proposed Roripaugh Ranch plan includes 202.7 acres of land for biolDgical habitat
mainly for the California gnatcatcher and Quino checkerspot butterfly. The majority of the proposed
open space land is adjacent to the Johnson Ranch open space lands to be included in the
Assessment District (AD) 161 Sub-Regional HabitatConservation Plan (SHCP) recently approved by
the County and the U.S. Fish and Wildlife Service. The proposed project therefore meets this
requirement of the GMPAP.
The third action item is to "maintain large parcel sizes in rural areas. Parcel sizes should increase the
greater the distance from urban core areas. Encourage dDwn zoning and parcel merging to maintain
large rural lot sizes." The proposed Roripaugh Ranch plan also calls for suburban densities and lot
sizes in the Plateau area consistent with development to the west along Murrieta HDt Springs Road
and larger lots adjacent to the rural areas to the south and east In these ways, the proposed project
is consistent with this requirement of the GMPAP.
The remaining action items address funding mechanisms for preserving open space, such as tax
advantages or state bond funds, and conducting a study to identify the amount and cost of open
space land remaining in the City.
Traffic Circulation Svstem Improvements
The GMPAP addresses traffic circulation system improvements, and the first goal is to "ensure that
infrastructure is constructed ahead of new development," while the third goal is to "continue to
conditiDn new development tD ensure that infrastructure is constructed in conjunction with
development impacts." The Roripaugh Ranch Specific Plan identifies a variety of improvements
needed for overall growth in the project area as well as specific improvements needed to serve the
propDsed project The project EIR and traffic study identified the timing and fair share contributions
required for specific intersection and roaclway improvements. In this way, the proposed project is
consistent with this requirement of the GMPAP. Other action items under this goal are for the City to
implement the Capital Improvement Program (CIP) and to work with other agencies regarding the
timing and funding of improvements.
Maximize Existina Transportation Network Efficiencv
This section mainly addresses City programs and responsibilities regarding public transit that are not
directly related to the Roripaugh Ranch project. However, the project will make the following
contributions to improve circulation: 1) sElmmeFGiall,lses in Planning.'\Fea 11 Planning Area 338 will
include 50 designated park and ride spaces; 2) the project will make a 3-year contribution to the RT A
for a shuttle program for project residents; and 3) provide other transit-related features deemed
appropriate by the City during the design review phase of development. In this way, the project will be
consistent with this requirement of the GMPAP.
Roripaugh Ranch Specific Plan. Amendment No.2
1-10
SPECIFIC PLAN COMPONENTS
2.1 COMPREHENSIVE LAND USE PLAN
The intent of the Land Use Plan component of this Specific Plan is to describe the general type,
location, distribution and intensity of the land uses proposed for Roripaugh Ranch. The primary
objective is to establish the specific type and intensity of land uses permitted within the Roripaugh
Ranch, as well as their relationship to land uses on adjoining properties, both existing and proposed,
2.1.1 Project DeSCription
The propDsed Land Use Plan for Roripaugh Ranch provides for a residential community with a
maximum of 2,015 residential dwelling units, resulting in an overall density of 2.5 units per gross acre,
which is less than the 3.0 dwelling units per gross acre density permitted under the Temecula General
Plan. Additionally, the plan proposes supportive land uses including schools, parks, private recreation
centers, neighborhood commercial and open space. The Land Use Plan, as depicted in Figures 2-1
and 2-2, identifies the proposed land uses and development patterns for the community.
The project site is comprised of three distinct neighborhood areas: A) the "Plateau" Neighborhood; B)
the "Valley" Neighborhood; and, C) the "Habitaf' Neighborhood (see Figure 2-2A). The three
neighborhoods are discussed below.
Plateau NeiQhborhood (See Figure 2-2A and 4-1)
ThiS neighborhood is generally located west of Butterfield Stage Road and includes Planning Areas
1A through 6, 10, 11 and 12. This area is elevated well above the existing rural reSidential
development in Nicolas Valley, and is roughly at grade with the future Rancho Bella Vista
development to the north. Murrieta Hot Springs Road will provide the primary access to the Plateau
Neighborhood.
The Plateau Neighborhood will include 665 single family residential units on approximately 148.3
acres with a density of 4.5 du/ac. This area will include 11 Low Density residential lots with a minimum
lot size of 20,000 square feet (Planning Area 1 D), 509 Low Medium Density residential lots with a
.- minimum lot size of 5,000 square feet (Planning Areas 1A, 2, 3, 4A and 4B) and 145 clustered
Medium Density residential lots with a minimum lot size of 3,000 square feet (Planning Area 12). In
addition, this neighborhood will include a 0_3-acre private mini-park (Planning Area 1 B), a 4.8 acre
private recreation center (Planning Area 5) and a 5.1 acre neighborhood park (Planning Area 6).
Planning Areas 1 through 5 will be gated. Planning Areas 10 and 12 are planned to be gated using a
card key. Residential lots within the Plateau area that are within 175 feet of the southern property line
and are visible from homes along the north side of Nicolas Road, shall either have additional rear yard
building setback or additional landscaping to help screen the residential units from Nicolas Valley.
Vallev NeiQhborhDod (See Figure 2-2A and 4-2)
This neighborhood is generally located east of Butterfield Stage Road adjacent to "North Loop Road"
and "South Loop Road" and includes Planning Areas 14 through 24 and Planning Areas 27 through
33B.
The Valley Neighborhood will include 1,350 single family residential units on approximately 349.8
acres with a density of 3.9 du/ac. This area will include 97 Low Density residential lots with a minimum
lot size of 20,000 square feet (Planning Areas 19, 20, 21 and 33A amI 338), 430 Low Medium
Density residential lots with a minimum lot size of 6,000 square feet (Planning Areas 17 and 18) and
5,000 square feet (Planning Area 16), 122 Medium Density lots designated as Medium Density
(Standard), with a minimum lot size of 4,000 square feet (Planning Areas 23 and 24) and 701 Medium
Density (Clustered - maximum of 20% can be zero lot line), with a minimum lot size of 3,000 square
feet (Planning Areas 14, 15,22 and 31). In addition, this portion of the project will include a 19.7 acre
active Community Sports Park (Planning Area 27), 4.0 acre Recreation Center (Planning Area 30), a
20.0 acre middle SChDOI site (Planning Area 28), a 12.0 acre elementary school site (Planning Area
29), a 2.3 acre 50-space park and rideltrailhead facility (Planning Area 33B), and a 2.0 acre fire
station site (Planning Area 32).
Roripaugh Ranch Specific Plan, Amendment No.2
2-1
SECTION V
SPECIFIC PLAN COMPONENTS
OVERVIEW
Section V of the Specific Plan Amendment Addendum contains modifications to Table 2-1 (Residential Land
Uses by Land Use Designations, Table 2-2 (Proposed Land Uses by Planning Areas (PA), and Section 2.10
(Walls and Fences Master Plan) based on changes to Planning Areas 1A, 7B, 10, 12 and 27. In addition, a
footnote has been added to Table 2-2, which indicates the specific Planning Areas where single-story
elevations will be required. Single-story elevations will be required in Planning Areas in which the minimum lot
sizes are 5,000 square feet and larger. These Planning Areas are: 10, 16, 17, 18, 19,20,21, 33A & 33B. All
other Planning Areas will not contain minimum lot sizes that are conducive for single-story elevations.
2.1.2 Project Land Uses
Residential Uses (See Figure 2-1)
The project proposes a maximum of 2,015 residential dwelling units on a variety of lot sizes, ranging
from 3,000 square feet to one acre in size. The following table is a breakdown of the residential
component of the project:
Table 2-1
Residential Land Uses by Land Use Designations
Land Use Planning Acres Dwelling Density Percentage
Designation Areas Units
Low 19,20,21, 99.& 97 0.9 4.8
Residential 33A and 3JIl 101.8
(L)
liiow De?Ei~ 8.1 14 1.7 0.7
states -) 10
Low Medium 1A, 2, 3, 4A, 196.8 945 4.8 46.8
Res. (LM) 46,16,17
and 18
Medium 23 and 24 21.5 '122 5.7 6.1
Residential
(M1)
(Stamto"t)
*Medium 12,14,15, 88.9 837 9.4 41.6
Residential 22 and 31
(M2)
(Standard and
Clustered)
Project Total 444,8 2,015 4.9 100
408.2
*A maximum 0120% cluster housing can be zero lot line as illustrated in Figures 4-78 and 4-
81.
2-2 ,-
RoripauQh Ranch Specific Plan, Amendment No.2
SPECIFIC PLAN COMPONENTS
A.3 acre Mini-Park (See Figures 2-1,3-1 and 4-9), is planned adjacentto Planning Areas 1Aand 2 in
the Plateau Neighborhood. This will be a private recreation facility serving the residents of Roripaugh
Ranch.
Park and RidelTrallhead
Planning Area 338 will contain a 50 space park and ride facility as well as a trailhead facility
that connects to the project trails network. The design of the park and ride and trailhead
facilities will be approved by the Directors of Planning and Community Services.
Paseo and Trail Systems
The Public Parks and Private Recreation Centers are linked at the planning area level by a series of
paseos or walking paths.
Nature Walk "Plateau" (See Figures 2-11,4-12 and 4-15A)
The Nature Walk will be located within the landscaped slope area of Planning Area 7 A adjacent to
Planning Areas 1A through 4B. This walk will link each planning area to the Neighborhood Park in
Planning Area 6. The walk will not be lighted.
River Walk (See Figures 2-11, 4-13 and 4-14)
The River Walk is located on the north and south side of the Long Valley Wash Flood Control
Channel (Planning Areas 25 and 26). The River Walk will be linked to the community sports park,
middle school, elementary school, and Mega Center by a pedestrian bridge that crosses the channel,
and a series of planning area level paseos. If the Riverside County Flood Control District determines
that the River Walk can not be located within the channel right-of-way, then the trail will be relocated
outside of the channel. Separate walks shall be designed and shown on the tentative tract map ("B"
map only), for review and approval located outside the tlDod control right-of-way_ The walk will not be
lighted.
Multi-Use Trail (See Figures 2-11, 4-13 and 4-16)
The Multi-Use Trail runs along the southern and eastern boundary of the project from the Fire Station
site at Butterfield Stage Road (Planning Area 32) to the connection point with the UCR PrDperty within
Planning Areas 19, 20, and 21. The trail can be used by horses, bicycles, or hikers. This trail will not
be lighted.
Future Trail (See Figure 2-11)
A Future Trail is propDsed on the MWD waterline easement, adjacent to Planning Areas 33A & 33B.
4B. 6, 7 A, 8 and 9A. This trail is not being constructed as a part of this project
Schools
The project plan includes a 12.0 acre elementary school site (Planning Area 29) and a 20.0 acre
middle school site (Planning Area 28) for the Temecula Valley Unified SChODI District (lVUSD). The
school sites are depicted in Figures 2-1, 3-23, 3-24, 4-10 and 4-11. One or both of the proposed
school sites can be converted to residential uses provided that all the following are met 1) approval Df
a Specific Plan Amendment is obtained frDm the City for conversion from Education (SChODls)
Designation to Low Medium Residential Designation; 2) the school district has indicated in writing that
they are no longer interested in using Planning areas 28 or 29 as school sites; and 3) the total number
of residential units for the entire project does not exceed 2,015.
ROriP8UQh Ranch Specific Plan. Amendment No.2
2-4
SPECIFIC PLAN COMPONENTS
Table 2-2 (Continued)
Proposed Land Uses by Planning Areas (PA)
/'/---
Land Use (Oensiiy) Acres Density Min. Lot Size (sl) Units
25 Open Space/Flood 8.2 N/A N/A N/A
Control
26 Open Space/Flood 22.1 N/A N/A N/A
Control
27 Sports Park 21.1 N/A N/A N/A
28, Middle School 20.0 N/A N/A N/A
29 Elementary School 12.0
30 Recreation Center 4.0 N/A N/A N/A
(private)
31 . Residential- Medium 2 24.6 9.1 3,000 224
(Clustered)
32 Public Institutional (Fire 2.0 N/A N/A N/A
Station)
33 Residential - Low (PA 11.8 4.,.1- 20,000 15
A' 33A) 1.27
& ResiaeRtial Lov'(I'!A ~
Il' ~
33 Open Space 2,3 N/A N/A N/A
B
Public/Private Roads 45.2 N/A N/A N/A
TOTAL 804.7 2.5 2,015
--~
Planning Areas where single-story elevations will be required. Single-story
elevations will be required in Planning Areas in which the minimum lot sizes are
5,000 square feet and larger.
2.1.3 Land Use Project Development Standards
In order to ensure the orderly and sensitive develDpment of the residential, commercial and
recreational. uses proposed for the Roripaugh Ranch Specific Plan, special techniques or mitigatiDns
have been created for each Planning Area. These area-specific standardS, discussed in detail in
Section 3.0, Planning Areas and Development Standards, will assist in accommodating the proposed
developmentand provide adequate transitions to neighboring land uses.
In addition to these specific techniques, project-wide develDpment standards have also been
prepared to complement those applicable tD each individual Planning Area. These general standards
are:
1. The Roripaugh Ranch Specific Plan shall be developed with a maximum of 2,015 dwelling
units on approximately 804.7 acres, as illustrated on the Land Use Plan (Figure 2-1).
Residential uses include 1,169 single-family units and 846 clustered single-family residential
units (maximum of 20% can be zero lot line - 169 units), 410.5 acres are projected for
residential use, 15.4 acres of neighborhood commercial uses, 32.0 acres for two school
sites (elementary and middle school), 8.8 acres for two private recreatiDn centers, 24:8 acres
fortwo public pari< sites, a 0.3 acre private mini-pari<, a 2.3 acre park and ride and
trailhead, a 2.0 acre fire station site, 39.1 acres for flood control purposes, 202,7 acres of
open space and 21.2 acres of landscape slope.
RoMpaugh Ranch Specific Plan, Amendment No.2
2-6
SPECIFIC PLAN COMPONENTS
2. A written request for density transfer shall be submitted to the Planning Department for
review and approval that meets the following criteria:
a. Transfer of dwelling units may occur between planning areas, provided that the transfer
doe!> not exceed the maximum density for each planning area as established in the
General Plan. Transfer of units shall not be allowed into Planning Areas 10, 19,20,21
and 33A ang 33il. Regardless of any unit transfers, the overall number of units allowed
in the Roripaugh Ranch Specific Plan for each land use category shall not exceed the
project overall total of 2,015 dwelling units or the General Plan land use density
designation as follows:
Low Density - 2.0 du.lac.
Low Medium - 6.0 du.lac.
Medium -12.0 du.lac.
b. Any proposed transfer of density will require a revised land use plan submitted to the City
for approval.
c. Any transfer of density to a non-residential planning area shall only be permitted with
approval of a Specific Plan Amendment.
d. Transfer of density except as provided herein shall not increase the number of units
within a Planning Area by more than 20% of the number of units as shown in the Specific
Plan Land Use Plan.
3. As a part of the propDsed project, the unincorporated portion of the site (Valley
Neighborhood), will need to be annexed into the CityofTemecula according to the County's
Local Agency Formation Commission (LAFCO) requirements.
4. Prior to recordation of any final map in Planning Areas 1 through 5, the developer will provide
the Airport Operator with avigation easements for all the parcels in Planning Areas 1 through
5 and send a copy of that proof to the Community Development Department.
5. Prior to recordation of any final map in Planning Areas 1 through 5, the developer shall
provide the Community Development Departrnentwith proof that avigation easements have
been obtained for all the lots in Planning Areas 1 through 5.
6. Prior to recordation of any final maps in Planning Areas 1 through 5, the developer shall
demonstrate to the Community DevelDpment Department that buyer information contains a
statement regarding avigation easements. This information shall be provided either in the
White Report or supplementary information with an affidavit of disclosure provided by the
developer.
7. One or both of the proposed school sites can be converted to residential use provided that all
the following are met: 1) approval of a Specific Plan Amendment is obtained from the City for
conversiDn from Educational Designation to Low Medium Residential Designation; 2) the
SChDOI district has indicated in writing that they are no longer interested in using Planning
Areas 28 or 29 as school sites; and 3) the total number of units for the entire project does not
exceed 2,015 units.
8. Uses and development standards will be in accordance with the Roripaugh Ranch Specific
Plan Zoning Ordinance, the City of Temecula Development Code, and all TCSD standards
and will be further defined by Specific Plan objectives, the SpeCific Plan design guidelines,
and future detailed development proposals including subdivisions, development plan and
conditional use permits. If the Specific Plan is silent on any issue relating to uses and
development standards, the City's current codes shall be enforced.
Roripaugh Ranch Specific Plan, Amendment No.2
2-7
SPECIFIC PLAN COMPONENTS
Revised DEIR.
In general, the supplemental traffic studies will: 1) document ambient traffic volume
conditions; 2) estimate trip generation for the particular development phase; and 3) assess
traffic conditions with the traffic added by the particular development phase. The exact study
area to be addressed in each of the traffic studies should be defined through discussions with
the City Traffic Engineer. In general, the study area should include the immediate access
intersections and roadways which would serve the new development phase, and those critical
offsite intersections and roadways that will provide primary access to the new development.
Critical intersections/roadways are defined as those facilities that are experiencing high levels
of peak period traffic congestion at the time the traffic study is to be performed. The traffic
study findings would assist the City in proactively planning for area roadway imprDvements.
Phase 1 (prior to issuance of 151 building permit in Planning Areas 1A-4B, 6, and 32)
1. 1-15 Freeway ( southbound ramps) at Rancho Califomia Road - southbound left tum
lane, west bound free right-tum lane, eastbound free right tum lane, and southbound
free right tum lane.
2. 1-215 Freeway (southbound ramps) at Murrieta Hot Springs Road - southbound left-
turn lane, southbound right-turn lane, eastbound through lane, eastbDund right-turn
lane, westbound through lane, and westbound free right-turn lane
3. Ynez Road at Winchester Road - southbound right-turn overlap
4. Ynez Road at Rancho California Road - eastbound through lane
5. North General Kearny Road at Nicolas Road - traffic signal.
6. Butterfield Stage RDad at Rancho California Road - traffic signal
7. Murrieta Hot Springs Road at Alta Murrieta (in the City of Murrieta) - lane
improvements (as yet undetermined). The developer shall provide the City of
T emecula with a letter from the City of Murrieta stating that a fair share contributiDn
to identified improvements at this intersection has been made.
Phase 2 (prior to issuance of 1st building permit in Planning Areas 10 -12,14 - 24,27 - 31,
and 33A ami aaB)
1_ 1-15 Freeway (southbound ramps) at Winchester Road - southbound left-tum lane,
southbound right-tum lane, and eastbound right-turn lane, westbound through lane,
eastbDund through lane, and eastbound free right-turn lane.
2_ Traffic signal and related intersection improvements, as warranted, at the
intersection of La Serena Way and Meadows Parkway.
3. 1-15 Freeway (northbound ramps) at Winchester Road - northbound left-turn
lane,northbound free right-turn lane, westbound through lane, and westbound free
right-turn lane
4. 1-15 Freeway (southbound ramps) at Rancho California Road - southbound left-tum
lane, southbound, eastbound, and westbound free right-turn lanes
5. 1-15 Freeway (northbound ramps) at Rancho California Road - northbound left-turn
and right-turn lanes
Rorip8uah Ranch Specific Plan, Amendment No.2
2-20
SPECIFIC PLAN COMPONENTS
The following transportation system management/transportation demand management (TSMrrDM)
measures are proposed to help reduce project-related traffic impacts:
8. Prior to the approval of development plans for Planning Area 11, the developer shall provide
pedestrian and bicycle facilities in these areas, to the satisfaction of the City Planning
Department.
9. The developer is required to provide 50 Park-N-RIde spaces In Planning Area 44 338.
IRilially, a tempora,,>' faGility, iRGlllSiR!JIi!JllliR!l, is Fe!jllires Ie ee provises pFierle IRe iSSllaRGe
at aRY ellilsiR!J permits far PlaRRiR!l Areas 19, 12, 14 IRroll!)R 31, er 338. -''. permaReRtThe
facility is required to be completed pFEl'.'ieee prior to the issuance of the first residential
building permit in Phases 2 or 3. aRY eCGllpaRGY permits '.'JltRiR PlaRRiR!) .~rea 11. +he
seveleper sRall ceeFEliRate \VitA tI1e City Ie keep IRe facility epeR wRile PlaRRiR!) -''.rea 11 is
llRser eeRstRlslioR. The designs of betA the tempoFaPj aRs permaReRtfacility is moilities are
subject to apprDval of RT A and the Director of the Community Services.
10. Prior to the issuance of the first building permit in Phase 2, the developer shall fund the
Dperation of a shuttle bus services to and from the project. The developer shall pay the RT A
to operate the shuttle bus service for a period of 3 years for project residents. but may be
expanded to serve areas outside of the project on a fair share contribution basis. This
measure shall be implemented to the satisfaction of the Planning Director and the RT A.
11. Prior to tentative tract map approval in each phase, the developer shall coordinate with the
RT A to incorporate transit-related facilities and design features to the satisfaction of the City
Public Works Department.
12. In conjunction with constructing Nicolas Road offsite in Phase 1, the developer Shall install a
6-foot wide temporary asphalt path so residents along NicDlas Road can access the public
facilities in the project east of Butterfield Stage Road (e.g., sports park, middle school, etc.>-
This path shall be builtto the satisfaction of the T emecula Community Services Department
and Public Works Department at the time adjacent improvements are installed. The asphalt
path shall be extended from 450 feet east of the Nicolas Road/Calle Girasol intersection to
the bridge over Santa Gertrudis Creek during Phase 2.
13_ Prior to the issuance of the grading permits and building permits. the developer shall provide
the City with a letter stating that all contractors will be prohibited from using Nicolas Road for
construction related traffic.
14. Prior to tentative map approval for Planning Area 19. the 15-foot wide multi-use trail within a
30-foDt fuel modification zone shall be designated tD be screened from offsite homes on an
as needed basis. Screening shall be accomplished through the use of either landscaping or
topography, to the greatest extent feasible. However, the primary goal of this trail is to
provide access to the trail from adjacent onsile and offsite lots.
15. Prior to the issuance of building permits in the appropriate phase, the developer shall make a
fair share contribution to fDur planned intersection improvements along Murrieta HDt Springs
Road within tI1e City of Murrieta: 1) 1-215 sDuthbound ramps; 2) Alta Murrieta Drive; 3)
Margarita Road; and 4) Winchester Road_
2.2.7 Alternative Transportation
A park and ride site is proposed within the Roripaugh Ranch project site. as i11llstFates iR j;i!)IlFe 4 99.
The facility-will be located in the Nei!)ReorRoee Cemmemial eeRter (PlaRRiR!) Area 11) Planning Area
338 and will include 50 designated parking spaces. Direct access shall be provided to the facility
acceptable to the Riverside Transit Agency (RTA) and the City. Appropriate lighting will also be
incorporated into the facility to ensure safety and promote usage_ A trailhead for the trail network
will also be integrated into the facility.
RoriDBUgh Ranch Specific Plan, Amendment No.2
2-23
SPECIFIC PLAN COMPONENTS
In addition, the deveioper will also provide RT A stops at Murrieta Hot Springs Road and PDurroy
Road, near !It the p!lrk !lRd ride ffleilil) in Planning Area 11 and at "North Loop Road" in front of
the middle school. Additional stops or mDdifications to these StDpS may be approved by the
Planning Director after consultation with the RT A. All bus shelters will be designed so they are
consistent with the design theme of the project.
2.2.8 Pedestrian/Bicycle Circulation
The Specific Plan provides fDr both pedestrian and bicycle circulation for residents as well as
project visitDrs (see Figure 2-5C, 2-50, 2-11, 4-12, 4-13 and 4-14). The circulation within the
project site has been separated intD tWD systems. This includes the Private Trail System and the
Public Trail Systems. All trails within the project site, with the exception Df the future 1rail proposed
within the MWD property will be constructed by the develDper.
Private Trail Svstem (See Figures 2-11,4-12,4-13 and 4-14)
A River Walk will be located along both sides of Long Valley Wash between Butterfield Stage
Road and the Loop Roads as illustrated in Figure 4-13. This walk will be fully improved with all
weather surface and fencing, and will service the private use of the Roripaugh Ranch residents. If
the Riverside Flood Control District determines that the River Walk cannot be located within the
channel right-of-way, then the walk will be relocated Dutside of the channel. Separate walks shall
be designed and shown on the "B" tentative tract map in the Valley for review and approval
located outside the flood cDntrol right-of-way.
In addition, a pedestrian bridge is proposed within Planning Area 26 as illustrated in Figure 2-11,
and Figure 4-14, that will connect Planning Areas 22 through 24 to the sports park (Planning Area
27 and the two school sites (Planning Areas 28 and 29).
A Class II (5' wide) bicycle lane is planned alDng bDth sides of North and South Loop Road within
the private areas. These lanes will link to the public Class II bicycle lanes within the public pDrtion
of the Loop Roads. The bicycle lanes within North and South LODp Roads will provide a
secondary transportatiDn system linking the public parks and schools to the private parks and
neighborhoods.
Planning areas will be linked to Dne another by a paseos system. These paseDs will create access
through the planning areas to the private and public parks, project trails, schools and
neighbDrhood commercial center within the project site, by encouraging walking Dr bicycling to
reduce the demand for internal automobile trips.
A "Nature Walk" is IDcated within Planning Area 7 A as illustrated in Figure 4-12 and 4-15A. The
walk will be 10' wide with an all weather surface and provide an internal pedestrian link between
the planning areas within the "Plateau" area connecting tD the NeighborhDDd Park (Planning Area
6).
Public Trail System (See Figures 2-11, 4-12, 4-13 and 4-16)
A multi-use trail system compliments the private multi-use trail system planned for Roripaugh
Ranch. Class II bicycle lanes are planned along both sides of "North LDOp Road", "South Loop
RDad" Butterfield Stage Road, Murrieta Hot Springs Road and both "A" and "B" Streets as
illustrated in Figure 4'23A through 4-31. In addition,'a Class I bicycle lane will be located along the
west side Df Butterfield Stage Road between Nicolas RDad and Murrieta Hot Springs Road.
A 15' wide 'multi.use trail is planned along the sDuthern and eastern boundaries of the project site
adjacent tD Planning Areas 19, 20, 21, and 32 as illustrated in Figure 2-11, 4-13 and 4-16. The
trail will be accessible to the residents within these planning areas as well as the general public.
A home owners association within Roripaugh Ranch will maintain the trail.
Roripaugh Ranch Specific Plan, Amendment No.2
2-24
SPECIFIC PLAN COMPONENTS
2.2.9 Project Development Standards
1. All tentative tract maps shall comply with the on-site and off-site street improvement
recommendatiDnslmitigations as stated in the Specific Plan and Mitigation Monitoring
Program. The mitigation measures will be Incorporated as conditions of approval for the
tentative tract maps. The off-site improvements associated with each tentative tract map
shall be coordinated with the overall road improvement-phasing plan.
2. Major roadways, including Murrieta Hot Springs Road, Butterfield Stage Road, Nicolas Road,
"North Loop Road" and "South LODp Road", shall have restricted access except at approved
street intersections to provide better flow of traffic. Driveway locations to commercial, office,
and residential areas, shall be approved at the development plan stage.
3. All public roads and private roads as shown in this document shall be constructed per City of
T emecula standards and approved street cross sections in the Roripaugh Ranch SpeCific
Plan_
4. Street parkways shall be landscaped in accordance with the recommendations for street
landscaping as approved in this document and TCSD standards.
5. Developer shall construct a safe and efficient sidewalk, bicycle path, and multi-use trail
netwDrk.
6. Sidewalks and bicycle lanes shall be provided on all major streets including Murrieta Hot
Springs Road, Butterfield Stage Road, Nicolas Road, "A" Street. "B" Street. "North Loop
Road" and "South Loop Road". Sidewalks shall also be included on public and private streets
with the exception of the east side of Butterfield Stage Road adjacent to Planning Areas 13
and 14. In addition, multi-use trails and bridges shall be provided as identified in this
document to improve the overall circulatiDn.
7. A park and ride facility shall be provided in Planning Area-# 338 as illustrated in Figure&3-9
3-28 aRII 4 QQ. This facility shall include 50 designated parking spaces. Direct access shall
be provided to the facility acceptable to the Riverside Transit Agency. Appropriate lighting
shall be incorporated into the facility to ensure safety and promote usage.
8. Bus turnouts and shelters shall be provided as required by the Riverside Transit Authority
(RT A) and approved by the Department of Public Works. All shelters shall be consistent with
the design theme of the project.
9. Bus/Pedestrian shelters and tumouts shall be installed concurrently with street
improvements.
10. The developer shall provide RTA stops at Murrieta HDt Springs Road and Pourroy Road, at
the park and ride facility in Planning Area-4 338 and at "North Loop Road" in front of the
middle school. Additional stops or modifications to these stops may be approved by the
Planning Director after consultation with the RT A.
11. Road and traffic signal improvements shall be installed or contributed to on a fair share basis
in accordance with the phasing as stated in Section 2-2.6 of the Specific Plan.
12. The project shall comply with all subsequent conditions and requirements for road design,
improvements, and right-of-way dedication imposed by the City of Temecula.
13. The developer shall comply with the City's Development Impact Fee requirement.
14. Efficient, safe vehicular and pedestrian connections shall be provided to both school sites
acceptable to the school district and the City.
Roripaugh Ranch Specific Plan, Amendment No.2
2-25
SPECIFIC PLAN COMPONENTS
2.8 OPEN SPACE AND RECREATIONAL MASTER PLAN
2.8.1 Project Description
A total of 24.8 acres of improved public parkland, 202.7 acres of open space, 39.1 acres of flDod
cDntrol, 2.3 acres of park and rldeltrallhead, and 21.2 acres of landscape slope will be provided in
Roripaugh Ranch. These 2i+,8 290.1 acres of parkland and open space represents approximately
36% of the total project acreage. The design of the project will preserve significant features of the
natural landscape, such as drainage ways and important habitats, and requires provisions for active
and passive recreational opportunities. The need for a comprehensive approach to parks and open
space planning is essential as the increasing demand for urban development continues. TheOpen
Space and Recreation Master Plan is shown on Figure 2-11. The Area Wide Open Space Concept
Plan is shown on Figure 2-12.
Public Parks (See Figures 2-1, 2-11, 3-6, 3-22, 4-3 and 4-4)
The project includes two public parks encompassing a total of 24.8 acres to provide recreational
opportunities for the project residents. The Valley neighborhood area (see Figure 2-2A), includes a
19.7 acre community sports park site (Planning Area 27). This park will include lighted ballfields just
west of and adjacent to the middle school site (Planning Area 28). This location will allDw the sports
park and the school to take full advantage of joint use programs and facilities. A smaller
Neighborhood Park (Planning Area 6), is proposed on 5.1 acres east of the Plateau area and the
MWD property just south of Murrieta Hot Springs Road. The City policy allows "full parkland
dedication credit" for these public recreation facilities.
Private RecreatiDn (See Figures 2-1, 2-11, 3-1, 3-5, 3-25,4-5 through 4-9)
The project includes 9.1 acres of private recreation sites. This entails a 4.0 acre site (Planning Area
30), east of the elementary school site (Planning Area 29), a 4,8 acre site in the Plateau area
(Planning Area 5), and a 0.3 acre Mini-Park (Planning Area 1 B). The City Subdivision Ordinance only
allows up to "half credit" for private recreation facilities, so the project may receive Quimby credit for
4.55 acres of parkland.
Proiect Parkland Reauirements
The project's anticipated buildout population is 5,743 residents based on the City's recommended
household factor 2.85 persons per household. The City also has a Quimby Act parkland requirement
of five (5) acres of parkland per thousand residents. Therefore, the project is required to provide 28.7
acres of parkland (5,743 residents times 5.0 acres/1,OOO residents).
The Temecula Community Services Department (TCSD) has indicated that the project will only
receive "Quimby" credit for the twD public parks (24_8 acres), plus an additional 4.55 acres far the
private parkland (half credit for 9.1 acres). Thus, the project will provide the equivalent of 29.35 acres
of parkland (24.8 + 4.55). The project therefore exceeds its Quimby parkland requirement of 28.7
acres of parkland by .65 acres. The conceptual design of the proposed park facilities are depicted in
Section 4_0 of this Specific Plan.
Roripaugh Ranch will provide 24.8 acres of dedicated public parkland. In return for providing fully
improved parks, Roripaugh Ranch may receive credits against the park and recreation component of
the City's Development Impact Fees pursuant to a Development Agreement or Park Improvement
Agreement.
Roripaugh Ranch Specific Plan. Amendment No.2
2-52
SPECIFIC PLAN COMPONENTS
Ooen Soace (See Figures 2-1,2-11,2-12 and 3-7A, 3-7B and 3-7C)
The Open Space component of Roripaugh Ranch has been designed to complement the area-wide
open space/habitat conservation program established within the Johnson Ranch and Rancho Bella
Vista Specific Plan areas. Approximately 296 265 acres, or 33% of the project acreage are reserved
as open space, flood control purposes and landscape slopes_ The resulting open space will provide
visual relief as well as buffer the various land uses both on-and off-site_ This open space preserves
ecologically significant environments such as riparian vegetation, natural drainage and seasonal
wetlands.
As depicted in Figure 2-11, Open Space areas are preserved throughout the project Figure 2-12,
depicts the projecfs proposed open space as it relates to off-site open space areas. Open Space in
Planning Areas 7 A, 8, 9A, 9B and 13, will include limited grading or disturbance with the exceptiDn of
fuel modification adjacent to residential development as illustrated in Figures 4-34A, 4-34B and 4-34C
and for road and flood control pUrpDseS_ Open SpaCe in Planning Area 13 may include limited
grading to allow for drainage and revegetatiDn_ The habitat in Planning Area 13 will eventually be
owned by the appropriate habitat maintenance agency, and a fuel modification zone, including an
access road, will be constructed to separate the habitat (Planning Area 13) from residential uses. This
area will also have specific guidelines for landscaping, lighting, fencing, fuel modification, and trails at
the time it is transferred to the appropriate habitat maintenance agency.
The Open Space areas within Roripaugh Ranch are intended to maintain the land in as natural state
as possible, without intrusion from recreational or other uses and subject to approval by the Califomia
Department of Fish & Game and U.S. Department of Fish & Wildlife. Minimal, naturalized
improvements will be made to implement proposed fuel modification. No buildings or other structures
are permitted within this designation to preserve the quality of the natural habitat areas.
Trails (Pedestrian/BicvclelMulti-Use\ (See Figures 2-11, 4-12, 4-13, 4-14, 4-15A and 4-16)
The entire Roripaugh Ranch community will be connected by a series of sidewalks, paseos and bike
lanes which will offer non-vehicular access to other educational, commercial and recreational facilities
within the Specific Plan area and (eventually) to adjacent development A multi-use trail is proposed
alDng the southem and eastem boundaries of the Valley area. This trail will allow equestrians to
continue riding their horses along the rolling hills between the T emecula wine country and the
Johnson Ranch open space/habitat preserve area. A future trail is also proposed along the MWD
easement, just west of Planning Areas 6, 33B, and 33A (from north to south) which will nDt be
constructed as part of this project
Sidewalks and Class II bikeways are included in all the project major streets, including Murrieta Hot
Springs Road, Butterfield Stage Road, Nicolas Road, "A" Street, "B" Street, "North Loop Road", and
"South Loop Road" (see Figures 2-3 and 2-5D). In addition, a 12-foot Class I bicycle trail will be
constructed along the west side of Butterfield Stage Road from Murrieta Hot Springs Road to Nicolas
Road_ A 12-foot wide asphalt path will be maintained along both sides of Long Valley Wash, and a
pedestrian bridge will be installed about 2,000 feet east of Butterfield Stage Road to provide residents
living south of the channel access to the community pari<, the private recreation center, middle school,
and elementary SChODL The surrounding tracts will be designed with landscaped paseos as non-
vehicular access pDints to the 12-foot wide asphalt path and the pedestrian bridge that crosses over
Long Valley Wash.
Park and Ride/Trailhead
Planning Area 338 will contain a 50 space park and ride facility as well as a trailhead facility
that connects to the project trail network. The design of the park and ride and trailhead
facilities will be approved by the Directors of Planning and Community Services.
RoripauQh Ranch Specific Plan, Amendment No.2
2-53
PLANNING AREAS AND DEVELOPMENT STANDARDS
3.11 PLANNING AREA 11
3.11.1 Descriptive Summary
Planning Area 11 as depicted Dn Figures 3-9 and 4-90, provides for development of 15.4 acres of
Neighborhood Commercial uses. Commercial uses within the planning area shall not exceed 110,000
square feet
The Neighborhood Commercial use is intended to prDvide for a wide variety of different types of land
uses. One unique character with this planning area is pedestrian open spaces which will be placed
within the planning area that offer places for resting, sitting areas, and other opportunities. Sidewalks
will be placed adjacent to storefronts and wide enough to encourage browsing, stopping to talk or to
walk through.
3.11.2 Land Use and Development Standards
Please refer to Section 5.0,. Specific Plan Zoning Ordinance.
3.11.3 Planning Standards
Circulation Standards
1. Access to the planning area will be provided from Murrieta Hot Springs Road, Sutterfield
Stage Road and "A" Street. Potential access points as depicted, are conceptual. Access
points into the planning area off of Murrieta Hot Springs Road and "A" Street shall be located
a minimum of 200 feet from Sutterfield Stage Road. The access off of "A" Street shall be
located directly across from "S" Street. Off-set intersections shall not be permitted_ The exact
location and number of access points for this planning area shall be subject to review and
approval by the City at the tentative tract map stage. Access points shall be designed and
located tD provide adequate and safe access from a traffic and fire safety standpoint.
2. ... llaF!< and ride faGility is Illanned within Planning AFea 11 Planning !l.Fea 311B as i11llstrated in
F.igllFes 3 9 3 211 and 4 90. Tllis !aGility '.'JiII inGlllde 50 designated Ilar-l( and Fide SilaGes.
Tllese llaF!<ing sllaces sllall net be Ge\.lnted in tile telal Fe"llliFed llaF!<ingrortlle GemmefGial
site. TIlis faGili~' sllall be leGated in Giese Ilroximity te "J>" Stroet NiGelas Read te enSIlFe
aooGssibility. TIle design ef tile faGilil'J sllallbe allllroved by tile RiveFSide Transit l'.genGY
(RT.A,lIlFier te tile allllro'lal ef a Oe'/elepment Plan in the neigllbeFlleed GemmeFSialsite. Tllis
faGility sllall be Genstrusted pFier te tile issllanGe ef any bllildinglleFmits in Planningl'.reas 10,
12, 11 21, J1, :i1A er :i3S. ~pF9pri:lte liiit:ltiRg shall be iRS9Fp9FateEt iRm #'Ie fa&ili~te 9R81::Jre
safety and Ilmmete Ilsage. 1'.11 blls sllelteFS sllall be designed se tIley are Gensislent '.'/itll tile
design theme ef the Ilroject.
3. If lllis planning area is net Genstrusted by llle issllanGe ef bllildinglleFmits in Planning Areas
10, 12, 14 29, 31, 311.A" er 33B, tl1e geveleller sllall Ilre'lide 50 temllera!')' Ilark and Fide
SilaGeS in Planningl'.fea 11 Planning Area 33B accelllatlle te lIle RTA and llle City Ilntil SIlCR
lime tile permanent llaF!< and Fide facility is cGnstr:usted. Tile gevoleper is FBqlliFEKl te pr-ll'Ade
50. designated Par-l( N Ride sllaces in Planning ,A.Fea 11 Planning .o,Fea 33B. Initially, a
temllora!'}' !aGility, inGllldinglighling, is reqllired te be Ilmvided pFier te lIle issllanGe ef any
bllilding permits fer Planning JI.:-eas 10, 12, 14 tl1rollgIl31, 33.^., Br33B. AllelR'lanBntfacility
is FeqlliFed te be Ilrovided Ilrior te issllanGe of any BGGllpancy llelR'lits witl1in Planning Nee 11
33B- Tile designs of betll faGililies are slll3jeGl te allllre'/al by RT.A" TI1e develeller sllall
coeFllinate willlllle City te keell tile facility ellen wllile Plannifl\l Area 11 is Ilnder GGnstruGtieR.
4, 2. Pedestrian connectivity shall be provided between the neighborhood commercial center and
the surrounding area as illustrated in Figure 3-9, 4-12 and 4-13.
Roripaugh Ranch Specific Plan, Amendment No.2
3-33
PLANNING AREAS AND DEVELOPMENT STANDARDS
Landscaoe and Recreation Standards
&, 3. A Parkway Landscape Treatment, as illustrated in the Landscape Master Plan Figures 2-13,
4-26A and 4-26B shall be provided along Murrieta Hot Springs Road.
G. 4. A Parkway Landscape Treatment, as illustrated in the Landscape Master Plan Figures 2-
13 and 4-23E shall be provided along Butterfield Stage Road.
+-, 5. A Parkway Landscape Treatment, as illustrated in the Landscape Master Plan Figures 2-13,
4-30A and 4-30B shall be provided along "A" Street.
3, 6. Commercial buildings adjacent to "A" Street shall have enhanced landscaping acceptable to
the City that is incorporated along the rear of buildings to screen views from Planning Areas 6
and 12.
9. 7. Eating establishments along Butterfield Stage Road and along the eastern portion of "A"
Street are strongly encouraged to have outdoDr seating areas that are oriented to take
advantage of views looking to the southeast and east.
Miscellaneous Standards
.ro. 8. Parking shall not be located along Murrieta Hot Springs Road, Butterfield Stage Road and "A"
Street.
#. 9. Tower elements shall be incorporated into the design of the neighborhood commercial center
buildings so that future telecommunication facilities can be incorporated into the tower
design. The developer shall contactteleCDmmunication companies prior to the submittal of a
Development Plan to inquire about the intent of locating telecommunication facilities within
the towers.
~.10. Please refer to Section 2.1 through Section 2.10 for the following Development Plans and
Standards that apply site-wide.
2.1 Comprehensive Land Use Plan
22 Circulation Master Plan
2.3 Drainage Master Plan
2.4 Water Master Plan
2.5 Sewer Master Plan
2.6 Grading Master Plan
2_7 Phasing Plan-Public and Private
Facilities
2.8 Open Space Recreation and
Trails Master Plan
2.9 Landscape Master Plan
2.10 Walls and Fences Master Plan
~.11. Please see Section 4.0 (Design Guidelines) for criteria related to the development Df
Planning Area 11.
Timina and ResoDnsibilitv of Imorovements
-14.12. Please see Section 6.0 (Timing and Responsibility of Improvements) for phasing of
improvements within Planning Area 11.
Roripaugh Ranch Specific PJan, Amendment NO.2
3-34
PLANNING AREAS AND DEVELOPMENT STANDARDS
3.30 PLANNING AREAS 33A and 338
3.30.1 Descriptive Summary
Planning Areas 33A aAs 338, as depicted on Figure 3-28, provides for develDpment of ~ 11.8
acres with Low Density Residential use. This area is planned for 15 single family residential dwelling
units at a density of 4,.00 1.27 du/ac. This Low Density Residential use has been planned for this area
in an effort to buffer the existing Low Density Residential uses adjacent to Roripaugh Ranch. Lots will
range in size from .5 acre to one acre in lot size. Entrance into Planning Areas 33A aRII 338 will be
off of Nicolas Road. OwelliRgllAits aFe nat peFmilles iR PlaRAiRg AFea 338. One acre lots shall be
located along the westem perimeter to provide a buffer between the off-site properties and .5 acre lots
will be IDcated elsewhere in the planning area.
3.30.2 Land Use and Development Standards
Please refer to Specific Plan Zoning Ordinance, Section 5.0.
3.30.3 Planning Standards
Circulation Standards
1. Access to the planning area will be provided from Nicolas Road. Potential access points, as
depicted, are conceptual. The exact location and number of access points for this planning
area shall be subject to review and approval by the City at the tentative tract map stage.
Access points shall be designed and located to provide adequate and safe access through
adjacent planning areas from a traffic and fire safety standpoint.
2. The access into Planning Area 33A shall be located directly across from "B" Street as
illustrated in Figure 3~28.
3. .'\ psFk aRd Fille faaility is plaRRell '.vitRiR PlanRiRg/'.rea 11 as i111l!llratell iR FigllFElS 3 9 3 28
anll 1 99. TRis faaility ,-viii iRslllde 59 designatell paFk aRg Fille spaaes. These paFkiRg
spaaes sRall Rat Be aallRtell iR IRe telal rellllirellpaFkiRg fer IRe semmer-Gial site. TRis facility
sRall be Isaalell iR slase prallimily Ie"N Street Ie eRsllre asaessiBility. TRe lIesigR sf IRe
faaility shall Be appr9'Jell By Ills Riverside Transit Agsnsy (RT A~ pFisr Ie the appFe'lsl Elf a
Oe-velspmsnt Plan in Ihe neigRBaFRasll aommersial site. TRis fasility sRall BS sSRstrusleEl
prior Ie Ille issllanGe sf any BllilElingpsFFIlils in Planning Jl,reas 19, 12, 11 21,31, 33Aor338.
AppFepFiate IigRting sRall Be iRaslflsFaleEl iRIe IRe faaility Ie SRSIlFe !lately aREl pFeFRste
Ilsage_ All bus shelters shall be designed so they are consistent with the design theme of the
project.
1. If Illis plaRRiRg aFEla is Rat saRstrllsleEl By Ille iSSllaRGe Elf BllilEliRg pSFmits iR PlanRiRg AFesS
19, 12, 11 29, 31, 33A, ar 338, the Ocvslsper sRallpF9'JiEle 59 tempsFary paFk anEl riEle
spaaes iR PlaRRing Nea 11 asseplable Ie IRe RTA aRllthe City IlRtil sllaR time the peFFllaRent
l'laFk aREl r111s fasility is asnslrllsleEl. TRs Dsvslsl'lsr is rellllireEl ts prsville 59 ElesigRateEl
PaFk III RiEle sl'lases iR PlanRiRg ma 11. IRitially, a tempsrary faailily, iRslllEliRgligRliRg, is
reqllireElIe Be pr-e-viElellprisr Ie the issllanae sf any BllilEliRg peFFllits fer PlaRniRg Areas 10,
12, 11 thrsllgR 31, 33A, ar 338. A psr:maAeRt fasilily is F!!qlliFllElIe Be pFeviEleEl pFisr Is
issllanse af any asslll'laRsy peFFllils willliR PlanRing AFea 11. TRe ElesigRs at belll fasililies aF!!
sllbjest Ie sl'lpFeval By RT!\. TAe lIe'/elaper shall sasFElinale willllhe City Ie keepllle faGilily
Ol'leR wRile PlaRning Jl:ea 11 is IlREler sORslrIlstioR.
Landscape and Recreation Standards
3. 5. A Card Key Gated Secondary Entry, as illustrated in Figures 3-28, 4-2 and 4-22C, shall be
provided off of Nicolas Road into Planning Area 33A.
4.-e. An Auto and Pedestrian Gated Entry, as illustrated in Figure 4-20C, shall be provided behind
the Card Key Gated Secondary EntJy.
Ronpaugh Ranch Specific Plan, Amendment NO.2
3-95
PLANNING AREAS AND DEVELOPMENT STANDARDS
5. +. A Parkway Street Treatment, as illustrated in Figures 2-3 and 4-27, shall be provided
adjacent to Planning Areas 33A anEl 338.
68. A Primary Project Monumentation, as illustrated in Figures 3-28, 4-2 and 4-17, will be
provided at the intersection of Butterfield Stage Road and Nicolas Road.
Walls and Fences Standards
7.-9,. A Project Wall, as illustrated in the Walls and Fences Master Plan (Figures 2-14 and 2-15),
shall be located along the perimeters of the planning area. An optional View Fence may be
substituted for the Project Wall depending upDn the results of a noise study.
Miscellaneous Standards
8. ~ No transfer of dwelling units shall be allowed in Planning Area 33A. ReEliElential Elwelling units
ai'll n91 peFIRitteEl in Planning .'\r.ea 338.
9. 44,. Please refer to Section 2.1 through Section 2.10 for the following Development Plans and
Standards that apply site-wide.
2.1 CDmprehensive land Use Plan
2.2 Circulation Master Plan
2.3 Drainage Master Plan
2.4 Water Master Plan
2.5 Sewer Master Plan
2.6 Grading Master Plan
2.7 Phasing Plan-Public and Private
Facilities
2.8 Open Space Recreation and
Trails Master Plan
2.9 Landscape Master Ph,ln
2.10 Walls and Fences Master Plan
10. ~ Please see SectiDn 4.0 (Design Guidelines) for criteria related to the development of
Planning Area 33A aREI 338.
11. 4,l Planning Area 33A aAG-8 shall have a minimum one acre IDts along the westem boundary
and minimum .5 acre IDts elsewhere.
Timina and Resoonsibility of Improvements
12.-44. Please see Exhibit A (Timing and Responsibility of Improvements) for phasing of
improvements within Planning Areas 33A anEl 338.
ROriP8U!:Ih Ranch Specific Plan. Amendment No.2
3-96
PLANNING AREAS AND DEVELOPMENT STANDARDS
3.31 PLANNING AREA 338
3.31.1 Descriptive Summary
Planning Area 338, as depicted on Figure 3-28, provides for development of 2.3 acres with a
park and ride facility and trailhead. This area is planned for a 50-space park and ride facility
combined with a trail head for the community trail network. No residential units are allowed in
this area.
3.31.2 Land Use and Development Standards
Please refer to Specific Plan Zoning Ordinance, Section .5.0.
3.31.3 Planning Standards
Circulation Standards
1. Access to the planning area will be provided from Nicolas Road. Potential access
points, as depicted, are conceptual. The exact location and number of access points
for this planning area shall be subject to review and approval by the City.
2. A park and ride facility is planned within Planning Area 338 as illustrated in Figure 3-
28. This facility will include 50 designated park and ride spaces. The design of the
facility shall be approved by the Riverside Transit Agency (RTA) and the City of
Temecula prior to any construction. This facility shall be constructed prior to the
issuance of any residential building permits in Phases 2 or 3. Appropriate lighting
shall be incorporated into the facility to ensure safety and promote usage.
3. . All bus shelters shall be designed so they are consistent with the design theme of the
project.
Landscape and Recreation Standards
4. A Parkway Street Treatment, as illustrated in Figures 2-3 and 4-27, shall be provided
adjacent to Planning Area 338.
Miscellaneous Standards
5. Please refer to Section 2.1 through Section 2.10 for the following Development Plans
and Standards that apply site-wide.
2.1 Comprehensive Land Use Plan
2.2 Circulation Master Pian
2.3 Drainage Master Plan
2.4 Water Master Plan
2.5 Sewer Master Plan
2.6 Grading Master Plan
2.7 Phasing Plan-Public and Private
Facilities
2.8 Open Space Recreation and
Trails Master Plan
2.9 Landscape Master Plan
2.10 Walls and Fences Master Plan
Rortpaugh Ranch Specific Plan, Amendment No.2
3-97
PLANNING AREAS AND DEVELOPMENT STANDARDS
6. Planning Area 338 shall provide, at a minimum, the following improvements
a. A total of a filly (50) parking space Park and Ride facility.
b. Six (6) parking spaces for trailers.
c. security Lighting.
d_ Passive recreational area with benches and tables.
e. Kiosk for interpretive information for the open space area_
f. Drinking fountains.
g. Water for equestrians.
h. Staging area for equestrians.
i. Landscaping.
Roripaugh Ranch Specific Plan. Amendment No.2
3-98
SPECIFIC PLAN ZONING ORDINANCE
5.1 PURPOSE AND INTENT
The zoning for the Specific Plan area is Specific Plan Overlay. This section of the Specific Plan
establishes zoning districts and land use regulations and standards that will control land use 'and
develDpment in the land uses identified for the Specific Plan area. These regulations amend and
supersede the regulations of the Temecula Development Code. Where standards and regulations
are not specified in this Specific Plan, the requirements of the Temecula Development Code shall
provide the regulatory authority, This section also identifies the procedures to be used to review site
plans for development projects proposed within the Specific Plan area. Special standards for
residential development are also included here. The Site Planning and Architectural Design
Guidelines in Section 4.0 are intended to be used in conjunction with the zoning and development
standards stated here.
The following standards will serve as the primary mechanism for implementation of the land uses for
the Roripaugh Ranch Specific Plan. These regulations provide an appropriate amount of flexibility to
anticipate future needs and to achieve compatibility between land uses. Principal land uses for the
Specific Plan shall be as follows:
1. Residential Land Uses:
o Low Density (L) Single-Family Detached: (PA 10,19,20,21, and 33A aAe33B)
o Low Medium (LM) Density Single-Family Detached: (PA 1A-4B, 16 -18)
o Medium (M1) Density Single-Family Detached: (PA 23 and 24)
o Medium (M2) Density Single-Family Detached and Attached clustered: (PA 12, 14, 15,22
and 31)
2. Commercial:
o NeighborhoodCommerdal:(PA 11)
3. Parks and Open Space:
o Private Recreation Centers (PA 5, 30)
o Private Mini-Park (PA 1B)
o Parks (PA 6, 27)
o Open Space
" Habitat (OS1): (PA 8, 9A, 9B, and 13)
" Flood Control (OS2): (PA 7B, 7C, 25, 26, and portions of 14 and 27)
. Park and Riderrrailhead (053). (PA 338)
Landscape Slope (OS3): (PA 7 A and portion of 6)
4. Elementary and Middle School: (PA: 28 and 29)
5. Fire Station: (PA 32)
ROriP8Ugh Ranch Specific Plan. Amendment No.2
5-1
SPECIFIC PLAN ZONING ORDINANCE
5.3.1 DESCRIPTION OF RESIDENTIAL DISTRICTS
LOW DENSITY RESIDENTIAL (LI- PLANNING AREAS NOS. 10,19,20,21, AND 33AANO 338
The Low Density Residential (L) zoning district is intended to provide for the development of single-
family detached hDmes on large lots with a unique character of development Typical lot sizes in the L
zoning district will be a minimum of 20,000 square feet with 1 acre minimum lots alDng the exteriDr
perimeter of Planning Areas 19, 20, 21, and 33A. Private equestrian use will only be allowed on lots
one acre or larger adjacent to the multi-use trail in Planning Areas 19, 20, 21. Plal1Rillg }'.r-ea 33B
sRall RElt ge eevelElllee as a llaR Elf ReFillaugR RaRElR. TAis Illanning ama sRall e'lenttlally be
sElmbiRel:l with tRe aejasellt msieeAlial ames tEl tAe RElFlh.
LOW MEDIUM DENSITY (LMI- PLANNING AREAS NOS. 1A, 2, 3, 4A, 48, 16, 17 and 18
The Low Medium (LM) zoning district is intended to provide for the development of single-family
homes on lots of 5,000 square feetto 6,000 square feet Planning Areas 1,2,3, 4A, 48, and 16 shall
have a minimum lot size of 5,000 sq. ft. Planning Areas 17 and 18 shall have a minimum lot size of
6,000 sq. ft.
MEDIUM DENSITY - STANDARD (M1I- PLANNING AREAS NOS. 23 AND 24
The Medium (M) zoning district is intended to provide for the development of single-family homes on
lots 4,000 minimum square feet.
MEDIUM DENSITY - CLUSTERED (M2) - PLANNING AREAS NOS. 12, 14, 15, 22 AND 31
The Medium (M) zoning district is intended to provide for the development of clustered single-family
development on minimum IDt sizes of 3,000 sq. ft.
Rorioaugh Ranch Specific Plan. Amendment No.2
5-4
SECTION VIII
SPECIFIC PLAN ZONING ORDINANCE
Table 5.2
Development Standards - Residential Districts
Residential Development L L-E LM LM M1 M2
Standards 20,000 10,000 5,000 6,000 4,000
(Minimum Lot Size in Feet)
Planning Area 19,20,. 10 1A, 2, 3, 17 and 18 23 and 24 12,14,15,
21,33A 4A,4B 22 and 31
ami 33B and 16
Minimum gross lot area (square 20,000 10,000 5,000 6,000 4,000 3,000
feet) 1 acre*
-' Lots in PA 19, 20 and 21 that
abut eastern and southern
property boundary shall be a
minimum of 1 acre. Thirty (30)
foot fuel modification zone shall
not be included in lot area. Lots
along the western perimeter of P A
33A & 338 shall be a minimum of
1 acre.
Dwelling units per net acre 1.2 dulac 1.7 dulae 0.2 dulac 4.0 dulae 6.1 dulae 10.1 dulae
Minimum lot frontage at front 30ft. 20ft. 20ft. 20ft. 20ft. NA
nronertv line
Minimum lot frontage for a flag 25ft. 20ft. 20ft. 20ft. 20ft. NA
lot at front property line
Minimum width at required front 50ft. 40ft. 40ft. 40ft. 40ft. NA
yard setback area
Minimum lot width 60ft." 50ft. 40ft. 40ft. 40ft. 40ft.
. The lot width for both 20,000
sq. ft. lots and 1 acre lots shall
be substantially the same.
Minimum lot depth 90ft. 80ft. 80ft. 80ft. 80ft. NA
Minimum front yard setback 25ft. 20ft. 10ft 10ft. 10ft. 10ft.
- Front entry 18 ft. 18ft. 18 ft. 18 ft. 18ft. 18ft.
- Side entry garages 10ft. 10ft. 10ft. 10ft. 10ft. 10ft.
- Lots abutting Murrieta Hot
Springs between pourroy Rd.
and the MWD easement may
be reduced by three (3) feet.
Migjm\km corner side yard 15ft. 15ft. 15ft. 15ft. 15ft. 15ft.
se ae
Note: Setbacks for structures located adjacent to the Fuel Modification
Zones shall be determined at the Tentative Map stage, based on the
criteria provided by the City Fire and Planning Departments.
Roripauqh Ranch Specific Plan, Amendment No.2
5-7
SECTION VIII
SPECIFIC PLAN ZONING ORDINANCE
Residential Development .
Standards L L.E LM LM M1 M2
(Minimum Lot Size in Feet) 20,000 10,000 5,000 6,000 (Standard)
4,000
Planning Area 19,20, 10 1,2,3,4A, 17 and 18 23 and 24 12, 14, 15,
21,33A 48 and 16 22 and 31
aRa 338
*Minimum interior side yard 10ft. 10ft. 5ft. 5ft. 5ft. 3 ft.
setback
Minimum rear yard setback 20ft. 20ft. 20ft. 20ft. 15ft. 15 ft. front
- Setbacks for lots abutting - - 25ft. - - loaded
Planning Area 7 A along the garage
southern property line shall have
a 25' minimum rear yard
setback.
- Lots abutting Multi-use trail In -
PA 19, 20 and 21. 50ft. . - -
- Setbacks for lots abutting 5 ft. rear
Murrieta Hot Springs between 50ft. loaded
Pourroy Rd. and the MWD garage
easement may be reduced by
staff by three (3) feet.
~inimum rear Yard Setbacks -
arages
- Deep Recessed 5ft. 5ft. 5ft. 5ft. 5ft. 5ft.
- Rear Access 3ft. 3ft. 3ft. 3ft. 3ft. 3ft.
Maximum height 2 stories, 2 stories, 2 stories, 2~ 2~ 2\.6
35 feet 35 feet 35 feet stories, 35 stories, 35 stories, 35
feet feet feet
Maximum percentage of lot 50% 50% 60% 60% 60% 60%
coverage
Minimum Garage Size (interior 20' x 20' 20' x 20' 20' x 20' 20' x 20' 20' x 20' 20' x 20'
space)
* Fireplaces may project not more than two (2) feet into the side yard setback provided the width of the fireplace does not exceed eight (8)
feet in width.
Note: Setbacks for structures located adjacent to the Fuel Modification
Zones shall be determined at the Tentative Map stage, based on the
criteria provided by the City Fire and Planning Departments.
RoripauQh Ranch Specific Plan, Amendment No.2
5-8
SECTION VIII
SPECIFIC PLAN ZONING ORDINANCE
5.5 PARKS AND OPEN SPACE (Planning Areas Nos. 18, 5, 6, 7 A, 7C, 8, 9A, 98, 13,27,25,26 and 30)
5.5.1 DESCRIPTION OF PARKS AND OPEN SPACE
Parks (P) and Open Space (OS) zoning district is intended to promote a wide range of public and
private recreational uses in the community. These uses include community facilities, golf courses,
health clubs, public parks and recreation areas, sports parks, or other outdoor athletic facilities and
similar outdoor commercial recreational uses.
5.5.2 USE REGULATIONS
The list of land uses in the following table shall be permitted in one or more of the park and open space
zoning district as indicated in the coiumns corresponding to each zoning district. Where indicated with a
letter "P", the use shall be a permitted use. Where indicated with a "-", the use is prohibited within the
zone. Where indicated with a letter "C", the use shall be conditionally permitted subject to approval of a
conditional use permit.
Table 5-5
Schedule of Permitted Uses - Parks and Recreational Uses
Schedule of Uses P P OS, OS. OS3
(Private) (Public)
Planning Area 1B,5 6 and 27 8,9A, 7C,25 Portions
and 30 9B,and and 26 of 6 afllI
13, 7A and
338
Agricultural Uses - - - - 0
Athletic Field P P 0 0 -
Bicycle paths P P 0 P P
Campground - - - - 0
Caretakers quarters - - 0 - 0
Cemeteries, mausoleums and related uses 0 - - - 0
Game courts, badminton, tennis, racquetball P P - 0 -
Golf driving range not part of a golf course - 0 0 0 -
Golf course and clubhouse P P - 0 -
Government and public utility facilities C C 0 P P
Gymnasium P P 0 0 0
Microwave antenna/tower 1 - - 0 - -
Nature centers/exhibits 0 - - 0 0
Nurseries 0 - - - -
P P - 0 -
Group Picnic Facilities
RoripauQh Ranch Specific Plan, Amendment NO.2
5-18
Private parks and recreation facilities P P I - P P
,
;
Parking areas P P I - - -
I
I
Park and Ride' I
I
Public parks and recreational facilities P P I - P P
Recreational vehicle park - - - - -
Riding stable, public or private - - - - -
Shooting galleries, ranges, archery courses - - - - -
Single-family dwellings - - - - -
Tree Farms
- - - - -
1. See Zoning Appendix of Development Code 17.40 for antenna informati pn.
2, Permitted in Planning Area 338 only,
I
SPECIFIC !pLAN ZONING ORDINANCE
I
I
SECTION VIII
Rorlpauqh Ranch Specific Pla.n, Amendment No.2
5-19
SECTION VIII
SPECIFIC PLAN ZONING ORDINANCE
5.5.3 DEVELOPMENT STANDARDS
In the Parks and Open Space districts development standards are as follows:
Table 5-6
Development Standards - Parks and Open Space Standards
Development Standards P OS
Planning Area 18,5,6,27 and 7 A, 7C, 8, 9A,
31. 96, 13,25 aRd
26 and 336
Minimum lot size 10,000 sq. ft. -
Maximum lot coverage 25% -
Maximum height 35 feet 1 -
Floor area ratio .1 -
Setback for parki~g areas and structures 25 feet -
Minimum open space/landscaping 75% 100%2
1. Excludes light poles and communication facilities.
2. Design of Planning Area 338 subject to approval of Planning Director and Community Services Director.
Roripauqh Ranch Specific Plan, Amendment No.2
5-20
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EXHIBIT B
DRAFT CONDITIONS OF APPROVAL
c: IWI N DOWSlapsdoclnettempl85321$ASO pdf7957 42. doc
EXHIBIT B
CITY OF TEMECULA
CONDITIONS OF APPROVAL
Planning Application No.: PA05-0341, Specific Plan Amendment No.2
Project Description:
An Amendment to the Roripaugh Ranch Specific
Plan to change the land use designation for
Planning Area 33B from Low Density Residential
(L) to Open Space (OS) to accommodate park and
ride and trail head uses, and to relocate the park
and ride facility from Planning Area 11 to Planning
Area 33B.
DIF:
TUMF:
MSHCP:
Per DevlDpment Agreement
Per Development Agreement
Per Development Agreement
Approval Date:
Expiration Date:
February 14, 2006
February 14, 2008
PLANNING DIVISION
Within Forty-Eight (48) Hours of the Approval of this Project
1. The applicant/developer shall deliver to the Planning Department a cashier's
check or money order made payable to the County Clerk in the amount of Sixty-
four Dollars ($64.00) for the County administrative fee, to enable the City to file
the Notice of Determination as provided under Public Resources Code Section
21108(b) and California Code of Regulations Section 15062. If within said forty-
eight (48) hour period the applicant/developer has not delivered to the Planning
Department the check as required above, the approval for the project granted
shall be void by reason of failure of condition (Fish and Game Code Section
711 A(c)).
General Requirements
2. The applicant and owner of the real property subject to this condition shall hereby
agree to indemnify, protect, hold harmless, and defend the City with Legal
Counsel of the City's own selection from any and all claims, actions, awards,
judgments, or proceedings against the City to attack, set aside, annul, or seek
monetary damages resulting, directly or indirectly, from any action in furtherance
of and the approval of the City, or any agency or instrumentality thereof, advisory
c: IWI N DOWSlapsdoclnettempl85321$ASO pdf7957 42. doc
agency, appeal board or legislative body including actions approved by the
voters of the City, concerning the Planning Application. The City shall be deemed
for purposes of this condition, to include any agency or instrumentality thereof, or
any of its elected or appointed officials, officers, employees, consultants,
contractors, legal counsel, and agents. City shall promptly notify both the
applicant and landowner of any claim, action, or proceeding to which this
condition is applicable and shall further cooperate fully in the defense of the
action. The City reserves the right to take any and all action the City deems to
be in the best interest of the City and its citizens in regards to such defense.
3. Approval of this Specific Plan Amendment No.2 is contingent upon and shall not
become effective nor shall it vest until approved by the City Council and a Notice
of Determination under the provisions of the California Environmental Quality Act
(CEQA) are approved by the City Council.
4. Applicant shall submit electronic version of all revisions to Specific Plan.
5. Developer shall submit a Development Plan for the Park and Ride/Trail Head
facilities in Planning Area 338 to the Planning Department, subject to review and
approval by the Planning Commission. (Added by Planning Commission)
Applicant's Signature
Date
Applicant's Printed Name
c: IWI N DOWSlapsdoclnettempl85321$ASO pdf7957 42. doc
ITEM NO. 17
ORDINANCE NO. 06-03
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF TEMECULA APPROVING AN AMENDMENT TO
SECTION 4.1.6 OF THE RORIPAUGH RANCH
DEVELOPMENT AGREEMENT PERTAINING TO
IMPROVEMENTS AND BUILDING PERMIT ISSUANCE
THRESHOLDS RELATIVE TO THE CONSTRUCTION OF
THE FIRE STATION IN TRACT 29353, LOCATED IN THE
RORIPAUGH RANCH SPECIFIC PLAN AREA, NEAR THE
FUTURE INTERSECTIONS OF NICHOLAS ROAD AND
BUTTERFIELD STAGE ROAD, AND MURRIETA HOT
SPRINGS ROAD AND BUTTERFIELD STAGE ROAD
(PLANNING APPLICATION PA05-0404)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN
AS FOLLOWS:
Section 1. The City Council of the City of Temecula does hereby find,
determine and declare that:
A. Ashby USA LLC, filed Planning Application No. PA05-0404, Development
Agreement Amendment for the property consisting of approximately 805 acres generally
located near the future intersections of Nicholas Road and Butterfield Stage Road, and
Murrieta Hot Springs Road and Butterfield Stage Road, generally known as the
Roripaugh Ranch Specific Plan No. 11 ("Project");
B. The application for the Project was processed and an environmental
review was conducted as required by law, including the California Environmental Quality
Act;
C. The Planning Commission of the City of Temecula held a duly noticed
public hearing on February 1, 2006 to consider the application for the Project and
environmental review, at which time the City staff and interested persons had an
opportunity to, and did testify either in support or opposition to this matter;
D. Following consideration of the entire record of information received at the
public hearings and due consideration of the proposed Project, the Planning
Commission adopted Resolution No. 06-15 recommending the City Council approve a
Development Agreement Amendment;
E. On February 14, 2006, the City Council of the City of Temecula held a
duly noticed public hearing, and a second reading on February 28, 2006 on the Project
at which time all persons interested in the Project had the opportunity and did address
the City Council on these matters;
F. The development agreement amendment, is consistent with the goals and
policies of the approved Roripaugh Ranch Specific Plan and Development Agreement,
R:/Ords 2006/0rds 06-03
and the proposed development agreement amendment would further the City's long-
term economic development goals;
Section 2. Environmental Compliance. On November 26, 2002, the City
Council adopted Resolution No. 02-111 certifying the Environmental Impact Report for
the Roripaugh Ranch Specific Plan and Related Planning Applications, including the
Development Agreement ("EIR"). The City Council finds, determines and declares,
based on the administrative record, that the EIR properly addressed all of the
environmental issues encompassed within the First Amendment to the Development
Agreement and that: (1) there have been no substantial changes in the Project which
require major revisions of the EIR due to the involvement of new significant
environmental effects or a substantial increase in the severity of previously identified
significant effects; (2) no substantial changes have occurred with respect to the
circumstances under which the Project has been undertaken which require major
revisions of the EIR due to the involvement of new significant environmental effects or a
substantial increase in the severity of previously identified significant effects; and (3) no
new information of substantial importance exists, which was not know or could not have
been known with the exercise of reasonable diligence at the time of the certification of
the EIR which shows the Project would have one or more significant effects or a more
severe significant impact not discussed in the EIR or that mitigation measures or
alternatives not found feasible would in fact be feasible or that other mitigation
measures or alternatives would substantially reduce one or more of the significant
effects. Therefore, neither a subsequent nor a supplemental EIR is required under
Sections 15161 and 15162 of the CEQA Guidelines and the Council directs the Director
of Community Development to file a Notice of Determination (Determination of
Consistency) for which an Environmental Impact Report was previously adopted (Sec.
15162 - Subsequent EIRs and Negative Declarations).
Section 3. Approval. The City Council of the City of Temecula hereby
approves that certain agreement entitled "First Amendment to Development Agreement
between the City of Temecula and Ashby USA, LLC (Roripaugh Ranch Specific Plan)"
and authorizes the Mayor to execute the First Amendment in substantially the form
attached as Exhibit A to this Ordinance.
Section 4. Severabilitv. If any sentence, clause or phrase of this ordinance is
for any reason held to be unconstitutional or otherwise invalid, such decision shall not
affect the validity of the remaining provisions of this ordinance. The City Council hereby
declares that the provisions of this Ordinance are severable and if for any reason a
court of competent jurisdiction shall hold any sentence, paragraph, or section of this
Ordinance to be invalid, such decision shall not affect the validity of the remaining parts
of this Ordinance.
Section 5. Certification. The City Clerk shall certify to the adoption of this
Ordinance and shall cause the same to be published as required by law.
R:/Ords 2006/0rds 06-03
2
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this
day of
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the
foregoing Ordinance No. 06-03 was duly introduced and placed upon its first reading at a meeting
of the City Council of the City of Temecula on the 14th day of February, 2006, and that thereafter,
said Ordinance was duly adopted by the City Council of the City of Temecula at a meeting thereof
held on the day of , by the following vote:
AYES:
COUNCIL MEMBERS:
NOES:
COUNCIL MEMBERS:
ABSENT:
COUNCIL MEMBERS:
ABSTAIN:
COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
R:/Ords 2006/0rds 06-03
3
EXHIBIT A
RORIPAUGH RANCH
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
RECORDING REQUESTED
BY AND WHEN RECORDED
MAIL TO:
City of Temecula
43200 Business Park Dr.
Post Office Box 9033
Temecula, CA 92589-9033
Attn: City Clerk
Exempt from recording fees pursuant to Govt. Code Section 27383
(Space above for recorder's use)
F~TAMENDMENTTODEVELOPMENTAGREEMENT
BETWEEN CITY OF TEMECULA AND ASHBY USA, LLC
(RORIPAUGH RANCH SPECIFIC PLANl
This First Amendment to Development Agreement is made and entered into as of
February 14, 2006, by and between the CITY OF TEMECULA, a California municipal
corporation ("City"), ASHBY USA, LLC, a California limited liability company,
DAVIDSON RORIP AUGH RANCH 122, LLC, a California limited liability company,
TANAMERA RORIP AUGH, LLC, a California limited liability company, and
TANAMERA RORIP AUGH II, LLC, a California limited liability company,
(collectively "OWNER") pursuant to the authority of Section 65864 through 65869.5 of
the California Government Code and Article XI, Section 2 of the California Constitution.
Pursuant to said authority and in consideration of the mutual covenants set forth in this
First Amendment, the parties hereto agree as follows:
I. Recitals. This First Amendment is made with respect to the
following purposes and facts which the parties agree to be true and correct:
a. The Development Agreement between the City of Temecula and
. Ashby USA, LLC (also known as the "Preannexation and Development Agreement") was
799862.5 12/21/05
I
approved by Ordinance of the City Council on December 17, 2002 and recorded on
January 9,2003 as Document No. 2003-018567 in the Official Records of the County of
Riverside ("Development Agreement").
b. The real property which is subject to the Development Agreement
and this First Amendment is generally known as the Roripaugh Ranch Project and is
specifically described in Exhibit A to this First Amendment and incorporated herein as
though set forth in full ("Property").
c. On October 21,2004, the City and the Developer entered into that
certain "First Operating Memorandum to the Recorded Development Agreement between
the City of Temecula and Ashby USA (Roripaugh Ranch Project)" pursuant to Section
3.55 ofthe Development Agreement ("First Operating Memorandum"). The First
Operating Memorandum was recorded as Document No, 2004-087441 in the Official
Records Of the County of Riverside on November 3, 2004. The First Operating
Memorandum provides additional funding for the construction of the permanent fire
station described in Section 4.1.6 which fire station is necessary to provide fire protection
for the Project. Accordingly, an amendment to the Development Agreement is required
in order to increase the number of homes that can be built during construction of the
permanent fire station.
d. On September 23, 2003, the CITY and Ashby USA LLC entered
into that certain "Agreement to Defer Completion of Conditions of Approval Until After
Recordation of Final Map for Tract No. 29353-2 (Roripaugh Ranch Specific Plan)"
("Deferral Agreemenf'). The Deferral Agreement was recorded as Document No. 2003-
744646 in the Official Records ofthe County of Riverside on September 24,2003. Said
Deferral Agreement provides for the deferral of certain obligations with respect to the
development ofthe Property.
e. Portions of the Property have been sold to merchant builders who
have taken their properties subject to the rights and obligations ofthe Development
Agreement. The merchant builders are: DAVIDSON RORIP AUGH RANCH 122, LLC,
a California limited liability company; T ANAMERA RORIP AUGH, LLC, a California
limited liability company, and TANAMERAJRORIP AUGH II, LLC, a California limited
liability company ("Merchant Builders"). The Merchant Builders have by separate
agreement, to which the CITY is not a party, designated Ashby USA LLC as the
OWNERS' agent to complete the public improvements required by the Development
Agreement and the Conditions of Approval of the Land Use Entitlements for the Project.
OWNERS warrant and represent to the City that all persons have an ownership interest or
other interest in the Property have executed it as a party or have signed the Consent and
Subordinantion attached hereto and, further, no other persons are required to approve this
First Amendment.
f, Section 4.1.6 of the Development Agreement provides that only
107 building permits for residential units may be issued for Planning Areas lA, 2, and 3
until the permanent fire station which will serve the Project ("Fire Station") is
constructed but that the Fire Chief of the City ofTemecula may, in his sole discretion,
799862.5 12/21/05
2
issue up to 250 total residential units on Planning Areas lA, 2, 3; 4A and 4B so long as
the permanent fire station and the Secondary Access as defined in Attachment 5, are
substantially under construction.
g. The additional funding for the permanent fire station provided in
the First Operating Memorandum, has enabled the City to accelerate the construction of
the permanent fire station. The Temecula Fire Chief has now determined that the Fire
Department can adequately serve up to 515 units within the Project during the
construction of the permanent Fire Station provided that certain conditions imposed by
the Development Agreement and Conditions of Approval for the Project are fulfilled.
The Fire Chief has further determined that no more than 515 units with the Project be
served until such time as the "Secondary Access," as described in Attachment 5 to the
Development Agreement and permanent access to the Fire Station on Murrieta Hot
Springs Road and Butterfield Stage Road have been completed.
h. It is the intent of the parties in entering into this First Amendment
to the Development Agreement that the limitations on the schedule for issuance of
building permits necessitated by the availability of fire protection be modified given the
current construction of the permanent fire station and fire station access, but that other
limitations on the issuance of building permits necessitated by other impacts remain in
place as provided in the Development Agreement and the Conditions of Approval.
i. The Planning Commission of the City of Temecula held a duly
noticed public hearing on February 1, 2006 and by Resolution No. 06-_
recommended to the City Council that this First Amendment be approved.
j. On February 14, 2006, the City Council of the City of Temecula
held a duly noticed public hearing on the proposed Negative Declaration and the
proposed First Amendment. Ordinance No. 06-_ introduced on February 14,2006 and
adopted on February 28, 2006 approved this First Amendment.
2. Section 4.1.6, Fire Service Improvements, of the DevelopmentAgreement
is hereby amended to read as follows:
"4.1.6 Fire Service Improvements. The following shall satisfy
OWNER's obligations regarding this component.
"a. Convevance of Land. On or before the thirtieth (30th)
calendar day after the Annexation Date of this Agreement, OWNER
accomplish the following:
"I. Fee simple title shall be conveyed to CITY, free and
clear of all liens and matters of record;
"2. OWNER shall provide CITY a CL T A insurance
policy insuring CITY's title to the Station Site in an amount equal to the
fair market value of the Station Site.
799862_5 12/21/05
3
"3. The parcel shall have not less than one and one-half
(1.5) acre of flat land usable for development as a CITY fire station. In
no event shall the site be in excess of three (3) gross acres.
"4. CITY acknowledges that as of the date of the First
Amendment to the Development Agreement, the OWNER has conveyed
the fire station property to the CITY as required by subsections a.1 to a.3.
"b. GradiIig. Prior to the issuance of the first (I st) building
permit, OWNER shall rough grade the parcel. CITY acknowledges that as
of the date ofthe First Amendment to the Development Agreement,
OWNER has graded the Fire'Station site.
"c. Construction. Pursuant to Section 4.1.3_1 OWNER shall
tender the sum of Two Million Dollars ($2,000,000.00) and CITY shall
accept the money from OWNER for the purpose of CITY's design and
construction of a fire station and acquisition oftitle to a fire truck of
CITY's sole selection. CITY acknowledges that as ofthe date ofthe First
Amendment to the Development Agreement, OWNER has transferred the
$2 million to the CITY pursuant to this subsection.
"d. Issuance of 515 Building Permits.
"1. As of the date ofthe First Amendment to the
Development Agreement: (I) OWNER has paid to the City the sum of $2
million pursuant to Section 4.1.5 c. ofthis Agreement; (2) OWNER has
paid the additional sum of $1.1 million to the City for the construction of
the permanent fire station pursuant to Section I of the First Operating
Memorandum; (3) CITY has approved plans and specifications for the
permanent fire station ("Fire Station~'); (4) City has let a contract for
construction of the permanent Fire Station; and (5) the permanent Fire
Station is under construction.
"2, With respect to limitations on the issuance of
building permits necessitated by the availability of fire protection, up to a
maximum of five hundred fifteen (515) residential building permits for
Planning Areas lA, 2, 3, 4A and 4B shall be issued upon a fmding by the
City Manager that: (I) the permanent fire station is substantially under
construction; (2) permanent access to the Fire Station via Butterfield Stage
Road and Murrieta Hot Springs Road is substantially under construction
so as to be completed concurrent with the opening of the Fire Station; (3)
Access to the Fire Station via Calle Chapos between the Fire Station's
eastern most driveway and Walcott Lane will be completed concurrent
with the opening of the Fire Station; and (4) all other requirements of the
Development Agreement and Conditions of Approval of the Land Use
Entitlements of the Project for the issuance of the building permits have
799862.5 12/21/05
4
been fulfilled. Ifthe conditions described in clauses (1) and (4) of this
subsection have been fulfilled, but the conditions described in clauses (2)
and (3) of this subsection has not been fulfilled, then the City Manager
shall not issue more than one hundred seven (107) building permits until
such time as all conditions described in this subsection have been fulfilled.
"3. With respect to limitations on the issuance of
building permits necessitated by the availability of fire protection, no more
than five hundred fifteen building permits for the Project shall be issued
until such time as: (1) the Secondary Access, as defined in Attachment 5
to the Development Agreement is completed; (2) permanent access on
Murrieta Hot Springs Road and Butterfield Stage Road to the Fire Station
are complete; and (3) all other requirements of the Development
Agreement and Conditions of Approval of the Land Use Entitlements of
the Project for the issuance of the building permits have been fulfilled.
"e. Fire Station Construction Street Imorovements. OWNER
shall, subject to final review and Acceptance by CITY, construct the street
improvements adjacent to the Fire Station in conformance with the
conditions set forth in Attachment 5 to this Agreement and subject to the
CITY's approved street improvement plans for the public street(s) which
are immediately adjacent to the Fire Station. OWNER shall commence
and complete the street improvements, including but not limited to, asphalt
concrete travel lanes, concrete curb and gutter, sidewalk per Specific Plan
and right-of-way landscaping as required by CITY. The improvements
described in this Section shall be completed not less than thirty (30)
calendar days prior to the date the CITY will place the Fire Station in full
operation. Owner hereby grants a license to the City over or through its
property adjacent to the Fire Station for the purposes of allowing access to
the Fire Station for construction and operation ofthe Fire Station which
license shall terminate upon the acceptance of the streets adjacent to the
Fire Station into the City-maintained street system. City and Owner may
fulfill the access requirement by entering into a separate license agreement
with specific details of the rights and obligations of the parties.
"f. DIP. Comoonent Release. Upon the funding of the public
finance district or other financing mechanism and CITY's ability to utilize
such monies for construction of a permanent fire station as described in
Section 4.1.6, and the Acceptance oftitle to the site, then OWNER's
further obligations to pay the Fire Component of the DIP will be credited
by CITY, and CITY shall not impose restrictions on building permit
issuance based upon nonpayment of the Fire Component of the DIP.
"g. Limitation on Particioation. The OWNER agrees to not
participate in the design or construction of the Fire Station, even ifit is
funded by a public fmancing district. However, to ensure architectural
compatibility with future development, CITY agrees to allow OWNER's
799862.5 12/21/05
5
architect to coordinate with the architect hired by CITY for the sole
purpose of providing input into the architectural themes of the exterior to
the fire station."
3. Except as specifically set forth herein, all other terms and conditions of the
Development Agreementshall remain in full force and effect.
4. This First Amendment contains the entire understanding between the
parties relating to the subject matter hereof, all prior or contemporaneous agreements,
understandings, representations and statements, oral or written, concerning the subj ect
matter hereof, except for the First Operating Memorandum, the Deferral Agreement, and
First Amendment to the Deferral Agreement are merged into this Agreement and shall be
of no further force or effect.
5. This First Amendment shall not be effective and shall not be recorded
until such time as each owner of the Property has duly executed this First Amendment to
Development Agreement and all persons with an interest in the Property, or holding a
deed of trust in the Property or a portion of the Property, have duly executed the Consent
and Subordination attached hereto.
799862.5 12121/05c
6
IN WITNESS WHEREOF, the parties hereto have executed this
Covenant as of the day and year first above written.
CITY OF TEMECULA,
a municipal corporation
Ron Roberts
Mayor
Attest:
Susan W. Jones, CMC
City Clerk
Approved As to Form:
Peter M. Thorson
City Attorney
799862.5 12/21/05
7
ASHBY USA, LLC, a California limited
liability company
By: Ashby Development Co., Inc., its
Managing Partner
By:
Justin K. Ashby
President
By: USA Investment Partners, LLC, a
Nevada limited liability company, its
member
By: USA Commercial Mortgage
Company, a Nevada corporation, its
non-Member Manager.
By:
Joseph D. Milanowski
President
799862.5 12/21/05
8
DA VInSON RORIP AUGH RANCH 122, LLC
Name:
Title:
Name:
Title:
799862.5 ]2/21/05
9
TANAMERA RORIPAUGH, LLC, a California limited
liability company
Name:
Title:
Name:
Title:
799862.5 12/21/05
10
TANAMERA RORIPAUGH II, LLC, a California
limited liability company
Name:
Title:
Name:
Title:
799862.5 12/21/05
II
LENDER'S CONSENT AND SUBORDINATION TO DEVELOPMENT
AGREEMENT AND FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
1.
_ ("Lender") holds a secwity interest in a portion of the Property described
in the First Amendment to Development Agreement set forth above
between Ashby USA, LLC, aCalifomia limited liability company ("Owner"),
and the CITY OF TEMECULA, a municipal cOIporation ("City").
2. Lender acknowledges that the Development Agreement and
the Fir8t Amendment to the Development Agreement are integral parts of
the Owner's land use entitlements for the Property and provide significant
benefits to the Owner and to the Property as well as vesting Owner's land
use entitlements pursuant to the terms of the Development Agreement and
the First Amendment to the Development Agreement.
3. In consideration of the right8 and benefits conferred upon the
Owner by the terms of the Development Agreement and the First
Amendment to the Development Agreement and the and in recognition of
the accrual of those benefits to the Lender in the event Lender takes
possession of the Property, Lender hereby consents to the Development
Agreement and the First Amendment to the Development Agreement and
their recordation and further agrees that Lender's interests in the Property
are subject to, and made subordinate to, the rights and interests of the City
as set forth in the Development Agreement and the First Amendment to the
Development Agreement.
4. The City agrees to provide notice of any default to Lender
pursuant to Section 10 of the Development Agreement at the following
address:
799862.5 12/21/05
12
IN WITNESS WHEREOF the Lender has executed this Consent
and Subordination as of February _,2006.
Lender:
Name:
Title:
Name:
Title:
799862.5 12/21/05
13
799862.5 12/21/05
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
14
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RORIPAUGH RANCH PROJECT 1
Metes and Bounds description of the North one-half of the North
one-half of Section 20 of TIS, R2W, S.B.M.
BeBinning at the Northeast comer of said Section 20, thence along the easterly line of
said Section 20 South 00 34' 31" W 1319.80 feetto theNortb Sixteenth comer thereof;
Thence along the Southerly line of the North one-half of the North one-half of said
Section 20 North 88036'41" West, a distance of 5229.85 feet to the North Sixteenth
corner thereof; Thence along the West line of said Section 20 North 00"26'13" West,.8
distance of 1319.23 feet to the Northwest corner thereof; Thence along the Northerly line
of said Section 20 South 88037'05" East, a distance of 5233.02 feet to the Point of
Beginning, containing an area of 158.45 acres, more or less.
This description is for exhibit purposes only. The true legal description is: The North
one-half of the North one-half of Section 20, Township 7 South, Range 2 West, San
Bernardino Base and Meridian, County of Riverside, State of C3lifomia, according to the
Official Plat thereof.
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I kmsby carmy, um:!~r the pona.lty_ of perJ~;y Ib~i
. the .b"~e. and foregoing Is a tm. and eorreel cop'
01 an Of/glOaI on deposit within the records of the
Clly 01 Temeeula. In wltno,s whereof, I have
horeunto sot my h and and afjxa~~::aI2of lhe
CilV of Temeeula Ihis2:IJay of OD1-
Mic .ela A. Ballralch, Deputy City Clerk ~
by:
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.
RORIPAUGH RANCH PROJECT a.
M~tes and Bounds description of Section 21 of TIS, R2W, S.B.M.
Beginning at the Northeast corner of said Section 21, thence along the easterly line of
said Section 21 South 0059' IS" West 2664.97 feet to the East quarter section corner;
thence continuing along said easterly line South 0021' 34" West 2636.07 feet to the
Southeast corner of said Section 21; thence along the Southerly line of said section North
89039' 13" West 5282.88 feet to the Southwest corner of said section; thence.along the
westerly line of said section North 00 33' 47" East 3809.86 feet to the North sixteenth
corner of said section; thence continuing along said westerly line North 0034' 31" East
1319.80 feet to the Northwest section corner; thence along the northerly line of said
section North 880 29' 37" East 5296.39.feet to the ;Point of Beginning, containing an area
of 632.2 acres, more or less. .
This description is for exhibit pwposes only. The true legal description is: Section 21,
Township 7 South, Range 2 West, San Bernardino Base and Meridian, County of
Riverside, State of California, according to the Official Plat thereof.
((
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I I
RORIPAUGH RANCH PROJECT 3
Metes and Bounds description of a portion of
Section 20 of TIS, R2W, S,B.M.
Commencing at the Nortb sixteenth comer of Section 20, Township 7 South, Range 2
West, San Bernardino Base and Meridian, being the Northeast comer of that certain "
pucci designated as "Not a Part" as shown by Parcel Map on file in Book I, of Parcel
Maps, pages 44 through 46, thereof, Records of the County of Riverside, California;
thence along the easterly line of said Section 20 South ()O 33'47" W, a distance of 974.13
feet to the Tl1Ie Point of Beginning; Thence North 89"25'S8" West, a distance of 929.8 I
feet rnOfCor less to the Easterly line of the land conveyed to the Metropolitan Water
District of Southern CaIlfornia by deed recorded AprIl 24, 1968 a.~ InslnlrnentNo. 37n4.
Official Records of sald County; Thence along said Easterly line North 12032'09" East,
a distance of 762.69 feet; Thence on a line parallel with the South line of said parcel
designated as "Not a Part" South 89"25'58" East, a distance of 171.65 feet to the True
Point of Beginning, containing an area of 14.57 acres, more or less.
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This description is for exhibit purposes only.
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1 hereby certify, Unclef tIJ I
Ihe above and fore I ? pena,fy of p0rjm!l II.,,'
f . go ng IS a I / '''~
01 an original on doposl! wl!hl r~~ and correal .0PY
C ty of TomocUla In wI! n 0 rocordo at I/)a
hereunto sel my hand a ,::s, Wh'r6t>I, I hay.
" City of Temacula Ihis ..,'It,allxeUt:O.1201 Iho "
MIC ala A B ~"'ay 01 O~
. aI/reich, Depuly C"ty Clerk -
by: '
ITEM NO. 18
MINUTES OF A REGULAR MEETING
OF
THE TEMECULA COMMUNITY SERVICES DISTRICT
FEBRUARY 14, 2006
A regular meeting of the City of Temecula Community Services District was called to order at
7:38 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California.
ROLL CALL
PRESENT:
and
5
DIRECTORS:
Edwards, Naggar, Roberts, Washington
Comerchero
ABSENT:
o
DIRECTORS:
None
Also present were City Attorney Thorson and City Clerk Jones.
PUBLIC COMMENTS
No input.
CSD CONSENT CALENDAR
19 Minutes
RECOMMENDATION:
19.1 Approve the minutes of January 24, 2006.
MOTION: Director Washington moved to approve Consent Calendar Item No. 19. The motion
was seconded by Director Edwards and electronic vote reflected unanimous approval.
CSD BUSINESS
20 Naminq of Redhawk Park Sites A. B. E. and F
RECOMMENDATION:
20.1 Approve names for the Redhawk Park Sites located in the Redhawk development
as follows: Park Site A - Sunset Park; Park Site B - Paseo Gallante Park; Park Site
E - Temecula Creek Trail Park; and Park Site F - Redhawk Community Park as
recommended by the Community Services Commission.
Community Services Director Parker reviewed the staff report (as per agenda material),
apprising the Council of the Community Services Commission's recommendations as noted
above.
With regard to Park Site B (Paseo Gallante Park), Community Services Director Parker, for
Director Naggar, clarified the Commission's reasoning for the naming of this particular park
because of its close proximity to Paseo Gallante.
R:\Minutes\021406
President Comerchero questioned whether the residents may have difficulty with the
pronunciation of the proposed park site name.
Director Naggar as well expressed some hesitancy with the proposed name of Paseo Gallante
Park.
In response to President Comerchero, Chairman Edwards of the Community Services
Commission apprised the Council of the Commission's intent to name a park in an effort to
assist residents in easily locating a park site. Mr. Edwards, for President Comerchero, noted
that the Commission had not discussed just naming the park Gallante Park.
Because it is a neighborhood park and because the local residents are familiar with the
proposed name, Director Washington expressed his support to the recommendations including
Paseo Gallante Park.
MOTION: Director Roberts moved to approve staff recommendation. The motion was
seconded by Director Washington and electronic vote reflected unanimous approval.
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
No additional comment.
CSD GENERAL MANAGER'S REPORT
No additional comment.
CSD BOARD OF DIRECTORS' REPORTS
No additional comment.
CSD ADJOURNMENT
At 7:46 P.M., the Temecula Community Services District meeting was formally adjourned to
Tuesday, February 28, 2006, at 5:30 P.M., for a Closed Session, with regular session
commencing at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula,
California.
Jeff Comerchero, President
ATTEST:
Susan W. Jones, MMC
City Clerk/District Secretary
[SEAL]
R:\Minutes\021406
2
ITEM NO. 19
Approvals
City Attorney
Director of Finance
City Manager
~
11ft
9g
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO:
General Manager/Board of Directors
FROM:
Herman Parker, Director of Community Services
DATE:
February 28, 2006
SUBJECT:
Professional Services Agreement with RJM Design Group, Inc. for the Redhawk
Parks Improvement Project
PREPARED BY:
Phyllis L. Ruse, Deputy Director of Community Services
RECOMMENDATION:
That the Board of Directors:
1. Approve the Professional Services Agreement with RJM Design Group, Inc. for the design of
the Redhawk Parks Improvement Project in an amount not to exceed $27,640.
2. Approve a contingency in the amount of $3,000.
BACKGROUND:
existing parks were
responsibilities.
With the annexation of the Redhawk area on June 30, 2005, four
added to the City and to the Community Services District maintenance
Through the annexation process, County of Riverside agreed to transfer $700,000 in Development
Impact Fees (DIF) and Quimby Fees to the City of Temecula for improvements to the Redhawk
area. Some of the funds have been budgeted for slope and parkway improvements and rehab
projects in Redhawk. The remaining $570,000 has been budgeted for park improvements at the
four Redhawk park sites.
The City solicited Statements of Qualifications from qualified landscape architectural firms for the
preparation of conceptual design plans for park improvements. The City received several
Statements of Qualifications, which were reviewed and ranked by a review committee. The three
firms deemed to be the most qualified were invited to make an oral presentation and participate in
an interview with the selection committee, which consisted of Council Members Comerchero and
Washington and City staff members. The selection committee ranked RJM Design Group, Inc.
(RJM) as the most qualified firm for this project.
Upon award of a contract, RJM and staff will establish a project design committee to work with the
consultant to develop the conceptual plan for improvements at the four parks. Upon completion of
the design work, RJM will present the conceptual plans to the Community Services Commission and
the City Council for final approval.
FISCAL IMPACT: Total cost of the Professional Services Agreement is $27,640, plus an
additional $3,000 contingency. This project is budgeted and appropriated in FY 2005/06 and
sufficient funds are available from the transferred DIF and Quimby Fees from the County.
ATTACHMENTS:
Professional Services Agreement
AGREEMENT
FOR CONSUL TANT SERVICES
BETWEEN THE CITY OF TEMECULA
AND RJM DESIGN GROUP, INC.
REDHAWK PARKS IMPROVEMENTS PROJECT
THIS AGREEMENT is made and effective as of Februarv28. 2006, between the City
of Temecula, a municipal corporation ("City") and RJM Desiqn Group. Inc. ("Consultant"). In
consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM. This Agreement shall commence on Februarv 28. 2006, and shall
remain and continue in effect until tasks described herein are completed, but in no event later than
June 30. 2007, unless sooner terminated pursuant to the provisions of this Agreement.
2. SERVICES. Consultant shall perform the services and tasks described and
set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant
shall complete the tasks according to the schedule of performance which is also set forth in Exhibit
A.
3. PERFORMANCE. Consultant shall at all time faithfully, competently and to
the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant
shall employ, at a minimum, generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in meeting its
obligations under this Agreement.
4. PAYMENT.
a. The City agrees to pay Consultant monthly, in accordance with the payment rates
and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule,
attached hereto and incorporated herein by this reference as though set forth in full, based upon
actual time spent on the above tasks. Any terms in Exhibit B other than the payment rates and
schedule of payment are null and void. This amount shall not exceed Twentv-Seven Thousand Six
Hundred and Forty and No/100 Dollars ($27.640) plus a contingency in the amount of Three
Thousand and No/100 Dollars ($3.000) for the total term of the Agreement unless additional
payment is approved as provided in this Agreement.
b. Consultant shall not be compensated for any services rendered in connection
with its performance of this Agreement which are in addition to those set forth herein, unless such
additional services are authorized in advance and in writing by the City Manager. Consultant shall
be compensated for any additional services in the amounts and in the manner as agreed to by City
Manager and Consultant at the time City's written authorization is given to Consultant for the
performance of said services.
The City Manager may approve additional work up to the total contingency amount of $3,000. Any
additional work in excess of this amount shall be approved by the City Council.
c. Consultant will submit invoices monthly for actual services performed.
Invoices shall be submitted between the first and fifteenth business day of each month, for services
provided in the previous month. Payment shall be made within thirty (30) days of receipt of each
invoice as to all non-disputed fees. If the City disputes any of consultant's fees it shall give written
C:\WI N DOWSlapsdoclnettemp\14060\$ASQpdf79568 7 .doc
notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the
invoice.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE.
a. The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon the consultant at least ten (10)
days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all
work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates
a portion of this Agreement such suspension or termination shall not make void or invalidate the
remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Consultant the actual value of the work performed up to the time of termination,
provided that the work performed is of value to the City. Upon termination of the Agreement
pursuant to this Section, the Consultant will submit an invoice to the City pursuant to Section 4.
7. DEFAUL T OF CONSULTANT.
a. The Consultant's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms of this
Agreement, City shall have no obligation or duty to continue compensating Consultant for any work
performed after the date of default and can terminate this Agreement immediately by written notice
to the Consultant. If such failure by the Consultant to make progress in the performance of work
hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of
the Consultant, it shall not be considered a default.
b. If the City Manager or his delegate determines that the Consultant is in default
in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant
with written notice of the default. The Consultant shall have (10) days after service upon it of said
notice in which to cure the default by rendering a satisfactory performance. In the event that the
Consultant fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement without further
notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under
this Agreement.
8. OWNERSHIP OF DOCUMENTS.
a. Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts and other such information required by City that relate to the
performance of services under this Agreement. Consultant shall maintain adequate records of
services provided in sufficient detail to permit an evaluation of services. All such records shall be
maintained in accordance with generally accepted accounting principles and shall be clearly identi-
fied and readily accessible. Consultant shall provide free access to the representatives of City or its
designees at reasonable times to such books and records, shall give City the right to examine and
audit said books and records, shall permit City to make transcripts there from as necessary, and
shall allow inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be maintained for a period of
three (3) years after receipt of final payment.
b. Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files containing data
generated for the work, surveys, notes, and other documents prepared in the course of providing the
C:\WI N DOWSlapsdoclnettemp\14060\$ASQpdf79568 7 .doc
services to be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused or otherwise disposed of by the City without the permission of the Consultant.
With respect to computer files containing data generated for the work, Consultant shall make
available to the City, upon reasonable written request by the City, the necessary computer software
and hardware for purposes of accessing, compiling, transferring and printing computer files.
c. With respect to the design of public improvements, the Consultant shall not
be liable for any injuries or property damage resulting from the reuse of the design at a location
other than that specified in Exhibit A without the written consent of the Consultant.
9. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect
and hold harmless the City, its officers, officials, employees and volunteers from and against any
and all claims, demands, losses, defense costs or expenses, including attorney fees and expert
witness fees, or liability of any kind or nature which the City, its officers, agents and employees may
sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to
property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any
way related to the performance or non-performance of this Agreement, excepting only liability arising
out of the negligence of the City.
10. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for
the duration of the contract insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the work hereunder by the
Consultant, its agents, representatives, or employees.
a. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability form
No. CG 0001 11 85 or 88.
(2) Insurance Services Office Business Auto Coverage form CA 00 01
06 92 covering Automobile Liability, code 1 (any auto). If the
Consultant owns no automobiles, a non-owned auto endorsementto
the General Liability policy described above is acceptable.
(3) Worker's Compensation insurance as required by the State of
California and Employer's Liability Insurance. If the Consultant has no
employees while performing under this Agreement, worker's
compensation insurance is not required, but Consultant shall execute
a declaration that it has no employees.
(4) Professional Liability Insurance shall be written on a policy form
providing professional liability for the Consultant's profession.
b. Minimum Limits of Insurance. Consultant shall maintain limits no less than:
(1) General Liability: $1,000,000 per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the
required occurrence limit.
C:\WI N DOWSlapsdoclnettemp\14060\$ASQpdf79568 7 .doc
(2) Automobile Liability: $1,000,000 per accident for bodily injury and
property damage.
(3) Worker's Compensation as required by the State of California;
Employer's Liability: One million dollars ($1 ,000,000) peraccidentfor
bodily injury or disease.
(4) Professional Liability coverage: One million ($1,000,000) per claim
and in aggregate.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City Manager. At the option of the City
Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a
bond guaranteeing payment of losses and related investigations, claim administration and defense
expenses.
d. Other Insurance Provisions. The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
(1) The City, its officers, officials, employees and volunteers are to be
covered as insured's as respects: liability arising out of activities
performed by or on behalf of the Consultant; products and completed
operations of the Consultant; premises owned, occupied or used by
the Consultant; or automobiles owned, leased, hired or borrowed by
the Consultant. The coverage shall contain no special limitations on
the scope of protection afforded to the City, its officers, officials,
employees or volunteers.
(2) For any claims related to this project, the Consultant's insurance
coverage shall be primary insurance as respects the City, its officers,
officials, employees and volunteers. Any insurance or self-insured
maintained by the City, its officers, officials, employees or volunteers
shall be excess of the Consultant's insurance and shall not contribute
with it.
(3) Anyfailure to comply with reporting or other provisions of the policies
including breaches of warranties shall not affect coverage provided to
the City, its officers, officials, employees or volunteers.
(4) The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to
the limits of the insurer's liability.
(5) Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits except after thirty (30)
days' prior written notice by certified mail, return receipt requested,
has been given to the City.
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e. Acceptabilitv of Insurers. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than AVII, unless otherwise acceptable to the City. Self
insurance shall not be considered to comply with these insurance requirements.
f. Verification of Coveraqe. Consultant shall furnish the City with original
endorsements effecting coverage required by this clause. The endorsements are to be signed bya
person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on
forms provided by the City. All endorsements are to be received and approved by the City before
work commences. As an alternative to the City's forms, the Consultant's insurer may provide
complete, certified copies of all required insurance policies, including endorsements effecting the
coverage required by these specifications.
11. INDEPENDENT CONTRACTOR.
a. Consultant is and shall at all times remain as to the City a wholly independent
contractor. The personnel performing the services under this Agreement on behalf of Consultant
shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its
officers, employees, agents, or volunteers shall have control overthe conduct of Consultant or any
of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant
shall not at any time or in any manner represent that it or any of its officers, employees or agents are
in any manner officers, employees or agents of the City. Consultant shall not incur or have the
power to incur any debt, obligation or liability whatever against City, or bind City in any manner.
b. No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing
services hereunder for City. City shall not be liable for compensation or indemnification to
Consultant for injury or sickness arising out of performing services hereunder.
12. LEGAL RESPONSIBILITIES. The Consultant shall keep itself informed of all
local, State and Federal ordinances, laws and regulations which in any manner affect those
employed by it or in anyway affect the performance of its service pursuant to this Agreement. The
Consultant shall at all times observe and comply with all such ordinances, laws and regulations.
The City, and its officers and employees, shall not be liable at law or in equity occasioned byfailure
of the Consultant to comply with this section.
13. RELEASE OF INFORMATION.
a. All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without City's prior written
authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written
authorization from the City Manager or unless requested by the City Attorney, voluntarily provide
declarations, letters of support, testimony at depositions, response to interrogatories or other
information concerning the work performed under this Agreement or relating to any project or
property located within the City. Response to a subpoena or court order shall not be considered
"voluntary" provided Consultant gives City notice of such court order or subpoena.
b. Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under or with respect to any project or property located within the City. City retains the right,
but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar
proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to
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review any response to discovery requests provided by Consultant. However, City's right to review
any such response does not imply or mean the right by City to control, direct, or rewrite said
response.
14. NOTICES. Any notices which either party may desire to give to the other
party under this Agreement must be in writing and may be given either by (I) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal Express, that
provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail,
certified mail, postage prepaid, return receipt requested, addressed to the address of the party as
set forth below or at any other address as that party may later designate by Notice. Notice shall be
effective upon delivery to the addresses specified below or on the third business day following
deposit with the document delivery service or United States Mail as provided above.
To City:
City of Temecula
Mailing Address:
P.O. Box 9033
Temecula, California 92589-9033
43200 Business Park Drive
Temecula, California 92590
Attention: City Manager
To Consultant:
RJM Design Group, Inc.
31591 Camino Capistrano
San Juan Capistrano, CA 92675
Attention: Bob Mueting
15. ASSIGNMENT. The Consultant shall not assign the performance of this
Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the
City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for
actual services performed up to, and including, the date of termination or as may be otherwise
agreed to in writing between the City Council and the Consultant.
16. LICENSES. At all times during the term of this Agreement, Consultant shall
have in full force and effect, all licenses required of it by law for the performance of the services
described in this Agreement.
17. GOVERNING LAW. The City and Consultant understand and agree that the
laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties
to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning
this Agreement shall take place in the municipal, superior, or federal district court with geographic
jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the
other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's
judgment, shall be entitled to reasonable attorney fees and litigation expenses forthe relief granted.
18. PROHIBITED INTEREST. No officer, or employee of the City of Temecula
shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the
Contractor, or Contractor's sub-contractors for this project, during his/her tenure or for one year
thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of
the City of Temecula has any interest, whether contractual, non-contractual, financial or otherwise,
in this transaction, or in the business of the Contractor or Contractor's sub-contractors on this
project. Contractor further agrees to notify the City in the event any such interest is discovered
whether or not such interest is prohibited by law or this Agreement.
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19. ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties relating to the obligations of the parties described in this Agreement. All prior or
contemporaneous agreements, understandings, representations and statements, oral or written, are
merged into this Agreement and shall be of no further force or effect. Each party is entering into this
Agreement based solely upon the representations set forth herein and upon each party's own
independent investigation of any and all facts such party deems material.
20. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons
executing this Agreement on behalf of Consultant warrants and represents that he or she has the
authority to execute this Agreement on behalf of the Consultant and has the authority to bind
Consultant to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the
day and year first above written.
CITY OF TEMECULA
Jeff Comerchero, President
Attest:
Susan W. Jones, MMC, City Clerk
Approved As to Form:
Peter M. Thorson, City Attorney
CONSUL TANT
RJM Design Group, Inc.
31591 Camino Capistrano
San Juan Capistrano, CA 92675
(949) 493-2600
(949) 493-2690 fax
By:
Robert Mueting
Principal
By:
Larry P. Ryan
Secretary
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EXHIBIT A
TASKS TO BE PERFORMED
RJM
DESIGN GROUP, INC.
PLANNmG AND LANDSCAPE ARCHITECTURE
January 31, 2006
Mr. Hennan Parker,
Director of Community Service
CITY OF TEMECULA
43200 Business Park Drive
Temecula, CA 92589-9033
Re: PROPOSAL FOR LANDSCAPE ARCHITECTURAL SERVICES
REDHA WK PARK SITES, CITY OF TEMECULA
MASTER PLANNING PHASE
Dear Hennan:
On behalf of RJM Design Group, Inc. we are pleased to submit our scope of work and fee
proposal for the preparation of Master Planning Phase. A separate fee proposal "Will be provided
for preparation of Design Development, Construction Documents, and Construction
Administration for the scope of work based upon City approval of the Master Plan for each park
site vvith specific program elements identified per the City's construction budget. This Scope of
Work includes the following park sites:
1. Park Site 'A'-located on the northwest comer of Camino San Jose and Corte Bonilic
adjacent to Redhawk Elementary School.
2. Park Site 'B'- located at 32455 Camino San Dimas across the street from Helen Hnnt
Jackson Elementary School.
3. Park Site 'E'- long linear park located between Channel Street and the Temecula
Creek east of Butterfield Stage Road.
4. Park Site 'F' (known as Redhawk Community Park) located west of Redhawk
Parkway adjacent to Temecula Creek.
Thank you again for the opporhmity to continue working vvith you, the rest of your staff, and the
City ofTemecula, on this important contribution to the community's recreational amenities.
With Best Regards,
RJM DESIGN GROUP, INC.
Robert Mueting, AlA, ASLA
Principal
SCOPE OF SERVICES
PHASE I - MASTER PLANNING
TASK 1.
PROJECT FAMILIARIZATION
A. Review all documentation available from the City pertaining to this project, including
available topographic and boundary surveys, aerial photos, geotechnical report of each
site, title reports and environmental assessment as available.
In general, we anticipate the following resources will be necessary to be furnished by the
City:
~
~
~
~
~
~
~
~
~
~
~
Environmental hnpact Assessment (as available)
As built information of existing facilities/utilities
Reproducible base map (topography and boundary survey/digital, if available)
Existing Soils Investigation Information (as available)
Demographic profiles and facilities survey (as available)
Special requirements
Ongoing Programs
Special Events
Special/Temporary Use Permits granted in past
Staffprojections (as available)
Any other studies previously completed with regards to each park site.
B. Meet with the City staff to review project scope, requirements for each site, refine time
schedules and review the existing site documentation.
C. Review state and local codes and standards applicable to the site development.
D. Conduct field investigations and analysis of existing conditions for each park site
including, utilities, drainage, and topography, easements, physical limitations, ADA
Accessibility, external influences, access, adjacent property relationships and advise the
City regarding what additional analysis might be necessary.
E. Work with City staff in refining the Community Workshop Process for recelvmg
community input.
MEETINGS:
(I) Kickoff meeting with key players to review
documentation and establish project schedule.
Field investigation of existing conditions.
PRODUCTS:
Preliminary schedule, resource document file
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TASK 2.
DET AILED SITE ANALYSIS
Our next task will be to physically review, analyze, and document all existing site assets and
deficiencies (4 sites). The analysis of each site and surrounding relationships shall also be
reviewed in regard to potential phasing for site improvements and for initial and future
construction.
A. Prepare base map from information provided by the City.
(4 sites)
B. Compile a utility availability map showing existing utilities and their locations from
information provided by the City. (Potholing or field verification of underground utilities
is not included).
C. Prepare site analysis and opportunities and constraints map.
D. Evaluate site access and parking conditions as appropriate.
E. Submit analysis findings to City staff for review and discuss potential park needs.
PRODUCTS: Base map at appropriate scale for site studies; utilities availability
map; opportunities and constraints map; site analysis map and site
access evaluation
TASK 3.
PROGRAMMING/DESIGN WORKSHOP/CONCEPTUAL DESIGN
A primary service proposed within our overall scope of work is an intensive programming/design
workshop phase. During our programming phase a design workshop will be conducted involving a
virtual site awareness tour via PowerPoint presentation, and park program discussions for all four (4)
park master plans. The workshop will involve City Staff, Project Committee and any other special
interest representation deemed appropriate by City Staff. The Programming Phase is an intensive and
concentrated scenario of site planning, area projections, and functional relationships. The Programming
Phase is one of the most important aspects of the entire project in that it shall establish the immediate
foundation and relationships for all park components.
A. The consultant shall conduct a 3-hour workshop for up to 50 participants. The steps
involved with this workshop are suggested to be as follows:
1. Virtual site awareness tour via PowerPoint presentation.
2. Facilitate individual and small group activities to obtain consensus
program information for each park from workshop participants.
3. Compile summary of workshop consensus items.
B. Submit consensus park programs to staff for review.
C. Prepare preliminary conceptual plan based on approved program for each park site.
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D. Project Budgeting
Services relating to the development of a Statement of Probable Construction Cost based
on programming and scheduling studies and consisting of:
. Conversion of programmed requirements to net area requirements.
. Evaluation of construction market conditions.
. Application of unit cost data to gross areas.
. Estimates of related costs such as site and facility development, landscaping, utilities,
services, furniture, and equipment.
E. Meet with City for review of conceptual plans and budgets and possible phasing prior to
presentation to workshop participants.
F. Prepare power point and conduct a feedback session to present the conceptual plans and
receive input from workshop participants.
G. Refine plans and cost estimates as appropriate and directed by staff.
H. Submit final conceptual plan and preliminary opinion of probable construction costs to
staff prior to presentation to Parks and Recreation Commission and City Council
1. Prepare PowerPoint for presentation to Parks and Recreation Commission.
1. Prepare PowerPoint for presentation to City Council.
MEETINGS:
(1) - 1/2 Day Workshop
(1) - City staff meeting
(1) - Workshop feedback session
(1) - Parks and Recreation Commission meeting
(1) - City Council meeting
Meeting notes, program graphics (tissue format) and written
summary of program recommendations, conceptual plan
alternatives, preliminary opinion of probable cost, final conceptual
plans We will provide the City with a digital copy of the final
plans.
PRODUCTS:
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EXHIBIT B
PAYMENT RATES AND SCHEDULE
FEE SUMMARY
1.0 FEE SCHEDULE
It is the objective of our Design Team to provide the most comprehensive, yet efficient approach
to the development of the four Redhawk Park Sites.
The following services will be performed with proposed fee amounts below.
PHASE I - MASTER PLANNING
TASK 1. PROJECT FAMILIARIZATION
TASK 2. DETAILED SITE ANALYSIS
TASK 3. PROGRAMMING / DESIGN WORKSHOP /
CONCEPTUAL DESIGN
$ 4,195.00
$ 4,920.00
$18,525.00
Estimated Reimbursable Expense Allowance
$ 3,000.00
PHASE I Sub-Total:
$30,640.00
*Note: This fee summary represents our current understanding of the project scope and
complexity for each of the four Redhawk Park Sites. We would welcome the
opportunity to meet with you to discuss the project as well as our approach to the Scope
of Work and revise as necessary to more accurately meet the needs of the City of
Temecula.
1.1 REIMBURSABLE EXPENSES
When incurred, the following project expenses will be billed at cost plus 15% handling
fee.
All reproduction, copying, printing, plotting, photography, graphics, and delivery
Long Distance telephone, fax, and modem
Public transportation, charter or rental and mileage
Special rendered exhibits and printed reports.
To minimize the allowance for reimbursable printing, we suggest that the City of Temecula
open an account with a local blueprint company, which would save dollars, allotted to consultant
administration and mark up. Reimbursable expenses include plotting, printing, reproduction,
photo, delvery, and postage at cost plus 15%.
1.2 ADDITIONAL SERVICES
The following items shall not be a part of the fee identified in the payment section above,
but shall be reimbursable to RJM Design Group.
A. Additional meetings and site visits beyond those identified in the Scope of Work
and as authorized by the City of Temecula.
B. Work beyond the designated sites.
C. Environmental hnpact Report, if required, shall be provided under separate
contract.
D. Any requested changes to the drawings as a result of agency/formal review shall
be provided per the standard hourly fee schedule.
E. Changes to site plan after authorization to proceed with construction documents
and RJM Design Group having begun work, shall be in accordance with the
standard hourly fee schedule.
F. RJM Design Group shall provide the necessary plan check revisions requested
by the City of T emecula for code compliance, or compliance to the approved
Master Plan for two plan check submittals. All subsequent changes beyond these
requirements shall be done in accordance with the attached Standard Hourly Fee
Schedule.
G. Prepare Aerial Topography of each park site, indicating all structures, above
ground appurtenant items, and I' contour intervals.
l. Two (2) sets of 9" x 9" contact prints ofthe aerial photography
2. One (I) set of control data used on the project, including base field
control
3. One (I) set of digital (Auto CAD) data of the above described
DTM and mapping data
1.3 WORK NOT INCLUDED
Agency processing and plan check fees
Renderings or Models
As-built Drawings of Existing Conditions. The City shall provide As-built drawings.
D. Architectural, mechanical and plumbing design and construction documentation
preparation.
1.4 STANDARD HOURLY FEE SCHEDULE
A. The Client agrees to pay Consultant as compensation for all authorized work
included in the Scope of Services heretofore stated, at the hourly rates below.
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RJM DESIGN GROUP
PRINCIP AL LANDSCAPE ARCHITECT
ASSOCIATE LANDSCAPE ARCHITECT
PROJECT LANDSCAPE ARCHITECT
CADD TECHNICIAN/LANDSCAPE DESIGNER
DRAFTSPERSON
WORD PROCESSING
$130. - $150. per hour
$110. - $120. per hour
$95. per hour
$75. - $85. per hour
$65. per hour
$50. per hour
JAMES MICKARTZ ARCHITECT
PRINCIP AL ARCHITECT
ASSOCIATE ARCHITECT
$110. per hour
$85. per hour
MCE CONSULTANTS
PRINCIP AL
PROJECT MANAGER
PROJECT ENGINEER
PROJECT SURVEYOR
DESIGN ENGINEER
COMPUTER DRAFTSPERSON
PROJECT ASSISTANT
3-MAN SURVEY CREW
2-MAN SURVEY CREW
$130. per hour
$110. per hour
$100. per hour
$100. per hour
$90. per hour
$70. per hour
$50. per hour
$230. per hour
$190. per hour
B. Billings for all time and materials and contract extension work shall be in
accordance with the level of work performed and will be broken into the
categories listed above.
C. Consultant shall be compensated for work completed on a monthly basis.
Invoices shall be paid based on the hours of work completed each month.
The fee quoted above is based upon the Scope of Services and the City's Construction
Budget of $435,000. Our fee shall be subject to adjustment if our Scope of
Services is modified. These fee adjustments, if any, shall be documented by
Addendum to this Agreement.
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ITEM NO. 20
Approvals
City Attorney
Director of Finance
City Manager
fM.~
/J1l
~
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO:
General Manager/Board of Directors
FROM:
Shawn Nelson, General Manager
DATE:
February 28, 2006
SUBJECT:
Approval of 2005-06 Mid-Year Budget Adjustments
PREPARED BY:
Genie Roberts, Director of Finance
Jason Simpson, Assistant Director of Finance
RECOMMENDATION:
That the Board of Directors:
1. Adopt a resolution entitled:
RESOLUTION NO. CSD 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF
TEMECULA AMENDING THE FISCAL YEAR 2005-06 ANNUAL
OPERATING BUDGETS
BACKGROUND: Each year a mid-year review is conducted of the Temecula
Community Services District (TCSD) operating budgets. The purpose of this review is to conduct an
analysis of revenues and expenditures to ensure that the TCSD maintains a prudent and healthy
fiscal position. Finance Department staff has performed an analysis of revenues. Additionally,
TCSD staff has reviewed the operating budgets and has identified any material adjustments
required.
The mid-year budget review includes the TCSD City-wide Parks and Recreation Fund, five Service
Level Funds, and the Debt Service Fund. Activity in each of the funds is presented in accordance
with the following schedules:
Summary of Revenues, Expenditures, and Fund Balances: Presents a summary of prior year and
FY 2005-06 year-to-date actual activity, as well as FY 2005-06 current and proposed budget
amounts. Also included is a schedule of beginning and estimated ending fund balances based upon
the proposed budget activity.
Revenue Detail: Presents detail of prior year and FY 2005-06 year-to-date revenues, as well as the
FY 2005-06 current and revised projected revenues.
The projected total TCSD revenues reflect an increase of $41,060 over the original budget estimate.
While a net decrease of $66,500 in Citywide Operations is required, primarily attributed to less than
anticipated theater admission revenue. Additional assessment revenue for the new Service Level
"L" have been realized resulting in an increase of $107,560.
A total increase in TCSD expenditures of $34,500 is proposed. Following is a summary of all
proposed expenditure adjustments:
Citywide Operations: The net increase in expenditures is a result of an increase in salaries
and benefits for a new position, Theater Technical Coordinator. This position is necessary
to properly manage both the audio and lighting of the Theater. While the annualize cost is
$67,500, a $25,000 increase has been proposed to fund this position through the remainder
of this fiscal year.
Service Level L: An increase of $9,500 is needed for additional costs associated with the
level for the lake maintenance assessments in Harveston.
AUTHORIZED POSITIONS
No position reclassifications are proposed. However, TCSD is adding one position (Theater
Technical Coordinator) to accommodate staffing needs for the audio and lighting functions of the
Community Theater in Old Town. The positions are shown in the agenda item separately presented
on the City's Midyear Budget.
FISCAL IMPACT: The proposed mid-year adjustments will result in a net increase of
$6,560 bringing the TCSD total projected fund balance to $1,335,136 at June 30, 2006.
ATTACHMENTS:
Resolution CSD 06-
2005-06 Temecula Community Services District Mid-Year Budget
RESOLUTION NO. CSD 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE TEMECULA COMMUNITY SERVICES DISTRICT OF
THE CITY OF TEMECULA AMENDING THE FISCAL YEAR
2005-06 ANNUAL OPERATING BUDGETS
THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES
DISTRICT OF THE CITY OF TEMECULA DOES HEREBY RESOLVE ASFOLLOWS:
Section 1. The purpose of this review is to conduct an analysis of revenues
and expenditures to ensure that the Temecula Community Services District (TCSD)
maintains a prudent and healthy fiscal position.
Section 2. That each year a mid-year review is conducted of all Temecula
Community Services (TCSD) operating budgets.
Section 3. That the mid-year review has been completed and the
recommended adjustments are reflected in the attached schedules, hereto at Exhibit A.
Section 4. That the Fiscal Year 2005-06 TCSD operating budgets are
amended in accordance with the attached schedules.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Community Services District of the City of Temecula this 28 day of February, 2006.
Jeff Comerchero, President
ATTEST:
Susan W. Jones, MMC
City Clerk/Board Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Community
Services District of the City of Temecula, do hereby certify that the foregoing Resolution
No. CSD 06- was duly and regularly adopted by the Board of Directors of the
Temecula Community Services District of the City of Temecula at a meeting thereof held
on the 28 day of February, 2006, by the following vote:
AYES:
BOARD MEMBERS:
NOES:
BOARD MEMBERS:
ABSENT:
BOARD MEMBERS:
ABSTAIN:
BOARD MEMBERS:
Susan W. Jones, MMC
City Clerk/Board Secretary
2005- 06
TEMEiCULACOMMUNITY
SERVICES DISTRICT FUNDS .
MID.. YEAR BUDGE T.
TCSD
REVENUE DETAIL
FY 2005-06 MID-YEAR BUDGET
ACCT FY 04-05 FY05-06 FY 05-06 FY 05-06 CHANGE %
YTD (ro' 12/31/05 CURRENT REVISED
NO 190 TCSD FUND ACTUALS ESTfMATES ESTIMATES IN EST CHANGE
DEPT 180'NON~DEPARTMENTAL
4004 -Special Tax 2,747,916 1,542,541 2,999.478 2;999,478
4006 ~Lien Release (Assessments) ,
4051 -Contributions 250
4058 ~MisceUaneous
4000 --Miscellaneous Non Taxable 55 124
4062 ~Recovery of Prior Year Expense
4065 ~Invesbnent Interest 13,733 5;279 9,195 9,195
4070 -Cash Ovet & Short 1
4073 -TCSD Admin Fee CredjU"Rest~ 3;725,200 2,829,283 4,850,200 4,850;200
4076 -Reimbursements 43,390 50,468 34,000 . 34,000
4077 -Lease Income 34,782 16,704 34,600 34,600
4084 -Reimbursements (CIP) 15,396 35,000 35,000
4085 -CSA 143 130,000 130,000 130,000
4090 -Operating Transfers In
41** -Development Fees "54,808 32,944 , 70,000 70,000
4208 -Plan Check - Contract 5,172 1,980
4284 -Plan Check 28,478 9,969 15,000 15,000
:;~~ -Inspection Fees 16,714 19,928 15,000 25,0-00 10,000 66.7%
70 -Landscape Plan Check 2,060' 2,509
4390 -Street Lighting Fees (891) 6,630 13,000 13,000
TOTAL DEPT 180 6686813 4648,610 8-205473 8215,473 10000 0.1%
DEPT 181 SR. CENTER
4051 -Donations 387 400 400
4980 -Classes/Activities 1,511 1,387 2,000 2,000
4983 - T ransportaliot:! 1,032 404 800 800
49'86 -Excursions 527 800 800
4990 -Indoor Rentals 17,257 10,593 , 25,000 25,000
TOTAL OEPT 181 20714 12384 29 000 29,000
OEPT 182-CRC
4980 -Classes/Activities , 32,365 11,552 24,000 24,000
4984 -Day Camp 94,459 5,630
4990 -Indoor Rentals 35,174 16,697 34.000 34,000
,
TOTAl OEPT 182 162 598 33879 58000 58,000
OEPT 1'83 RECREATI.ON
4058 -Misc'ellaneo'us 184
4070 -Cash Qver & Short, 19 1
4975. -Aquatics
4980 -Classes/Activities 2,321 651
4982 -Contracted Classes 346,740 123;228 330,000 330,000
4984 -Day Camp 102,0'00 102,000
4986 ~Excursions 8,967 (52) 9,000 9,000
4988 . -FiEild Rentals/Lights
4989 -Picnic Shelter Rentals 10,066 4,087 2,000 2,000
4990 -lndoor.Rentals (150)
4992 -Special Events 15,197 7,289 10,000 10,000
4993 -special Event Donations
4994 -Sp'Oits
4995 -High Hopes 2'90 500 500 500
49'98 -Skate Park 18,725 1:2,491 20,000 20,000
TOTAL DEPT183 402,489 148 045 473 500 473,500
DEPT 184 TCC ,
4980 -Classes/Activities 3,067 694 2,500 2,500
4984 -Day Camp , 1,000 1,000
4990 -Indoor Rentals 22,507 9,383 , 16,000 16,000
"
TOTAl OEPT 184 25574 10,077 19,500 19,500
TCSD
REVENUE DETAIL
FY 200S-0'6 MID-YEAR BUDGET
ACCT FY 04-05 FY OS-06 FYOS-06 FY OS-06 CHANGE %
CURRENT REVISED
NO 190 TeSD FUND ACTUALS YTO lID 12/3110S ESTIMATES ESTIMATES IN EST CHANGE
OEPT 185 MUSEUM ,
4051 -Donations
4980 -ClasseS/Activities 4,500 1,S26 2,00'0 2,000
498~ -Magazines I, 350 1,712 1,00'0' 1,00'0'
4986 -Excursions 500 500
4990 -Indo'or Rentals 2,524 1,002 1.000 1.000
4991 -Museum Admissions 7,496 2,667 5,500 5,500
4997 -Museum Concessions
SODa -Photo Reproductions 994
TOTAL DEPT 185 15864 6907 10,0'00 10',000
DEPT 186 AQUATICS
4970 -.swim Lessons 106,250 50,198 83,000 83,000
4971 -Lap Swim 7,853 3,923 7,000' 7,000'
4972 -Public Swim 7,S38 218 8,000 8-,000
4973 -Family Night Swim
4974 -Pool Rentals 23,952 9,700 15;000 15,000
4976 -Non-resident SwilTi 2,875 4,608 1,500 5,000 3,500 233.3%
-Paddle Boat Rentals-HalVeston Lake
TOTAL DEPT 186 148468 68647 114500' 118000' 3,500 3.1%
DEPT 187 SPORTS ,
4960 -Adult Softball 72,830 240 55,0001 - 55,000
4961 -Adult Basketball 4,500 7,000 7,000
4962 -Adult Rollerhockey 1
4963 -Tournaments 9,180 4,680' 2,000 2,000
4964 -Adult Leagues (non-resident) 23,815 20 8,000 8,00'0
4965 Nouth Leagues (non-resident) 4,420 6,000 6,000
4966 -Open Gym 4,594 869 ,
4988 -field Rentals/Lights , 39,053 25,25S 59,000 59,000
TOTAL DEPT 187 1S8,392 31,064 137,000 137000
OEPT 188 CHILDREN'S MUSEUM
4051 ...ooilations 161
4070 -Cash Over ,& Short (38) (53)
4987 -Memberships 111
4991 ~M(Jseuril Admissions 144,515 55,436 90',0:0'0 9'0,000
4997 -Museum Concessions 8,000 8,00'0
4999 -Birthdays
,
TOTAL OEPT 188 144749 55 -383 98 00'0 98 000
DEPT 189 COMMUNITY THEATER
490'0 -Theater Security 1,500 ::i!,OO'O 2,000
4901 -TheaterUshEirs 2,500 2,500'
4902 ~Theater-Public Safety Police
4903 -Theater-Publlc Safety Fire
4904 -Theater Security ~ Nurse & ErirfT
4905 -Theater - Merchimdise , 2,132 , 2,500 2,500
4906 -Theater - Stagehand Labdr Reimb 132 20,000 20,000
4907 -Theater - Ticket Services Reimb 174 20,000 20,0'00
4990 -Theater Rentals 2,828 3,242 21,000 21,000
4991 -Theater Admissions f06,999 ZOO,OOO 100,000 (100,000) -50.0%
4997 -Concessions 27,000 (27,000) ~100.0%
TOTAL DEPT189 2,828 114,179 248 000 168,000 80 000 100'_.0%
DEPT 190 CULTURAL ARTS
4980 -Glasses/Activities 30,000 30,000 100.0%
TOTAL DEPT 190 30,000 30000 100.0%
TOTAL TCSD 7,768,489 5,129,175 9,422,973 9 356,473 66500 ...Q]%
TCSD
REVENUE DETAIL
FY 2005-06 MID~YEAR BUDGET
ACCT FY 04-05 FY05-o6 FY 05-06 FY 05-06 CHANGE %
YTD tRl12131/05 CURRENT REVISED
NO 192 SERVICE LEVEL "B~ FUND ACTUALS ESTIMATES ESTIMATES IN EST CHANGE
4005 -Assessments 478,880 .295,537 595,160 595,160
4062 -Recovery of Prior Year Expense
4065 -Investment Interest 1,864 595 1,770 1,770
4073 -TCSO Admin Fee CreditlREST
4085 ...cSA143
4090 ~Operatin9 TranSfers In
4390 -Street Lighting Fees 32,316 7,682 20;000 20,000
4395 -Property Owner Election Costs 800 1,000 1,000
TOTAL SERVICE LEVEL "B" _FUND 513060 304,614 617930 617,930
ACCT FY 04-05 FY05-o6 FYOS-06 ,'FY 05-06 CHANGE %
TID {fh 12131/05 CURRENT REVISED
NO 193 SERVICE LEVEL "e" FUND ACTUAlS ESTIMATES ESTIMATES IN EST CHANGE
4005 -Assessments 1,189,269 634,478 1,269,336 1,269,336
4051 -Donations 31,316
4065 -Investment Interest 4,441 1,314 4,620 4,620
4208 -Plan Cl:leck - Contract 7,321 2,840 7,500 7,500 100.0%
4291 -Inspection Fees - Contract 5,000 3,500 7,500 7,500 100.0%
4370 -Landscape Plan Check (600) 1,014 15,000 7,500 (7,500) -50.0%
4371 -Landscape Inspection 5,000 5,100 15,000 7,500 (7,500) -50.0%
4373 -Tree Trimming and Removal
4395 -PA?peity Owner Election Costs 800 500 500 ,
TOTAL SERVICE lEVEL "C" FUND 1,241747 649,046 1,304-456 1304,456
ACCT FY 04-05 FY05-o6 FY 05-06 FY 05-06 CHANGE %
YTo {fh12131{05 CURRENT REVISED
NO _194 SERVICE LEVEL "0" FUND AClUALS ESTIMATES ESTIMATES IN EST CHANGE
4005 -Assessments 3,567,6'00 2,224,911 4,493.638 4,493;638
4025 -Grants 20,817 21,170 21,000 21,000
4065 -InveStment Interest 6,765 1,693 1,500 1,500 ;
4090 -Operating TransferS In 70,000
4096 -Recycling Program 5,000 5,0001 ' 5,000
4390 -Street Lighting Fees
,
TOTAL SERVICE LEVEL "on FUND 3670182 2,247;774 4521,138 4,521138
ACCT FY 04-05 FY05-o6 FY 05-06 FY 05-06 CHANGE %
YTD Iii> 12/31/05 CORt{ENT REVfSED
NO 195 SEI~.vICELEVELnR" FUND AClUAlS ESTIMATES ESTIMATES IN EST CHANGE
4005 -Assessments 9.925 5,679 9;370 9,370
4065 -lnveStmeilt lriterest 650 338 725 725
TOTAL SERVICE LEVEL 'R",FUND 10,575 6017 10095 10,095
ACCT FY04-0S FY05-oa FYOS-oa FY05-06 CHANGE %
CURRENT , REVISED
NO 196 SERVICE LEVEL "L" FUND ACTUALS YTD tRl12131/OS ESTlMATES_ ESTIMATES IN EST CHANGE
4005 -Assessments 214,487 206,000 308,000 102;000 49.5%
4065 -Investment Interest 4,141 3,507 440 a,ooo 5,560 : 1263.6%
4:090 -Gf)flrating Transfers In ' 309,544
TOTAl SERVICE LEVEL "L" FUND 313685 217.994 206 440 314000 107,5150 52.1%
ACCT FY04-o5 FY05-06 .FY 05-06 FY05-o6 CHANGE %
CURRENT R:EVISED
NO 390 DEBT SERVICE FUND' ACTUAlS YTD :~12131)O5 ESTiMATES ESTIMATES IN EST CHANGE
, 1,700 1,750
4065 -Investment Interest 1,805 336
4090 -operatingTransfer In 496,300 370;000 .500;450 500,450
4800 -'Sond Proceeds
TOTAL DEBT SERVICE FUND 498105 370,336 502,200 502,200
TEMECUIJ\ COMMUNITY SERVICESDISTRlcr
SUMMARY OF REVENUES, EXPENDtruRE5, AND CHANGE IN FUND BAIJ\NCES
2005"ll6 MIDYEAR PROJECTION
CityWide Operatiolis
2004-05 2005"ll6 2005.06 2005-06 Proposed %
Audited Current YTD Revised Increase Increase
ActUalS Budqet Actuals BudQet (Decrease) (Decrease)
Total Revenues 7,768,489 9,422,973 5i129,175 9,356,473 (66,500) -0.7%
Total EXpendItUres 7,609,896 9.190.883 3.884.786 9.215.883 25.000 0.3%
. ExCess of Reve'nues Over (Under)
Expenditures 158,593 232,090 1,244,-389 140,590 (91,500) -39.4%
Operating" Transfers Out 500.450 566.300 500,450
Excess of Revenues OVer (Under)
Expenditures and Operating
Transfers Out 158,593 (268,360) 67B,089 (359,860) (91.500) 34.1%
Fund Balance, Beg. of Year 771.905 930.498 930.498 , 930.498
Fund Balance"End of Year 930.498 662.13B 1.608.586 570.638
TEMECULA COMMUNITY SERVICES DIS11UCT
SUMMARY OF REVENUES, EXPENDTIURES, AND CHANGE IN FUND BALANCES
2005-06 PROJECIJON
Service Level B
2004-05 200S-06 2005-06 2005-06 Proposed %
Audited Current YID Revised Increase Increase
Actuals BudQet Actuals BudQet (Decrease) . (Decrease)
Total Revenues 513,060 617,930 304,614 617,930
Total Expenditures 510,522 679,485 294.952 679,485
Excess of Revenues Over (Under)
Expenditures 2,539 (61,555) 9,662 (61,555)
Operating Transfers Out
Excess of RevenUes Over (Under)
Expenditures and Operating
. Transfers Out 2,539 (61,555) 9,662 (61,555)
Fund Balance, Be"g.of Year 172.890 175,428 175,428 175,428
Fund Balance, End of Year 175,428 113,873 185.091 113.873
TEMECULA COMMUN!1Y SERVICES DISTRICT
SUMMARY OF REVENUES, EXPENDTIURES, ANO CHANGE IN FUND BALANCES
2005-06 PROJECTlON
SerVice Level C
Total Revenues
lotal Expenditures
Excess of Revenues Over (Under)
Expenditures
Operat,ing Transfers Out
Excess of Revenues OVer (Under)
Expenditures and Operatin-g
Transfers Out
FUnd Balance, Bey_ of Year
Fu'nd Balance, End of Year
2004-05 2005-06 2005-06 - 2005-06 Proposed %
Audited Current YTD Revised Increase Increase
Actuafs _ BudQet Actuals BudQet (Decrease ) (Decrease)
1,241,747 1,304,456 649,.046 1,304,456
1.233,822 1.459,306 679,8B2 1.459,306
7,925 (154,850) (30,836) (154,850)
7,925
(154,850)
(154,850)
(30,836)
295.058
302,983
, 302,983
302.983
302.983
148.133
148.133
272.147
TEMECULA COMMUNITY SERVICES DISTlUCT
SUMMARY OF REVENUES, EXI'~NDnuRES, AND CHANG~ IN FUND BALANCES
2005-06 PROJECTION '
Service Level R
2004-05 2005-06 2005-06 2005--06 Proposed %
Audited Current YTD Revised Increase Increa;>e
. Actuals 80dq~t Actuals Budqet (Decrease ) (DeCrease)
10,575 10,095 6,017 10,09S
9.541 12.200 1,835 12,200
1,034 (2,105) 4,182 (2,lOS)
Total ReVenUes
Total Expenditures
Excess of Revenues Over (Under)
Expenditures
Operating TransferS Out
Excess of Revenues Over (Under)
Expenditures and Operating.
Transfers Out
Fund Balance, Beg. of'Year
FUnd Balance, End of Year
11034
(2,105)
4,182
(2,105)
29.704
, 30.738
30,738
30.738
30.738
28.633
34.920
28.633
TEMECULA COMMUNITY SERVICES DISTRICT
SUMMARY OF REVENUES, EXPENDrruRES, AND CHANGE IN FUND BAlANCES
, 2005-06 PROJECTION
Service Level L
2004-05 2005-06 2lf05-o6 2005-06 proposed %
Audited Current YTD Revised Increase Tf!Crease
Actuals Budqet Actuals BudQet (Decrease ) (Decrease)
313,685 206,440 217,994 314,000 107,560 52.1%
38.852 207.501 99,003 217,001 9.500 4.6%
274,834 (1,061) 118,992 96,999 98;060
Total R.eveflues
TdtalExpe:ndituteS
'Excess of Revenues Over (Under)
Exp'enditutes
Operating TranSfers'Out
Excess of Revenues Overr(Under)
Expenditures and Operating
TransferS Out
Fund'Balance, Beg. of Year
(1,061) 118,992 96,999 98.060
274.834 274,834 274,834
273.773 393,825 371.833
274,834
Fund Balance, End of Year
274.834
TEMECULA COMMUNIlY SERVICES DISTRICT
SUMMARY OF REVENUES, EXPENDITURES, AND CHANGE IN FUND BAlANCES
2005-06PROJECTlON
DEBT SERVICE
2004-{)5 2005-{)6 2005-{)6 2005-{)6 Proposed %
Audited Current YTD Revised Increase Increase
Actuals Buduet Actuals audQet (Decrease) (Decrease)
Total Revenues 498,105 502,200 370,336 502,200
Total Expenditures 495.850 S00.4S0 373.575 500.450
Excess of Revenues Over (Under)
Expenditures 2,255 1,750 (3,239) 1,7S0
Operating Transfers Out
Excess of Revenues OVer (Under)
Expenditures and Operating
Transfers Out 2,255 1,750 (3,239) 1,750
Fund Balance, Beg. of Year 2,273 4.528_ 4.528 4,528
Fund Bala'i'tce, End of Year 4.528 6,278 1,289 6,278
ITEM NO. 21
APPROVAL Q^~
CITY ATTORNEY ,..-
DIRECTOR OF FINANCE_~ ::::
CITY MANAGER /'l?l
1t7
CITY OF TEMECULA
AGENDA REPORT
TO:
Board of Directors
FROM:
Herman D. Parker, Director of Community Services
DATE:
February 28, 2006
SUBJECT:
Departmental Report
PREPARED BY:
Gail L. Zigler, Administrative Assistant
Construction of the Patricia H. Birdsall Sports Park (Wolf Creek Sports Complex) continues.
Installation of the field lighting, installation of artificial turf fields and parking lot are nearing
completion. Construction of the buildings and irrigation systems continue.
A construction contract has been awarded to Edge Development for the construction of the new
Temecula Public Library project. A ground breaking ceremony was held on Thursday, May 12,
2005. This project is currently under construction.
Construction of the Boys and Girls Club project at Kent Hintergardt Park is currently underway.
The Community Services Department released an RFQ to landscape architect firms for Redhawk
Park Improvements forthe four Redhawk park sites acquired on June 30, 2005 with the annexation
of Redhawk into the City of Temecula. Staff, Community Services Commissioners and Council
Member Chuck Washington conducted interviews of the three top ranked firms. Staff is currently
discussing the scope of service with the top ranked firm. A scope of service should be presented to
the City Council in March. This project will develop a variety of park improvements at four Redhawk
park sites. These improvements include picnic tables, picnic shelters, park benches, sidewalks, tot
lots, etc.
The Cultural Arts Division is busy preparing for the winter-spring sessions of classes and activities
as outlined in the Guide To Leisure Activities. In addition, the Cultural Arts Division is responsible
for the day-to-day operations at the Old Town Temecula Community Theater, the History Museum
and the Imagination Workshop, Temecula Children's Museum.
The Development Services Division continues to participate in the development review for projects
within the City including Wolf Creek, Roripaugh and Harveston, as well as overseeing the
development of parks and recreation facilities, and the contract for refuse and recycling, cable
television services and assessment administration.
The TCSD Maintenance Division continues to oversee the maintenance of all City parks and
facilities, and assist in all aspects of Citywide special events.
c: I WINDOWSlapsdocmettempI4801$ASQpdf79 5749 ,doc
The Recreation Division staff is currently programming for the winter/spring classes and activities
and special events.
c: I WINDOWSlapsdocmettempI4801$ASQpdf79 5749 ,doc
ITEM NO. 22
MINUTES OF A REGULAR MEETING
OF
THE TEMECULA REDEVELOPMENT AGENCY
FEBRUARY 14, 2006
A regular meeting of the City of Temecula Redevelopment Agency was called to order at 7:46
PM., in the City Council Chambers, 43200 Business Park Drive, Temecula, California.
ROLL CALL
PRESENT:
5
AGENCY MEMBERS:
Comerchero, Edwards, Roberts,
Washington, and Naggar
ABSENT:
o
AGENCY MEMBERS:
None
Also present were City Attorney Thorson and City Clerk Jones.
PUBLIC COMMENTS
No comments.
CONSENT CALENDAR
21 Minutes
RECOMMENDATION:
21.1 Approve the minutes of January 24, 2006.
MOTION: Agency Member Washington moved to approve the Consent Calendar Item No. 21.
The motion was seconded by Agency Member Roberts and electronic vote reflected
unanimous.
RDA EXECUTIVE DIRECTOR'S REPORT
No additional comment.
RDA AGENCY MEMBERS' REPORTS
No additional comment.
R:\Minutes\021406
RDA ADJOURNMENT
At 7:47 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to
Tuesday, February 28, 2006, at 5:30 P.M., for a Closed Session, with regular session
commencing at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula,
California.
Michael S. Naggar, Chairman
ATTEST:
Susan W. Jones, MMC
City Clerk/Agency Secretary
[SEAL]
R:\Minutes\021406
2
ITEM NO. 23
Approvals
City Attorney
Director of Finance
City Manager
JM.f"'"
/J~
~
TEMECULA REDEVELOPMENT AGENCY
AGENDA REPORT
TO:
Executive Director/Agency Members
FROM:
William G. Hughes, Director of Public Works/City Engineer
DATE:
February 28, 2006
SUBJECT:
Approval of the Plans and Specifications and Authorization to Solie! Bids for
Rough Grading of the Temecula Education Center - Project No. PW06-03
PREPARED BY:
Greg Butler, Principal Engineer
David McBride, Senior Engineer
RECOMMENDATION: That the Board of Directors approve the plans and specifications and
authorize the Department of Public Works to solicit construction bids for the rough grading of the
Temecula Education Center, Project No. PW06-03.
BACKGROUND: In orderto expedite completion of the overall education center, itwas
determined that City Staff should administer the rough grading component. This project (rough
grading) involves the removal and compaction of approximately 115,000 cubic yards of on site soils,
importing and compacting of roughly 660,000 cubic yards of earth to bring the site to grade, as well
as the importing and placing nearly 300,000 cubic yards of surcharge material over one third of the
site to initiate consolidation of the underlying soils. Import materials will be brought in from the
Rancho California Water District (RCWD) property located immediately northwest of the site. Per
the "Development Agreement" (DA) with the Temecula Education Center (TEC) Developer, A.G.
Kading (AGK), relocating of surcharge materials to facilitate surcharging the remainder of the site,
and eventual removal and disposal of the surcharge soils, presumably back to the RCWD site, when
adequate settlement of the site has been achieved will be the responsibility of AGK.
The plans and specifications are complete and the project is ready to be advertised for bids. The
contract documents are available for review in the office of the City Engineer. The construction cost
is estimated at $6,000,000 and is highly dependent and the method of phasing the earthwork
operations. The duration of the project is estimated to take 6 to 9 months.
Prior to or at the time of award consideration, anticipated on April 11, 2006, Staff will present
agreements with RCWD for the import materials, Pechanga for monitoring of grading activities for
cultural resources and various professional service agreements necessary to implementthe project.
FISCAL IMPACT: The funds for this capital improvement project are included in account
number 165-199-835-5804. The account includes $3,000,000, which is the Redevelopment Agency
low and moderate income set aside budgeted for affordable "for rent" units to be established as part
of the Education Center. The DA requires that the developer, AGK, construct the affordable housing
units thereby ultimately ensuring that these funds be used for affordable housing. At the time of
contract award, the Agency will be requested to authorize advancing additional RDA Affordable
Housing funds to fully fund the construction contract. These advanced funds will be reimbursed
from AGK, as stipulated in the DA, upon AGK taking ownership of the property. The transfer of
ownership will occur shortly after shortly after completion of rough grading and placement of initial
surcharge materials.
ATTACHMENTS:
1. Location Map
2. Project Description
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ITEM NO. 24
Approvals
City Attorney
Director of Finance
City Manager
V
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TEMECULA REDEVELOPMENT AGENCY
AGENDA REPORT
TO:
Executive Director/Agency Members
FROM:
Shawn Nelson, City Manager
DATE:
February 28, 2006
SUBJECT:
Approval of the 2005-06 Mid-Year Budget Adjustments
PREPARED BY:
Genie Roberts, Director of Finance
Jason Simpson, Assistant Director of Finance
RECOMMENDATION:
That the Board of Directors:
1. Adopt a resolution entitled:
RESOLUTION NO. RDA 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA AMENDING THE FISCAL YEAR 2005-06 ANNUAL
OPERATING BUDGETS
BACKGROUND: Each year a mid-year review is conducted of the Temecula
Redevelopment Agency (RDA) operating budget. The purpose of this review is to conduct an
analysis of revenues and expenditures to ensure that the Agency maintains a prudent and healthy
fiscal position. Finance Department staff has performed an analysis of revenues. Additionally,
Agency and City staff has reviewed the operating budgets and has identified any material
adjustments required.
The mid-year budget review includes the Low/Moderate Income Housing Fund, the Capital
Projects/Redevelopment Fund, and the Debt Service Fund. Activity in each fund is presented in
accordance with the following schedules:
Summary of Revenues, Expenditures, and Fund Balances: Presents a summary of prior year
and FY 2005-06 year-to-date actual activity, as well as the FY 2005-06 current and proposed budget
amounts. Also included is a schedule of beginning and estimated ending fund balances based upon
the proposed budget activity.
Revenue Detail: Presents detail of prior year and FY 2005-06 year-to-date revenues, as well as the
FY 2005-06 current and revised projected revenues.
Revenues/Expenditures:
The RDA revenues are being modified to reflect in values in line with projections based upon the
latest report from Riverside County, which includes a one-time teeter settlement of $1,216,081 as a
result of an error by the County related to supplemental tax distributions to Agency. Gross Tax
increment revenue will increase by $1,659,666 to $14,777,667 for FY2005-06, of which 20%
($331,933) will be allocated to the Low and Moderate Housing Fund as required by State Law. The
remaining $1,327,733 will be recorded in the Debt Service Fund.
However these increases are significantly offset by the increase in pass-throughs. The projected
Redevelopment Agency expenditures reflect a net increase of $926,700.
AUTHORIZED POSITIONS
No changes are proposed to the Schedule of Authorized Positions.
FISCAL IMPACT: The total proposed mid-year adjustments are reflected in the attached
schedules will result in a $401,033 increase in available resources in the Debt Service Fund, a
$2,260 increase in the Redevelopment Capital Projects Fund, and a net increase of$331 ,933 in the
Low/Moderate Income Housing Fund.
ATTACHMENTS:
Resolution No. RDA 06-
2005-06 Temecula Redevelopment Agency Mid-Year Budget
RESOLUTION NO. RDA 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE TEMECULA REDEVELOPMENT AGENCY OF THE
CITY OF TEMECULA AMENDING THE FISCAL YEAR
2005-06 ANNUAL OPERATING BUDGETS
THE BOARD OF DIRECTORS OF THE TEMECULA REDEVELOPMENT
AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. That the purpose of this review is to conduct an analysis of
revenues and expenditures to ensure that the RDA maintains a prudent and healthy
fiscal position.
Section 2. Each year a mid-year review is conducted of the Temecula
Redevelopment Agency (RDA) operating budget.
Section 3. That the mid-year review has been completed and the
recommended adjustments are reflected in the attached schedules, hereto as Exhibit A.
Section 4. That the Fiscal Year 2005-06 RDA operating budget is amended in
accordance with the attached schedules.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Redevelopment Agency of the City of Temecula this 28 day of February , 2006.
Mike Naggar,Chairperson
ATTEST:
Susan W. Jones, MMC
City Clerk/Board Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula
Redevelopment Agency of the City of Temecula, do hereby certify that the foregoing
Resolution No. RDA 06- was duly and regularly adopted by the Board of Directors of
the Temecula Redevelopment Agency of the City of Temecula at a meeting thereof held
on the 28 day of February, 2006, by the following vote:
AYES:
BOARD MEMBERS:
NOES:
BOARD MEMBERS:
ABSENT:
BOARD MEMBERS:
ABSTAIN:
BOARD MEMBERS:
Susan W. Jones, MMC
City Clerk/Board Secretary
2005.. 06
REDEVELOPMENT AGENCY
FUNDS
MID.. YEAR BUDGE T
TEMECUI.A REDEVElOPMENT AGENCY
SUMMARY OF REVENUES, EXPENDITURES, AND OiANGE IN FUND BAlANCES
2005-06 MIDYEAR PROJECTION
2004~O5 2005-06 2005-06 2005-06
Audited Current YTD Revised
Actuals BudQet Actuals BudQet
Total RevenueS by Fund:*
low/Moderate Incoin'e Housing 2,994,247 3,051,270- 1,828,044 3,383,203
Redevelopment 1,391,824 2,136,800 1,617,473 2,139,060
Debt service 10.178.798 10.541.800 6.607.007 11.869,533
Total Revenues 14.564.869 15,729.870 10.052.524 17,391.796
Total Non~aP Expenditures by -Fund:
low/MOderate Income Housing 1,099,884 9,818,147 771,763 9,818,147
Redevelopment 1,892,702 359,036 . 1;892,702
Debt Service 9.699.519 9.217.495 5.861.573 10.144.195
Total Expenditures 10.799.403 20.928,344 6.992.372 21.855.044
Excess of Revenues Over (Under) **
Expenditures 3,76S,466 (5,198,474) 3,060,152 (4,463,248)
other Flnahdng SOurces:
TranSfers In (Out) (S,975.0101 (4,311.756) (2.667.595) (4.311.7561
Excess of ReVenues and Other Rnailtfng
Sources OVer (Under) Expenditures (2.209.544) (9,510,2301 392.S57 (8.775.0041
* Transfer of $2,097,100 is inCluded between these funds
** Excess revenues over expenditures a're programmed and budgeted in the CapItal Improvement Program;.
Proposed
Increase
(Decrease)
331,933
2,260
1.327.733
1.661.926
926.700
926.700
735,226
735,226
%
InCrease
(DeCrease)
10.9%
0.1%
12.6%
0.0%
0.0%
10.1%
REDEVELOPMENT AG"ENCY
REVENUE DETAIL
FY 2005-06 MID-YEAR BUDGET
ACCT FY 04-05 FY05-06 FY05-06 FY 05-06 CHANGE %
YTD rrn 12131/05 CURRENT REVISED
NO 165 LOWlMOD HOUSING FUND ACTUALS ESTIMATES ESTIMATES IN EST CHANGE
4015 -Tax Increment 2,532,770 1,645,588 2,623,600 2,955,533 331,933 12.7%
4051 -Donations- 5,350
4060 -Miscellaneous 10,032 1,000 1,000
4065 -Investment Interest 192,582 111,033 200,670 200,670
4066 -Loan Interest 12,005 4,324 5,000 5,000
4075 -Rental Income 50,000 121,000 121,000
4076 -ReimburSemerits 4,903
4077 -Forgivable Loan Repayment .146,190 67,099 100,000 100,000
4080 ~ReilTlbursement-Cottages of Old TOwn 40,415
TOTAL LOWIMODHOUSING FUND 2994,247 1 828 044 3,051,270 3,383,203 331,933 10.9%
ACCT FY04-Q5 FYOS:-06 FY05-06 FY 05-06 CHANGE %
YrD rrn 12131/05 CURRENT REVISED
NO 280 REOEVELOPMENT:FUND ACTUALS ESTIMATES ESTIMATES IN EST CHANGE
4025 -Grants 250,000
405.1 -Donations
4058 -Miscellaneous
4060 -Miscellaneous Non Taxable 2,686 69 60 60
4062 ~ecovery of Prior Year Expenses 2,237 2,200 2,200
4065 -Investment Interest 104,075 20,796 25,000 25,000
4066 -Loan Interest 11,874 5,873 , 11,800 11,800
4072 -Sale of Property
4075 -Rental Income 2,899 1,448 2,900 2,900
4076 -Relrilburs'ements 190 ,
4077 -Forgivable, Loan RepaYrilent
4090 -Ope~ting Transfers In 1,020,100 1,587,050 2,097,100 2,097,100
4094 -Legal Settlement
4550 -Gain on Assets
TOTAL REDEVELOPMENT FUND 1,391,824 1,617,473 2,136800 2139060 2,260 0;1%
ACCT FY 04..05 FY05-06 , FY 05..06 FY05-06 CHANGE %
vtbfRl_12131/05 CURRENT REVISED
NO 380 DEBT SERVICE FUND ACrUALS ESTIMATES ESTIMATES IN EST . CHANGE
4015 -TaX Increment 10,131,080 6,582,353 10,494,400 11,822~133 1 ,327,733 12.7%
4065 -Inve:sttnentlntei'est 47,718 24;654 -47,400 47,400
4092 -Deferred Passthrough
4093 ~Advances from Other Funds
4800 -Bond Proceeds
,
TOTALDEBTSERVICE FUND 10,178,798 6,607,007 10,541;800 11,869 533 1 ,327,733 12.6%
TEMEcULA REDEVELOPMENT AG~NCY
SUMMARY OF REVENUES, EXPENDITURES, AND CHANGE IN FUND BALANCES
2005-06 PROJECTION
RDA LOW/MOD HOUSING FUND
2004-05 2005-06 2005~6 200S~6 Proposed %
Audited Current YTD Revised Increase Increase
Actuals Budtlet Actuals Budaet (Oecrease) (Decrease)
-Total Revenues 2,994;247 3,051,270 1,828,044 3,383,203 331,933 18.2%
Total Expenditur~ 1,099.884 9.818.147 771,763 9.818.147 0.0%
Excess of Revenues Over (Under)
Expenditures 1,894;3-63 (6,766,8n) 1~O56,281 (6,4:34,944) 331,933
Operating Transfers Out
Excess of Revenues Over (Uilder)
Expenditures and Operating
Transfers Out 1,894,363 (6,766,877) 1,056,281 (6,434,944) 331,933
Fund Balance, Beg. Of Year 8.528.701 10.423.064 10.423,064 10.423,064
Fund Balance, En~ of Year 10.423.064 3,656,187 11.479.345 3,988,120
./
TEMECULA REDEVELOPMENT AGENCY
SUMMARY OF REVENUES, EXPENDITURES, AND CHANGE U\I FUND BAlANCES
2005-06 PROJECTION
RDA CAPITAl PROJECTS FUND
Total Revenues
Total Expenditores
Exc~ss of Revenues Over (Under)
Expenditures
Operating Transfers Out
Excess Of Revenues OVer (Under)
Expenditures and Operating
Transfers Out
Fund Balance, !leg. of Year
Fund Ba/a'nce, End-of Year
2004-05
Audited
Actuals
2005~O6 2005-06 2005-06 PropoSed %
CUrrent YTD Revised Increase Increase
BudCiet Actuals BudQet (Decrease) (Decrease)
ZI136,800 1,617A73 2,139,060 2,260 0.1%
L892.702 359.036 1.892.702 0,0%
244,098 1,258,437 246,358 2,260
2.214.656 1,080.545 2,214,656
1,391,824
1,391,824
5.975.010
(4,583,186) (1,970,558) 177,892 (1,968,298) 2.260
8.601.025 4.017,839 4.017.839 4.017.839
_ _ 4;017.839_ 2.047.281 4.195.731 2.049.541
ITEM NO. 25
TO:
FROM:
DATE:
SUBJECT:
Approvals
City Attorney
Director of Finance
City Manager
~
11ft
9g
CITY OF TEMECULAlTEMECULA REDEVELOPMENT AGENCY
AGENDA REPORT
Executive Director/City Manager
Agency Members/City Council
John Meyer, Redevelopment Director
February 28,2006
Third Amendment to the Disposition and Development Agreement for the
Temecula Education Center
RECOMMENDATION:
That the City Council/Temecula Redevelopment Agency:
1. That the City Council adopt a resolution entitled:
RESOLUTION NO. 06-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING A THIRD AMENDMENT TO THE
DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN
AND AGK GROUP, LLC, FOR THE TEMECULA EDUCATIONAL
COMPLEX
2. That the Temecula Redevelopment Agency adopt a resolution entitled:
RESOLUTION NO. RDA 06-_
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA APPROVING A THIRD AMENDMENT TO THE
DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA
AND AGK GROUP, LLC, FOR THE TEMECULA EDUCATIONAL
COMPLEX
3. That the City Council adopt a resolution entitled:
RESOLUTION NO. 06-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA PROVIDING FOR THE RELOCATION OF A PORTION
OF THE FAIRY SHRIMP HABITAT FROM THE TEMECULA
EDUCATION CENTER PROJECT SITE TO MARGARITA
COMMUNITY PARK
BACKGROUND: Over the past few months, staff and the AGK Group have been
evaluating the best method to move forward with the mass grading of the campus site. The
extensive soil remediation and the Fairy Shrimp issues have made it necessary to consider having
the Agency move forward with managing the mass grading of the site, as well as the relocation of
the Fairy Shrimp.
As proposed, the Public Works Department will manage the mass grading and soil remediation
project for the Education Center. As currently projected, the grading activity will start on the site
around May 1 ,2006. The grading process will bring the entire site up to finish grade and will place
the first phase surcharge on the pad location of the educational towers. This portion of the work is
anticipated to be finished this fall. At that point the AGK Group will be given 90 days to acquire the
property. Upon acquisition, the AGK Group will relocate the first phase surcharge to other locations
within the project site for subsequent surcharging and begin constructing the onsite and off site
improvements.
It is recommended that the Disposition and Development Agreement (DDA) will need to be
amended in the following manner:
1. The Agency would move forward with managing and paying for the mass grading of
the campus site. The current estimate of this work is approximately $5 million. The
AGK Group will agree to allow the Agency to use their grading plans, soil reports and
any of the plans necessary to complete the mass grading, so no additional costs will
be incurred for the plans, which will expedite the project.
2. The major milestones contained in the current DDA for property acquisition will
remain significantly the same. In order to acquire the property, the AGK Group will
still need to have approved construction plans, private financing in place and 50% of
the Educational Towers pre-leased.
3. At the time of acquisition, the AGK Group will also have to reimburse the Agency the
amount of the grading costs that exceeds the Agency $3 million affordable housing
contribution. For example: If the mass grading costs $5 million, the City would be
reimbursed $2 million. Therefore, the City would not exceed its original commitment
of $3 million from the housing fund.
4. The AGK Group would be required to acquire the property within 90 days of the City
finishing the mass grading and initial surcharge. The AGK Group will be acquiring
the entire site all at the same time. An additional90-day extension may be provided
at the sole discretion of the City Manager.
5. To accommodate the timing of construction loans for development of the later
phases, the pre-leasing requirement for the retail buildings and child care site are
being deferred from acquisition to issuance of building permits. Because building 9
is the ground floor of a mixed use product, it will be exempted from the pre-lease
requirement.
6. Because the mass grading supports a very specific site plan, the amendment
includes language that require the AGK Group, at the discretion of the Agency, to
sell the architectural, engineering and related plans necessary to complete the
project should the AGK Group not move forward with the project.
7. As provided in the current DDA, the AGK Group will hold harmless the Agency and
accept the property as is.
In order to resolve the Fairy Shrimp issue, the City will need to designate approximately a half acre
of land at the undeveloped portion of Margarita Community Park as the location of reestablished
habitat. A resolution providing for this relocation and authorizing the City Manager to take all actions
necessary to commence with this work has been attached to the staff report. This half acre will
remain in perpetuity as a receiver site for the Fairy Shrimp.
CONCLUSION: Although his proposal will require the Agency to spend additional funds up
front, staff believes it places the AGK Group in the best position to move forward with the project
while safeguarding the Agency's investment and ownership position.
FISCAL IMPACT: The Redevelopment Agency's Affordable Housing Fund currently has
sufficient funds to increase the initial contribution from $3 million to $5 million. We expect the $2
million reimbursement within 12 months at the time that the property is acquired by the AGK Group.
If reimbursed in this time period, there should be no significant impact to the Agency's housing
efforts. However, if the reimbursement is delayed, some projects may be delayed to FY 07-08.
ATTACHMENTS:
Attachments
THIRD AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS THIRD AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
(the "Amendment") is dated as of February 28, 2006 and is entered into by and between the
REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and
politic ("Agency") and AGK GROUP, LLC, a California limited liability company ("Developer").
RECITALS
A. Agency and Developer entered into a Disposition and Development Agreement
dated March 16, 2004, an Amendment to Disposition and Development Agreement dated
September 14, 2004, and a Second Amendment to Disposition and Development Agreement
dated December 7, 2004 (collectively, the "DDA") which provided for, among other things, the
sale of certain land and improvements by Agency to Developer (the "Property"), a loan by
Agency to Developer to be used for the development of a portion of the Property as an
affordable rental project (the "Agency Loan") and the execution, delivery and recordation of a
Regulatory Agreement between Agency and Developer (the "Regulatory Agreement").
Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the
DDA.
B. Agency and Developer have agreed to further modify the DDA as hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing recitals and other consideration,
the adequacy of which is hereby acknowledged, Agency and Developer hereby agree as
follows:
1. DDA Modifications. The DDA is hereby modified as follows:
(a) Exhibit "D" (Schedule of Performance) to the DDA is hereby revised to
provide that the latest date (or "deadline") for the Close of Escrow all Phases and Subphases of
the Property shall be ninety (90) days after the Agency notifies Developer in writing that the
work described on Exhibit "A" to this Third Amendment has been completed, as determined by
the Director of Public Works of the City. However, the City Manager, at his sole discretion, may
extend such 90-day period, up to an additional 90 days. All Phases of the Property must be
acquired by the Developer at the same time.
(b) The second sentence of Section 3.1 is hereby deleted.
(c) The first two sentences of Section 3.3 are hereby deleted.
(d) Section 3.4 of the DDA is hereby deleted and replaced with the following:
"Section 3.4 Closinq Date: Preliminarv Site Development Work. The latest date
for a Close of Escrow (defined in Section 3.5 below) for each Phase and Subphase is described
in the Schedule of Performance. Upon written demand by Agency in its sole and absolute
discretion, Developer shall assign to Agency all of Developer's rights with respect to the plans,
contracts and reports relating to the preliminary site development work for the Property that are
referred to or described in Agency's demand notice. If the Agency exercises its discretion to
purchase any plans, contracts or reports, Agency shall, promptly after receipt of reasonable
evidence of costs, reimburse Developer its actual out-of-pocket cost for such plans, contracts
and reports, but not in excess of the following:
February 13, 2006
$850K
$400K
$400K
$300K
$165K
$80K
$60K
$2.255K
Architectural
Structural
Civil
Mechanical
Electrical
Landscaping
Signage and Lighting
Total
Agency shall perform the work described on Exhibit "A" to the Third Amendment
of Disposition and Development Agreement (the "Agency Work") prior to Close of Escrow, but
the Close of Escrow shall be conditioned upon the Developer's reimbursement to the Agency of
all costs and expenses incurred by the Agency to perform such preliminary site development
work that exceed Three Million Dollars ($3,000,000.00).
(e) Agency hereby acknowledges receipt of the Initial Deposit of $100,000 and
the Additional Deposit of $100,000, which shall hereafter collectively constitute the "Deposit."
(f) The third, fourth and fifth paragraphs of Section 3.3 of the DDA are hereby
deleted and are replaced with the following paragraphs:
In the event that the Close of Escrow has not occurred by the deadline described
in the Schedule of Performance, then this Agreement shall terminate, and the Agency shall
retain the entire Deposit as liquidated damages.
IT IS HEREBY AGREED THAT IF DEVELOPER FAILS TO TIMELY COMPLETE THE
PURCHASE OF THE PROPERTY FOR ANY REASON (OTHER THAN MATERIAL DEFAULT
BY THE AGENCY) BY THE DEADLINE DESCRIBED IN THE SCHEDULE OF
PERFORMANCE, THE DEPOSIT SHALL BE NON-REFUNDABLE AND AGENCY SHALL BE
ENTITLED TO RETAIN THE DEPOSIT, WHICH SHALL BE ACCEPTED BY AGENCY AS
LIQUIDATED DAMAGES AND AS AGENCY'S SOLE AND EXCLUSIVE RIGHT AND REMEDY
FOR SUCH FAILURE. AGENCY AND DEVELOPER HEREBY STIPULATE AND AGREE
THAT THE AMOUNT OF THE DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF
THE COSTS AND DAMAGES TO AGENCY THAT WOULD RESULT FROM DEVELOPER'S
FAILURE TO TIMELY PURCHASE THE PROPERTY AND THAT IT WOULD BE
IMPRACTICAL OR IMPOSSIBLE TO CALCULATE OR DETERMINE THE ACTUAL DAMAGES
THAT AGENCY WOULD SUFFER UPON DEVELOPER'S FAILURE TO TIMELY PURCHASE
THE PROPERTY AND FAILURE TO THEREAFTER BECOME BOUND TO COMPLY WITH
THIS AGREEMENT WITH RESPECT TO THE PROPERTY. DEVELOPER DESIRES TO
LIMIT THE DAMAGES AND COSTS FOR WHICH IT MIGHT BE LIABLE HEREUNDER AS A
RESULT OF SUCH FAILURES, AND BOTH AGENCY AND DEVELOPER DESIRE TO AVOID
THE COSTS AND DELAYS OF LITIGATION.
AGENCY INITIALS
DEVELOPER INITIALS
(g) Exhibit "B" (Scope of Development) attached to the DDA is hereby amended
by deleting the first sentence thereof and replacing it with the following sentence:
February 13, 2006
2
"Within ten (10) calendar months after the Close of Escrow, the Developer will
install all offsite improvements and complete all soil remediation and grading (including, without
limitations, over-excavation and recompaction) for the entire Project (i.e., both Phases 1 and 2,
including all Subphases).
(h) Satisfaction of each of the conditions in Section 3.5 shall be a condition to the
Close of Escrow, and the following is hereby added to such conditions: "(ixx) Developer's
delivery to Agency not earlier than two (2) business days prior to the Close of Escrow, of a full
and complete release of the Agency and City, which must be with respect to the condition of the
Property together with a written representation, warranty and acknowledgement that the
Developer has fully inspected the Property, the Agency Work and the soils conditions on the
Property and accepts them in their "as-is" condition, without representation or warranty, express
or implied, which must be acceptable in all respects to the Agency and City."
(i) Condition (xiii) of Section 3.5 is hereby amended by adding Buildings 6,7 and
8 to the buildings excepted from the pre-leasing condition/requirement. Additionally, Developer
hereby covenants, as part of the DDA, to deliver to the Agency copies of executed leases
acceptable to the Agency with tenants acceptable to the Agency for at least fifty percent (50%)
of the rentable area of buildings 6, 7 and 8 to be constructed on or before the date on which
building permits are issued for such buildings, and satisfaction of such pre-leasing requirements
for such buildings are hereby made a condition of the issuance of such building permits. If the
foregoing condition is not enforceable, then the Developer agrees for the benefit of the City as a
third party beneficiary of this sentence, that the City may impose such condition upon the
issuance of such building permits and Developer will not challenge such conditions imposed by
the City. There shall not be any pre-leasing closing condition or pre-leasing permit condition for
building 9.
OJ Exhibit F (Schedule of Purchase Prices) attached to the DDA is hereby
amended as follows:
EXHIBIT F
SCHEDULE OF PURCHASE PRICES
Phase
Purchase Price
1A
1B
1C
1D
2A
2B
2C
2D
2E
2F
2G
2H
Total
$1,078,000
$ 171,300
$ 341,300
$ 963,000
$ 224,100
$ 173,000
$ 261,600
$ 57,600
$ 143,000
$ 168,500
$ 66,800
$ 151.800
$3,800,000
2. General Provisions.
3
February 13, 2006
(a) This Amendment constitutes the entire agreement between the parties
pertaining to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties with respect to the subject matter hereof. This Amendment may
not be modified, amended, supplemented, or otherwise changed, except by a writing executed
by both parties hereto.
(b) No failure or delay by any party in the exercise of any right hereunder
shall constitute a waiver thereof, nor shall any single or partial exercise of any such right
preclude other or further exercise thereof, or any other right.
(c) This Amendment may be executed in two or more counterparts and by
different parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed an original and all of which, when taken together, shall constitute one
and the same instrument.
(d) This Amendment shall be deemed to be a contract made under the laws
of the State of California and for all purposes shall be governed by and construed in accordance
with the laws of the State of California.
(e) If a dispute arises under or in connection with this Amendment (including,
without limitation, the enforcement or interpretation of this Amendment), the prevailing party (as
determined by the trier of fact) shall be entitled to recover its reasonable attorneys' fees and
costs from the other party.
4
February 13, 2006
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the
day and year first above written.
AGK GROUP, LLC,
a California limited liability company
By:
Name:
Title:
TEMECULA REDEVELOPMENT AGENCY,
a public body, corporate and politic
By:
Name:
Title:
ATTEST:
Susan W. Jones, CMC
City Clerk/Agency Secretary
Michael Naggar
Redevelopment Agency Chairperson
APPROVED AS TO FORM:
Peter Thorson, Agency Counsel
5
February 13, 2006
February 13, 2006
EXHIBIT "A"
DESCRIPTION OF AGENCY
SOIL PREPARATION AND GRADING WORK
[ Attached.]
EXHIBIT "A"
AGENCY WORK
DESCRIPTION OF AGENCY
SOIL PREPARATION AND GRADING WORK
The Agency Work consists of administering the various contracts necessary to mass grade the entire
Property as indicated on City of Temecula Grading Plan LD05-l26GR and to place the First Phase
Surcharge in the southeast third of the Property (principally the educational towers and utility corridors
serving the educational towers). The grading will follow the recommendations as set forth in the soils
report prepared by Van Beveren & Butelo, Inc. dated May 13, 2005.
Mass Grading
The mass grading consists of all necessary work required to deliver the Property as shown on Grading
Plan LD05-l26GR, prepared by RBIConsultants . The Agency shall ensure that the grading operations
are performed, monitored, inspected and certified by the various agencies and profession consultants
including but not limited to surveyors, soils engineering, paleontologist, and archeologist. More
specifically the mass grading consists of:
D Over excavation and recompaction ofthe entire Property shown on said Grading Plan two feet
(2') in depth (or as directed by the soils engineer) to prepare the Property to receive fill.
D Import and compact an estimated 660,000 cubic yards of soil from the Rancho California Water
District property to fill the Property to the grades shown on said Grading Plan. The areas of the
Property within the Flood Way shall be compacted to 95% relative compactions. The areas
outside the Flood Way shall be compacted to a minimum of 90% relative compaction.
D Placement of settlement monitoring devices.
First Phase Surcharge
The First Phase Surcharge consists of importing soil from the adjacent Rancho California Water District
property and placing the soil in the education tower area and east to Diaz Road to accelerate settlement
ofthe utilitycorridors . The surcharge is estimated to include approximately 300,000 cubic yards of soil
placed to a depth equivalent to the fill as suggested in the V an Beveren & Butelo, Inc. soils report.
Completion
After placement of the First Phase Surcharge and completion ofthe mass grading, the Director of Public
Works shall evaluate the work and make a determination that the mass grading is complete and that the
First Phase Surcharge has been placed with monitoring stations installed. If deemed complete in the
opinion ofthe Agency Director of Public Works the Agency wll notify the Developer in writing that the
work described herein has been completed. It is estimated that the work will be completed late in the last
quarter of 2006.
The Agency Work does not include the removal ofthe First Phase Surcharge; the subsequent placement
or removal of surcharge for the remainder ofthe Property; the payment for use ofthe grading plans,
soils recommendations or reimbursement for other Developer costs.
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF TEMECULA APPROVING A THIRD
AMENDMENT TO THE DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE
CITY AND AGK GROUP, LLC, A CALIFORNIA
LIMITED LIABILITY COMPANY FOR THE
TEMECULA EDUCATION COMPLEX
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY
RESOLVE AS FOLLOWS:
Section 1. The City Council hereby finds, determines and declares that:
A. Agency and AGK Group, LLC, ("Developer") have entered into a
Disposition and Development Agreement dated as of March 16,2004, as amended on
September 14, 2004 and December 7,2004, ("DDA") which provided for, among other
things, the City's contribution to Developer of certain real property described therein (the
"Property") for the purpose of pursuing the development of a mixed use development
incorporating affordable housing, higher education and retail located on a 31 acre site at
the northwest corner of Diaz Road and Dendy Lane. Capitalized terms uses herein but not
defined shall have the meaning set forth in the DDA.
B. Agency and Developer desire to clarify and modify some ofthe
terms ofthe DDA so as to address soils issues on the Property.
C. The approval of this Third Amendment by the Agency constitutes
an action by the Agency to authorize the City of Temecula Public Works Department to
manage the mass grading and soil remediation proj ect for the Education Center.
D. On February 20,2006 the Board of Directors ofthe
Redevelopment Agency of the City of Temecula and the City Council held a duly noticed
joint public hearing at which all persons had the opportunity to address the Agency and
the Council on the Third Amendment.
Section 2. The City Council hereby approves that certain agreement entitled
"Third Amendment to Disposition and Development Agreement" between the Agency and
AGK Group, LLC, with such changes in each document as may be mutually agreed upon by
the Developer and the Executive Director as are in substantial conformance with the form of
such Agreement which on file in the Office ofthe City Clerk.
Section 3. On June 28, 2005 the City Council adopted Resolution No. OS-_
which approved a Third Amendment the Disposition and Development Agreement. The
parties did not finalize such an amendment to the Disposition and Development Agreement
c:\ WINDOWS\apsdoc\nettemp\15748\$ASQpdf795668.DOC
atthat time. Therefore, Resolution No. 05-_ is hereby repealed and of no further force and
effect.
Section 4.
The City Clerk shall certify the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED by the City Council of the City of
Temecula at a regular meeting held on the 28th day of February, 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
c:\ WINDOWS\apsdoc\nettemp\15748\$ASQpdf795668.DOC
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan Jones, MMC, City Clerk of the City of Temecula, do hereby certify that
Resolution No. 06- was duly and regularly adopted by the City Council ofthe City of
Temecula at a regular meeting thereof, held on the 28th day of February 2006, by the
following vote, to wit:
AYES:
COUNCILMEMBERS:
NOES:
COUNCILMEMBERS:
ABSENT:
COUNCILMEMBERS:
ABSTAIN:
COUNCILMEMBERS:
Susan W. Jones, MMC
City Clerk! Agency Secretary
c:\ WINDOWS\apsdoc\nettemp\15748\$ASQpdf795668.DOC
RESOLUTION NO. RDA NO. 06-
A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE REDEVELOPMENT AGENCY OF THE CITY
OF TEMECULA APPROVING A THIRD
AMENDMENT TO THE DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE
AGENCY AND AGK GROUP, LLC, A CALIFORNIA
LMITED LIABILITY COMPANY FOR THE
TEMEUCLA EDUCATION COMPLEX
THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF
THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The Board of Directors ofthe Redevelopment Agency of the City of
Temecula hereby finds, determines and declares that:
A. Agency and AGK Group, LLC, ("Developer") have entered into a
Disposition and Development Agreement dated as of March 16,2004, as amended on
September 14, 2004 and December 7,2004 ("DDA") which provided for, among other
things, the City's contribution to Developer of certain real property described therein (the
"Property") for the purpose of pursuing the development of a mixed use development
incorporating affordable housing, higher education and retail located on a 31 acre site at
the northwest corner of Diaz Road and Dendy Lane. Capitalized terms uses herein but not
defined shall have the meaning set forth in the DDA.
B. City and Developer desire to clarify and modify some of the terms
ofthe DDA so as to address soils issues on the Property.
C. The approval of this Third Amendment by the Agency constitutes
an action by the Agency to authorize the City of Temecula Public Works Department to
manage the mass grading and soil remediation proj ect for the Education Center.
D. On February 20,2006 the Board of Directors ofthe
Redevelopment Agency of the City of Temecula and the City Council held a duly noticed
joint public hearing at which all persons had the opportunity to address the Agency and
the Council on the Third Amendment.
Section 2. The Board of Directors ofthe Redevelopment Agency ofthe City
of Temecula hereby approves that certain agreement entitled "Third Amendment to
Disposition and Development Agreement" between the Agency and AGK Group, LLC,
with such changes in each document as may be mutually agreed upon by the Developer
and the Executive Director as are in substantial conformance with the form of such
Agreement which on file in the Office ofthe Agency Secretary. The Chairperson of the
c:\ WINDOWS\apsdoc\nettemp\9528\$ASQpdf795669 DOC
Agency is hereby authorized to execute the Agreement, including related exhibits and
attachments on behalf ofthe Agency. A copy of the final Agreement when executed by
the Agency Chairperson shall be placed on file in the Office ofthe Secretary of the
Agency.
Section 3. The Executive Director of the Agency (or his designee), is hereby
authorized, on behalf ofthe Agency, to take all actions necessary and appropriate to carry
out and implement the Agreement and to administer the Agency's obligations, respon-
sibilities and duties to be performed under the Agreement and related documents,
including but not limited to the Promissory Note, Deed of Trust, Regulatory Agreement,
acceptances, escrow instructions, certificates of completion and such other implementing
agreements and documents as contemplated or described in the Agreement.
Section 4. On June 28, 2005 the Agency Board adopted Resolution No. 05-_
which approved a Third Amendment the Disposition and Development Agreement. The
parties did not finalize such an amendment to the Disposition and Development Agreement
atthat time. Therefore, Resolution No. 05-_ is hereby repealed and of no further force and
effect.
Section 5.
Resolution.
The Secretary of the Agency shall certify the adoption of this
PASSED, APPROVED AND ADOPTED by the Board of Directors ofthe Redevel-
opment Agency of the City of Temecula at a regular meeting held on the 28th day of
February, 2006.
Mike Naggar, Chairperson
ATTEST:
Susan W. Jones, MMC
City Clerk! Agency Secretary
[SEAL]
c:\ WINDOWS\apsdoc\nettemp\9528\$ASQpdf795669 DOC
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan Jones, MMC, Secretary of the Redevelopment Agency of the City of
Temecula, do hereby certify that Resolution No. RDANo. 06- was duly and regularly
adopted by the Board of Directors ofthe Redevelopment Agency ofthe City of Temecula at a
regular meeting thereof, held on the 28th day of February, 2006, by the following vote, to
wit:
AYES:
BOARDMEMBERS:
NOES:
BOARDMEMBERS:
ABSENT:
BOARDMEMBERS:
ABSTAIN:
BOARDMEMBERS:
Susan W. Jones, MMC
City Clerk! Agency Secretary
c:\ WINDOWS\apsdoc\nettemp\9528\$ASQpdf795669 DOC
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF TEMECULA PROVIDING FOR THE
RELOCATION OF A PORTION OF THE FAIRY
SHRIMP HABITAT FROM THE TEMECULA
EDUCATION CENTER SITE TO MARGARITA
PARK
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE
AS FOLLOWS:
Section 1.
and declares that:
The City Council of the City of Temecula hereby finds, determines
a. On March 16, 2004, the Redevelopment Agency ofthe City of
Temecula and AGK Group, LLC, entered into a Disposition and Development
Agreement for the development of a mixed-use project on approximately 31 acres located
at the northwest corner of Diaz Road and Dendy Lane ("Site"). The Disposition and
Development Agreement provides for the sale of the Campus Project Site by the Agency
to AGK Group and the development of affordable housing, higher education facilities,
and retail uses on the Site ("Campus Project").
b. On July 12, 2005, the City and AGK Group, LLC entered into a
Development Agreement which, among other things, vested the land use entitlements for
the proposed development for the Campus Project.
c. As part ofthe Habitat Evaluation and Acquisition Negotiation
Process for the Campus Project required by the Western Riverside Multiple Species
Habitat Conservation Plan, the City identified a small fairy shrimp habitat consisting of
approximately 4,300 square feet of soil on the Site.
d The mitigation for the fairy shrimp habitat found on the Site
consists ofthe removal of approximately six or more inches of soil from the designated
habitat area on the Site and the transfer ofthat habitat soil to an open space portion of
Margarita Park, pursuant such protocols, conditions and requirements as may be imposed
by the Fish and Wildlife Service and other resources agency with jurisdiction over the
habitat and transfer ("Habitat Relocation").
Section 2. The City Council of the City of Temcula hereby approves the
Habitat Relocation from the Site to Margarita Park, accepts the habitat soil, and
designates Margarita Park as the site ofthe Habitat Relocation.
Section 2. The City Manager is hereby authorized on behalf of the City to
take such actions as may be necessary or convenient to effectuate the Habitat Relocation
from the Site to Margarita Park. Such authority includes, but is not limited to, the
expenditure of such City funds as are necessary or convenient for the Habitat Relocation,
C:\WINDOWS\apsdoc\nettemp\10268\$ASQpdf795670DOC875079.1 February 16, 2006
accepting reimbursements for such expenditures from the Redevelopment Agency ofthe
City of Temecula, entering into such agreements as are necessary or convenient for the
completion ofthe Habitat Relocation, and granting or accepting on behalf ofthe City
such conservation easements as may be necessary or convenient for the Habitat
Relocation.
Section 3. The City Council finds that the Habitat Relocation and the
measures necessary to effectuate it are exempt from the provisions of the California
Environmental Quality Act pursuant to 14 Cal. Code Regs. Section 15333 as such actions
are required to assure the maintenance, restoration, enhancement and protection of habitat
for fish, plants or wildlife. Additionally, the City Council further finds that the Habitat
Relocation and the measures necessary to effectuate it are exempt from the provisions of
the California Environmental Quality Act pursuant to 14 Cal. Code Regs. Sections 15304
(minor alterations ofland), 15307 and 15308 (actions taken to assure the maintenance,
restoration or enhancement of a natural resource for protection ofthe environment),
15313 (acquisition ofland for fish and wildlife conservation purposes), and 15317
(establishment of land to be maintained for open space purposes).
Section 3.
The City Clerk shall certify to the adoption ofthis Resolution.
PASSED, APPROVED AND ADOPTED, by the City Council of the City of
Temecula at a regular meeting held on the 28th day of February, 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
C:\WINDOWS\apsdoc\nettemp\10268\$ASQpdf795670DOC875079.1 February 16, 2006
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) SS
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, California, do
hereby certify that Resolution No. 06-_ was duly and regularly adopted by the City
Council of the City of Temecula at a regular meeting thereof held on the 28th day of
February, 2006 by the following vote:
AYES:
COUNCILMEMBERS:
NOES:
COUNCILMEMBERS:
ABSENT:
COUNCILMEMBERS:
ABSTAIN:
COUNCILMEMBERS:
Susan W. Jones, MMC
City Clerk
C:\WINDOWS\apsdoc\nettemp\10268\$ASQpdf795670DOC875079.1 February 16, 2006
ITEM NO. 26
Approvals
City Attorney
Director of Finance
City Manager
J#.f""
/1/2
L/
TEMECULA REDEVELOPMENT AGENCY
AGENDA REPORT
TO:
Executive Director/Agency Members
FROM:
John Meyer, Redevelopment Director
DATE:
February 28,2006
SUBJECT:
Redevelopment Departmental Monthly Report
Attached for your information is the monthly report as of February 28,2006 for the Redevelopment
Department.
First Time Homebuvers ProQram
Funding in the amount of $100,000 is available for FY 05 -06.
Residential Improvement Proqrams
The program budget for FY 05-06 is $250,000, with $241,000 funded on 42 units. The amount
available to each participant increased from $5,000 to $7500.
Habitat for Humanity
Council entered into a Disposition and Development Agreement (DDA) with Habitat for Humanity to
develop a home-ownership project within the Pujol Neighborhood. The project located on the
northwest corner of Pujol and First Streets, will consist of 5 new single-family detached homes. The
houses are arranged along Pujol Street and a private lane. Habitat has resubmitted final grading
plans, street improvements and final map to Public Works for review.
On September 13, 2005, the Council amended the DDA to increase funding for the offsite
improvements and contribute an additional lot that will yield two additional home sites.
Dalton Mixed-Use
On May 28, the Council approved an Owner Participation Agreement with D'Alto Partners to build a
mixed-use affordable housing project. The project will consist of 24 units over 5,000 sq. ft. of
retail/commercial. The project is located on the north side of Fifth Street, west of Mercedes.
Vertical construction has began with the installation of vertical steel.
Facade Improvement/Non-ConforminQ SiQn ProQram
The following facade improvement/sign projects are in process or have recently been completed:
. The Banquet Room
Design and install two wood signs
D The Wine Sellars
Design and Install 2 wood sandblasted signs,
Fayade exterior enhancements.
D European Cafe
Design and Install Five Wood Sandblasted Signs
D Truffles and Lace Tea Parlor
- Design and Install Three Wood Signs.
Old Town Promotions/MarketinQ
BlueQrass Festival
The Bluegrass Festival will be held in Old Town Temecula on March 18 & 19, 2006. This year's line
up includes Bluegrass Etc., Roadside Cafe, Witcher Brothers, Silverado the Lampkin Family, 117
West, Donner Mountai and the Mill Creek Boys.
The Bluegrass Festival is one of the most popular, second only to the car shows. Pickers can find a
place to jam anywhere along the rustic streets of Old Town Temecula. Scheduled workshops on the
mandolin, fiddle, guitar and banjo are held each day and are also free. Organized jam sessions with
host bands are also part of the event. The event also includes food and craft vendors.
Other upcoming events will include the Painted Parasol Music Festival, April 22, Western Days, May
20 & 22 and the Street Painting Festival, June 24 & 25.
ITEM NO. 27
MINUTES OF A REGULAR MEETING
OF THE TEMECULA PUBLIC FINANCING AUTHORITY
NOVEMBER 22, 2005
A regular meeting of the City of Temecula Public Financing Authority was called to order at 8:12
P.M., in the City Council Chambers, 43200 Business Park Drive, Temecula.
ROLL CALL
PRESENT:
5
AUTHORITY MEMBERS: Edwards, Naggar, Roberts, Washington,
and Comerchero
ABSENT:
o
AUTHORITY MEMBER: None
Also present were City Attorney Thorson and City Clerk Jones.
PUBLIC COMMENTS
No input.
CONSENT CALENDAR
24 Minutes
RECOMMENDATION:
24.1 Approve the minutes of November 8, 2005.
25 Conversion of Variable Rate Bonds to Fixed Rate Bonds for Temecula Public Financinq
Authority Community Facilities District No. 01-2 (Harveston)
RECOMMENDATION:
25.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 05-12
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY OF THE CITY OF TEMECULA APPROVING A
SECOND SUPPLEMENTAL INDENTURE OF TRUST AND AUTHORIZING AND
DIRECTING OTHER ACTIONS RELATING TO CONVERSION TO FIXED RATE
BONDS FOR COMMUNITY FACILITIES DISTRICT NO. 01-2 (HARVESTON)
MOTION: Authority Member Naggar moved to approve the Consent Calendar Item Nos. 24-25.
The motion was seconded by Authority Member Roberts and electronic vote reflected approval
with the exception of Authority Member Roberts who abstained with regard to Item No. 24
(Minutes).
R:\Minutes.tpfa\112205
ADJOURNMENT
At 8:14 P.M., the Temecula Public Financing Authority Meeting was formally adjourned.
Jeff Comerchero, Chairman
ATTEST:
Susan W. Jones, CMC
City Clerk/Agency Secretary
[SEAL]
R:\Minutes.tpfa\112205
2
ITEM NO. 28
Approvals
City Attorney
Director of Finance
City Manager
~
/JJl
~
TEMECULA PUBLIC FINANCING AUTHORITY
AGENDA REPORT
TO:
Executive Director/Authority Members
FROM:
Genie Roberts, Treasurer
DATE:
February 28, 2006
SUBJECT:
Issuance of Bonds for Temecula Public Financing Authority Community
Facilities District No. 03-02 (Roripaugh Ranch)
PREPARED BY:
Polly von Richter, Senior Debt Analyst
RECOMMENDATION:
That the Board of Directors adopt a resolution entitled:
RESOLUTION NO. TPFA 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING
THE ISSUANCE OF SPECIAL TAX BONDS OF THE TEMECULA
PUBLIC FINANCING AUTHORITY FOR ITS COMMUNITY
FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH),
APPROVING AND DIRECTING THE EXECUTION OF A FISCAL
AGENT AGREEMENT AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
BACKGROUND: City Staff and consultants have been working with Ashby USA, LLC for
several years, and more recently with other property owners in the proposed Roripaugh Ranch
development (collectively, the "Landowners"), to form a community facilities district (the "CFD") to (i)
assist in the funding of various public improvements necessitated by development occurring in the
Roripaugh Ranch subdivision or otherwise satisfying obligations arising from the development, and
(ii) provide funds to eliminate the assessment liens imposed on property in the Roripaugh Ranch
development by the County of Riverside Assessment District No. 161. On January 11,2005, (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 then Landowners approved
the CFD, the levy of a special tax on land located in the CFD, and the issuance of bonds by the
Authorityforthe CFD, and (iv) the CFD was declared to be officially formed. The CFD only includes
land in the Roripaugh Ranch development.
Various documents have been prepared relative to the issuance of the bonds by the Authorityforthe
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; (iv) an Acquisition Agreement which provides the conditions under which the Authority will
use proceeds of the bonds to be issued to acquire certain public improvements to be constructed by
Ashby USA, LLC; and (v) 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 March 30, 2006.
Following the election of the then landowners in the CFD on January 11,2005, and as required by
applicable law, the Secretary to the Authority recorded a Notice of Special Tax Lien (the "Notice") in
the County Recorder's Office. It has been subsequently determined that the Notice contained two
typographical errors, and there has been prepared a First Amendment to Notice of Special Tax Lien
(the "Amendment") that corrects the errors. The Resolution directs the Secretary to record the
Amendment in the County Recorder's Office.
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 the 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:
1. Resolution
2. Fiscal Agent Agreement
3. Preliminary Official Statement
4. Bond Purchase Agreement
5. Acquisition Agreement
6. Continuing Disclosure Agreement
7. First Amendment to Notice of Special Tax Lien
RESOLUTION NO. TPFA 06-
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE TEMECULA PUBLIC FINANCING AUTHORITY
AUTHORIZING THE ISSUANCE OF SPECIAL TAX
BONDS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY FOR ITS COMMUNITY FACILITIES
DISTRICT NO. 03-02 (RORIPAUGH RANCH),
APPROVING AND DIRECTING THE EXECUTION OF A
FISCAL AGENT AGREEMENT AND APPROVING OTHER
RELATED DOCUMENTS AND ACTIONS
THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. This Board of Directors has conducted proceedings under and
pursuant to the Melio-Roos Community Facilities Act of 1982 (the "Law"), to form the
Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh
Ranch) (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
Resolution No. TPFA 05-01 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. 03-02 (Roripaugh Ranch), Authorizing the
Levy of a Special Tax Within the District, Preliminary 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 Resolution No.
TPFA 05-02 entitled "A Resolution of the Board of Directors of the Temecula Public
Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within
Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh
Ranch) and Submitting Proposition to the Qualified Electors of the District," which
Resolutions were adopted by this Board of Directors on January 11, 2005.
Section 2. Pursuant to said resolutions, an election was held within the District
on January 11, 2005 and the then qualified electors of the District 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.
Section 3. 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 5 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"), an Acquisition Agreement (the "Acquisition Agreement"),
relating to the use of a portion of the Bond proceeds to acquire facilities, 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.
Section 4. All conditions, things and acts required to exist, to have happened
and to have been performed precedent to and in the issuance of the 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.
Section 5. 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
$55,000,000 are hereby authorized to be issued, such bonds to be designated the
"Temecula Public financing Authority Community facilities District No. 03-02
(Roripaugh Ranch) 2006 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, based on the appraisal
of Stephen G. White, MAl, referred to in the Preliminary Official Statement for the
Bonds, the Bonds 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 6. 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 7. 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 $55,000,000, the true
interest cost of the Bonds is not in excess of 7.0% and the underwriter's discount is not
in excess of 3.0% 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 8. 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
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 9. 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 10. The Acquisition Agreement relating to the acquisition of certain of
the Facilities to be financed by the District and specified therein from Ashby USA, LLC,
in the form presented to the Board of Directors at this meeting, is hereby approved. The
Executive Director is hereby authorized and directed to execute and deliver the
Acquisition Agreement in said form, with such additions thereto or changes therein as
are approved by the Executive Director upon consultation with the Authority Counsel
and Bond Counsel, the approval of such additions or changes to be conclusively
evidenced by the execution and delivery of the Acquisition Agreement by the Executive
Director.
Section 11. 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 12. 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 13. The Authority has heretofore approved agreements with bond
counsel, the financial advisor and disclosure counsel for the Bonds. Given the
complexity of the Bond transaction and the extended time period to complete the
formation of the District and the Bond proceedings, the Executive Director and/or the
Treasurer are hereby authorized to approve (a) the agreement of disclosure counsel for
the Bonds in the form on file with the Authority and (b) amendants to the original
contracts with the Authority's bond counsel and financial advisor for the Bonds (or
amended contracts for such consultants), in a form acceptable to the Authority's
General Counsel, to increase their respective compensation, so long as such additional
compensation for bond counsel and the financial advisor is (i) payable solely from the
proceeds of the Bonds, and (ii) not in excess of fifty percent (50%) of the compensation
set forth in the respective consultant's original contract with the Authority.
Section 14. Pursuant to Resolution No. TPfA 05-04, the Secretary has
recorded a Notice of Special Tax Lien (the "Notice") regarding the District in the
Riverside County Recorder's Office. Subsequent to said recording, it has been
determined that there were two typographical errors in the Notice. Accordingly, the
Secretary is hereby directed to record a first Amendment to Notice of Special Tax Lien
in the form presented to the Board of Directors at this meeting, together with such
changes thereto as may be required by Bond Counsel to the Authority.
Section 15. 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 16. This Resolution shall take effect upon its adoption.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Public Financing Authority this 28th day of February , 2006.
Ron Roberts, Chairperson
ATTEST:
Susan W. Jones, MMC
City Clerk/Board Secretary
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk/Board Secretary of the Temecula Public
Financing Authority, do hereby certify that the foregoing Resolution No. TPFA 06- was
duly and regularly adopted by the Board of Directors of the Temecula Public Financing
Authority at a meeting thereof held on the 28th day of February, 2006, by the following
vote:
AYES:
BOARD MEMBERS:
NOES:
BOARD MEMBERS:
ABSENT:
BOARD MEMBERS:
ABSTAIN:
BOARD MEMBERS:
Susan W. Jones, MMC
City Clerk/Board Secretary
FISCAL AGENT AGREEMENT
CFD 03-2 (RORIPAUGH RANCH)
Quint & Thimmig LLP
9/29/04
12/16/04
12/22/04
1/4/05
1/31/06
2/13/06
2/22/06
FISCAL AGENT AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of March 1, 2006
Relating to:
$
Temecula Public Financing Authority
Community Facilities District No. 03-02
(Roripaugh Ranch)
2006 Special Tax Bonds
20009.01:)7220
Section 1.01.
Section 1.02.
Section 1.03.
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.
Section 3.01.
Section 3.02.
Section 3.03.
Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05.
Section 4.06.
Section 4.07.
Section 4.08.
Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
A uthori ty for this Agreement....................................................................................................... 3
Agreement for Benefit of Owners of the Bonds .........................................................................3
Definitions.......................................................................................................................................3
ARTICLE II
THE BONDS
Principal Amount; Designation.................................................................................................. 14
Terms of the 2006 Bonds.............................................................................................................. 14
Redemption..................................................................................................................... .............. 16
Form of Bonds......................................................................................................................... ...... 19
Execution of Bonds....................................................................................................................... 19
Transfer of Bonds......................................................................................................................... 19
Exchange of Bonds....................................................................................................................... 19
Bond Re gister .............................................................................................................................. .. 20
Tern porary Bonds......................................................................................................................... 20
Bonds Mutilated, Lost, Destroyed or Stolen ............................................................................. 20
Limited Ob ligation....................................................................................................................... 21
No Acceleration.................................................................................................................. .......... 21
Book-En try System....................................................................................................................... 21
Issuance of Parity Bonds............................................................................................................. 22
ARTICLE III
ISSUANCE OF BONDS
Issuance and Delivery of 2006 Bonds ........................................................................................ 25
Pledge of Special Tax Revenues .................................................................................................25
V alidi ty of Bonds......................................................................................................................... . 25
ARTICLE IV
FUNDS AND ACCOUNTS
Application of Proceeds of Sale of 2006 Bonds and Other Moneys....................................... 26
1m provement Fund ......................................................................................................................26
Costs of Issuance Fund................................................................................................................ 28
Reserve Fund.......................................................................................................................... ...... 29
Bond Fund.......................................................................................................................... ...........33
Special Tax Fund.......................................................................................................................... 34
Administrative Expense Fund.................................................................................................... 35
Refunding Fund............................................................................................................................ 36
ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Punctual Payment...................................................................................................................... ..37
Limited Obligation ....................................................................................................................... 37
~~cl~~~~~
Against Encumbrances................................................................................................................ 37
Books and Records....................................................................................................................... 37
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Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.1l.
Section 5.12.
Section 5.13.
Section 5.14.
Section 5.15.
Section 5.16.
Section 5.17.
Section 5.18.
Section 5.19.
Section 6.0l.
Section 6.02.
Section 6.03.
Section 6.04.
Section 7.0l.
Section 7.02.
Section 7.03.
Section 7.04.
Section 7.05.
Section 8.0l.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 9.0l.
Section 9.02.
Section 9.03.
Section 9.04.
Section 9.05.
Section 9.06.
Section 9.07.
Section 9.08.
Protection of Security and Rights of Owners............................................................................38
Compliance with Law .................................................................................................................. 38
Collection of Special Tax Revenues ...........................................................................................38
Covenant to Foreclose.................................................................................................................. 39
Further Assurances.................................................................................................................... ..40
Private Activity Bond Limitations.............................................................................................. 40
Federal G uaran tee Prohibition................................................................................................... 40
Rebate Requirement.................................................................................................................. ...40
No Arbitrage..................................................................................................................... ............40
Yield of the Bonds........................................................................................................................ 40
Maintenance of Tax - Exemption.................................................................................................. 40
Con tin uing Disclosure to wners.............................................................................................. 41
Reduction of Special Taxes.......................................................................................................... 41
Limits on Special Tax Waivers and Bond Tenders ..................................................................41
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS,
LIABILITY OF THE AUTHORITY
Deposit and Investment of Moneys in Funds...........................................................................42
Limited Obligation ....................................................................................................................... 43
Liability of Au thori ty ................................................................................................................... 43
Employment of Agents by Authority ........................................................................................ 44
ARTICLE VII
THE FISCAL AGENT
A ppoin tmen t of Fiscal Agent...................................................................................................... 45
Liability of Fiscal Agent............................................................................................................... 46
Information................................................................................................................... ................47
Notice to Fiscal Agent.................................................................................................................. 47
Compensation, Indemnification................................................................................................. 47
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Amendments Permitted.............................................................................................................. 49
Owners' Meetings ........................................................................................................................ 49
Procedure for Amendment with Written Consent of Owners ...............................................50
Disqualified Bonds....................................................................................................................... 50
Effect of Su pplemen tal Agreement............................................................................................ 51
Endorsement or Replacement of Bonds Issued After Amendments.....................................51
Amendatory Endorsement of Bonds......................................................................................... 51
ARTICLE IX
MISCELLANEOUS
Benefits of Agreement Limited to Parties .................................................................................52
Successor is Deemed Included in All References to Predecessor ..........................................52
Discharge of Agreement.............................................................................................................. 52
Execution of Documents and Proof of Ownership by Owners..............................................53
Waiver of Personal Liability....................................................................................................... 53
Notices to and Demands on Authority and Fiscal Agent .......................................................53
State Reporting Requirements.................................................................................................... 54
Partial Invalidity..................................................................................................................... ......55
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Section 9.09.
Section 9.10.
Section 9.11.
Section 9.12.
Section 9.13.
Section 9.14.
U ne!aimed Moneys ...................................................................................................................... 55
Applicable Law ............................................................................................................................. 55
Conflict with Act .......................................................................................................................... 56
Cone! usive Evidence of Regularity............................................................................................ 56
Payment on Business Day........................................................................................................... 56
Counterparts.................................................................................................................. ...............56
EXHIBIT A - FORM OF BOND
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FISCAL AGENT AGREEMENT
Temecula Public Financing Authority
Community Facilities District No. 03-02
(Roripaugh Ranch)
2006 Special Tax Bonds
THIS FISCAL AGENT AGREEMENT (the "Agreement"), dated as of March 1, 2006, 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. 03-02 (Roripaugh Ranch) (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 05-01 of the
Board of Directors of the Authority adopted on January 11, 2005 (the "Resolution of
Formationfl);
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 February 28, 2006 the Board of Directors
of the Authority adopted its Resolution No. TPFA 06-__ (the "Resolution"), which resolution
authorized the issuance and sale of the Temecula Public Financing Authority Community
Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds (the "2006 Bonds") in an
aggregate principal amount of not to exceed $55,000,000, 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
Authority 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,
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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:
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ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Alireement. This Agreement is entered into pursuant to
the provisions of the Act and the Resolution.
Section 1.02. Alireement 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.
"Account Party" means the property owner that provides a Letter of Credit to secure the
payment of Special Taxes on property the Account Party or its affiliates own in the District.
"Acquisition Account" means the account by that name established by Section 4.02(A)
within the Improvement Fund.
"Acquisition Agreement" means the Acquisition Agreement, dated as of March 1, 2006,
between the Authority and Ashby USA, 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
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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.
"A~reement" 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 auditor / controller 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 Re~ister" 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, 2006.
-4-
"Bonds" means the 2006 Bonds, and, if the context requires, any Parity Bonds, at any
time Outstanding under this Agreement or any Supplemental Agreement.
"Build-Out" means, when making calculations pursuant to Section 4.04(H) as to one or
more parcels of property, or otherwise in connection with clause (viii) of the definition "Letter
of Credit" in Section 1.03, the assumption that the property contains the number, size and type
of homes projected in the development plans used by the Tax Consultant in connection with its
email regarding "Letter of Credit Calculations" dated February 14, 2006, which provided the
initial stated amounts of the Letters of Credit to be delivered to the Fiscal Agent on the Closing
Date by two of the landowners in the District, which assumptions may be adjusted from time to
time based upon actual completed construction of homes in the District (as reported in
connection with requests to reduce the amount of any Letter of Credit by or on behalf of an
Account Party or as otherwise known by the Tax Consultant).
"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.
"Closin~ Date" means March _, 2006, being the date upon which there is a physical
delivery of the 2006 Bonds in exchange for the amount representing the purchase price of the
2006 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.
"Continuin~ Disclosure A~reement" 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
-5-
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.
"DTC" means the Depository Trust Company, New York, New York, and its successors
and assigns.
"Debt Service" means the scheduled amount of interest and amortization of principal
(including principal payable by reason of Section 2.03(A)(ii)) on the 2006 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. 03-02 (Roripaugh Ranch), 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 MAl 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.
-6-
"District-wide Maximum Special Taxes" means the maximum Special Taxes that can be
levied on all property in the District assuming Build-Out of all property, as computed from
time to time by the Tax Consultant.
"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 A~ent" 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.
-7-
"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 1 of each year, commencing
September 1, 2006.
"Toint Community Facilities A~reement - EMWD" means the Joint Community
Facilities Agreement, dated as of January 1, 2005, among the Authority, EMWD and Ashby
USA, Uc.
"Letter of Credit" means a standby letter of credit, which is:
(i) irrevocable during its term;
(ii) in a form reasonably satisfactory to the Treasurer and the Original Purchaser;
(iii) for the benefit of the Fiscal Agent;
(iv) issued by federal or state chartered bank or other financial institution
reasonably acceptable to the Treasurer and the Original Purchaser, which bank's or
institution's unsecured debt obligations are rated at least "A-" or better by Moody's or
S&P;
(v) at the time of delivery thereof to the Fiscal Agent for purposes of this
Agreement, accompanied by one or more opinions addressed to the Fiscal Agent and
the Authority to the effect, singly or together, that the Letter of Credit is a legal, valid
and binding obligation of the provider thereof, enforceable against the provider thereof
in accordance with its terms, except as limited by applicable reorganization, insolvency,
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liquidation, readjustment of debt, moratorium or other similar laws affecting the
enforcement of rights of creditors generally as such laws may be applied in the event of
a reorganization, insolvency, liquidation, readjustment of debt or other similar
proceeding of or moratorium applicable to the provider thereof and by general
principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law);
(vi) for a term of at least one year, effective from no later than the date it is
delivered to the Fiscal Agent, and any Letter of Credit provided in substitution for any
then outstanding Letter of Credit shall be for a term of at least one year commencing not
later than the expiration date of the Letter of Credit for which it is being substituted;
(vii) for the account of any entity other than the City, the Authority, the District
or any other governmental entity;
(viii) in a stated amount equal to two years estimated expected annual Special
Taxes to be levied on the County Assessor's parcels to which it pertains assuming Build-
Out of such parcels; and
(ix) not secured, as to the reimbursement of any draws thereon, by any property
located in the District, or if so secured, any such security shall be expressly subordinate
to the lien of the Special Taxes.
Any Letter of Credit delivered to the Fiscal Agent shall be accompanied by a written
certificate from the provider thereof or the account party thereto which identifies the County
Assessor's parcels in the District to which such Letter of Credit initially pertains.
"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.
"Ori~inal Purchaser" means Stone & Youngberg LLC, the first purchaser of the 2006
Bonds from the Authority.
"Outstandin~," 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.
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"Owner" or "Bond owner" means any person who shall be the registered owner of any
Outstanding Bond.
"Parcel Liens" means, with respect to any parcel or parcels of real property in the
District, sum of: (i) the aggregate principal amount of all Bonds then Outstanding allocable to
such parcel or parcels based upon the portion of the debt service payable on the Bonds from the
Special Taxes levied (or that, but for capitalized interest on the Bonds, could be levied) on such
parcel or parcels in the then annual Fiscal Year, plus (ii) the aggregate principal amount of any
fixed assessment liens on the parcel or parcels, plus (iii) a portion of the aggregate principal
amount of any and all other community facilities district bonds then outstanding and payable
at least partially from special taxes to be levied on such parcel or parcels (the "Other District
Bonds") equal to the aggregate principal amount of the Other District Bonds multiplied by a
fraction, the numerator of which is the amount of special taxes levied for the Other District
Bonds on such parcel or parcels, and the denominator of which is the total amount of special
taxes levied for the Other District Bonds on all parcels of land against which the special taxes
are levied to pay the Other District Bonds (such fraction to be determined based upon the
maximum special taxes which could be levied in the year in which maximum annual debt
service on the Other District Bonds occurs), based upon information from the most recent
available Fiscal Year.
"Parcel 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 parcels of real
property in the District identified by an Account Party (the "Identified Parcels"), which
Identified Parcels are (i) parcels in the District with respect to which the Account Party has
provided a Letter of Credit, (ii) are subject to the levy of the Special Taxes, and (iii) are not
delinquent in the payment of any Special Taxes then due and owing, including with respect to
the Identified 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, all as
determined with respect to the Identified Parcels by reference to (A) an appraisal (or an update
to a prior appraisal) performed within the six (6) months prior to the date the Treasurer
prepares the written direction described in Section 4.04(H)(iii) by an MAl appraiser (the
"Appraiser") selected by the Authority, or (B), in the alternative, the assessed value of all the
Identified 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 a
Parcel Value, the Authority may rely on an appraisal to determine the value of some or all of
the Identified Parcels and/or the most recent County real property tax roll as to the value of
some or all of the Identified Parcels. 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.
"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~ Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
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"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 of 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 anyone 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 or an insurance company the long-term unsecured
obligations or claims paying ability, as applicable, of which, at the time of the
investment, are rated "AA-" (or its equivalent) or better by Moody's and S&P.
(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.
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"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 eligible to be funded by the District more particularly
described in the Resolution of Formation.
"Public Works Administration Account" means the account by that name created and
held by the Fiscal Agent pursuant to Section 4.02(A) hereof.
"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.
"Refundin~ 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.
"Refundin~ 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
$----
"Resolution" means Resolution No. TPFA 06-__, adopted by the Board of Directors of
the Authority on February 28, 2006.
"Resolution of Formation" means Resolution No. TPFA 05-01, adopted by the Board of
Directors of the Authority on January 11, 2005.
"Resolution of Intention" means Resolution No. TPFA 04-08, adopted by the Board of
Directors of the Authority on August 24, 2004, as amended by Resolution No. 04-10, adopted by
the Board of Directors of the Authority on September 28, 2004.
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"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, 50~
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 Fund" means the fund by that name established by Section 4.06(A) hereof.
"Special Tax Prepayments" means the proceeds of any Special Tax prepayments
received by the Authority, as calculated pursuant to the Rate and Method of Apportionment of
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; provided that amounts
collected in respect of delinquent Special Taxes shall not be Special Tax Revenues to the extent,
and only to the extent, of any proceeds of a draw on a Letter of Credit under Section
4.04(H)(ii)(a) hereof (which amounts shall be repaid to the Letter of Credit provider, as
specified in Section 4.04(H)(ii)(a)). "Special Tax Revenues" does not include any penalties
collected in connection with delinquent Special Taxes.
"Special Taxes" means the special taxes levied within the District pursuant to the Act,
the Ordinance and this Agreement.
"Supplemental A~reement" 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 David Taussig & Associates, Inc. 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.
"2006 Bonds" means the Bonds so designated and authorized to be issued under Section
2.01 hereof.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Desi~ation. Bonds in the aggregate principal amount
of Fifty-Five Million Dollars ($55,000,000) are 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 first series of the Bonds, the 2006 Bonds, shall be
designated as the "Temecula Public Financing Authority Community Facilities District No. 03-
02 (Roripaugh Ranch) 2006 Special Tax Bonds," shall be in the initial principal amount of
$____, and shall be subject to the provisions of this Agreement. Any Parity Bonds shall
be issued, subject to compliance with Section 2.14 hereof, pursuant to this Agreement as
supplemented by a Supplemental Agreement which complies with the provisions of Section
2.14 hereof.
Section 2.02. Terms of the 2006 Bonds.
(A) Form; Denominations. The 2006 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 2006 Bonds. The 2006 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 2006 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:
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Maturity Date
(September 1 )
Principal Amount
Interest Rate
(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 Closing 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
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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 2006 Bonds maturing on and after September 1,
__ are subject to optional redemption prior to their stated maturity on any Interest
Payment Date occurring on or after September 1, __, 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 2006 Bonds to be redeemed), as set forth below, together with accrued
interest thereon to the date fixed for redemption:
Redemption Dates
September 1, __ and March 1,__
September 1, __ and any Interest Payment
Date thereafter
Redemption Prices
%
(ii) Mandatory Sinking Payment Redemption. The 2006 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 )
Sinkinli Payments
The 2006 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:
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Redemption Date
(September 1 )
Sinkin~ Payments
The amounts in the foregoing tables shall be reduced to the extent practicable so
as to maintain level debt service on the 2006 Bonds, as a result of any prior partial
redemption of the 2006 Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(iii)
or (iv) 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 2006 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 2006 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 September 1,
2006 to and including March 1,__
September 1, __ and any Interest Payment Date
thereafter
Redemption Prices
(iv) Mandatory Redemption From Improvement Fund Transfer. The 2006 Bonds
are subject to mandatory redemption on the next Interest Payment Date for which notice
of redemption can timely be given under Section 2.03(D), in part, 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 amounts transferred from the
Improvement Fund to the Bond Fund pursuant to Section 4.02(D).
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent written notice of its
intention to redeem 2006 Bonds pursuant to subsection (A)(i), (A)(iii) or (A)(iv) 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 2006 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
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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 A~ent. 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, substantially level debt service on the Bonds), 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.
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All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section, and
any Bonds paid at maturity, 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 2006 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~e 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
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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 Re~ister. 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
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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 Obli~ation. 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 Authority 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 Authority 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 Authority 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 Authority
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
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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 Authority 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 Authority 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
Authority 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
Bonds, in addition to the 2006 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 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:
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(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) Value-to-Lien Ratio. The District Value shall be at least three times the sum
of: (i) the aggregate principal amount of all Bonds then Outstanding, plus (ii) the
aggregate principal amount of the series of Parity Bonds proposed to be issued, plus (iii)
the aggregate principal amount of any fixed assessment liens on the parcels in the
District subject to the levy of Special Taxes, plus (iv) a portion of the aggregate principal
amount of any and all other community facilities district bonds then outstanding and
payable at least partially from special taxes to be levied on parcels of land within the
District (the "Other District Bonds") equal to the aggregate principal amount of the
Other District Bonds multiplied by a fraction, the numerator of which is the amount of
special taxes levied for the Other District Bonds on parcels of land within the District,
and the denominator of which is the total amount of special taxes levied for the Other
District Bonds on all parcels of land against which the special taxes are levied to pay the
Other District Bonds (such fraction to be determined based upon the maximum special
taxes which could be levied in the year in which maximum annual debt service on the
Other District Bonds occurs), based upon information from the most recent available
Fiscal Year.
(E) The Special Tax Covera~e. 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.
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(F) Increase in Letters of Credit. Unless all of the conditions to the release of any
Letter of Credit set forth in Section 4.04(H)(iii) have theretofore been satisfied, or the
Letters of Credit have all been reduced to $0.00 pursuant to the provisions of Section
4.04(H)(iv)(b), there shall be delivered to the Fiscal Agent an amendment to each Letter
of Credit then held by the Fiscal Agent to increase the amount available to be drawn
under each such Letter of Credit to reflect the expected increase in the Special Taxes that
will need to be levied on the parcels to which each Letter of Credit pertains to pay the
debt service on the Parity Bonds, as determined by the Treasurer upon consultation
with the Tax Consultant. In the event that any Letter of Credit has theretofore been
drawn upon pursuant to Section 4.04(H)(ii)(b), there shall be deposited with the Fiscal
Agent monies in an amount equal to the otherwise amount that the corresponding
Letter of Credit would need to be increased pursuant to the preceding sentence, and the
funds so deposited shall be disposed of in the same manner as the proceeds of the draw
on the Letter of Credit under the second paragraph of Section 4.04(H)(ii).
(G) 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), (E) and, if applicable, (F) 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.
Notwithstanding the foregoing, the Authority may issue Refunding Bonds as Parity
Bonds without the need to satisfy the requirements of clauses (D), (E) and (F) above, and
without limitation on the number of series of such Refunding Bonds; and, in connection
therewith, the Officer's Certificate in clause (G) above need not make reference to said clauses
(D), (E) and (F).
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.
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ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of 2006 Bonds. At any time after the execution of
this Agreement, the Authority may issue the 2006 Bonds for the District in the aggregate
principal amount set forth in Section 2.01 and deliver the 2006 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 2006 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 2006
Bonds and to do and cause to be done any and all acts and things necessary or convenient for
delivery of the 2006 Bonds to the Original Purchaser.
Section 3.02. Pledlie 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 uponethe performance by any person of such persons obligation(s) with respect to the Project.
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ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Application of Proceeds of Sale of 2006 Bonds and Other Moneys. The
proceeds of the purchase of the 2006 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 (iv) in the Public Works Administration Account
an amount equal to $____; and
(F) deposit in the Refunding Fund an amount equal to $____.
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. 03-02 (Roripaugh Ranch) Improvement Fund (the "Improvement Fund"),
and within the Improvement Fund a City Account, an EMWD Account, an Acquisition Account
and a Public Works Administration Account. Deposits shall be made to the accounts within the
Improvement Fund as required by Section 4.01(E) and Section 4.02(E). 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 to be constructed by the City, 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
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to be disbursed was set forth In any Officer's Certificate previously filed requesting a
disbursement.
(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
City or the Authority in administering the Acquisition Agreement not able to be funded from
amounts in the Public Works Administration 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 Ashby USA, 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) Disbursements from the Public Works Administration Account shall be made by
the Fiscal Agent upon receipt of an Officer's Certificate, or a written demand of the Public
Works Director of the City, which shall: (i) set forth the amount required to be disbursed and
state that the disbursement is for payment of costs of the City to administer the Acquisition
Agreement; and (ii) certify that no portion of the amount then being requested was set forth in
any Officer's Certificate or written demand previously filed requesting a disbursement.
(v) 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 accounts within the Improvement Fund shall be
retained in the respective accounts of the Improvement Fund to be used for the purposes of the
respective accounts.
(D) Transfer for Bond Redemption. If: (i) the Treasurer determines in the Treasurer's
sole discretion that work necessary to construct and complete the Project has been abandoned,
or that for any reason (including, but not limited to, termination of, or the occurrence of any
event that would permit termination of, the Acquisition Agreement), all or any portion of the
amounts then on deposit in the Acquisition Account, the EMWD Account and/or the City
Account will not be expended for Project costs, or (ii) Treasurer receives a written certificate of
an Independent Financial Consultant to the effect that the Project has been abandoned or all or
any portion of the amounts then on deposit in the Acquisition Account, the EMWD Account
and the City Account will not be expended for Project costs, the Treasurer shall file an Officer's
Certificate with the Fiscal Agent to that effect and which identifies the amounts then on deposit
in the accounts within the Improvement Fund that are not expected to be used for Project costs
due to such abandonment or other reason. The Fiscal Agent, upon receipt of such certificate,
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shall transfer the amounts identified therein from the Acquisition Account, the EMWD Account
and the City Account, as applicable, to the Bond Fund to be used (i) to redeem the 2006 Bonds
on the next Interest Payment Date for which notice of redemption can timely be given pursuant
to Section 2.03(A)(iv) if the amount so transferred is at least $100,000, or (ii) if such amount is
less than $100,000, to pay debt service on the Bonds on the next Interest Payment Date.
(E) Closin~ of Accounts. On the earlier of (i) the date of receipt by the Fiscal Agent of
an Officer's Certificate to the effect that Ashby USA, LLC has notified the Authority in writing
that no further disbursements will be made from the EMWD Account, or (ii) March 1,2016, 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 receipt by the Fiscal Agent 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 any of the City Account, the EMWD Account, or the Acquisition
Account of the Improvement Fund, the Fiscal Agent shall transfer the amount, if any,
remaining in the Public Works Administration Account to the Administrative Expense Fund to
be used for purposes of the Administration Expense Fund. Following such transfer, the Public
Works Administration Account shall be closed.
Upon receipt by the Fiscal Agent 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 no
longer 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. 03-02 (Roripaugh Ranch) 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.
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(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.
03-02 (Roripaugh Ranch) 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) and 2.14(C).
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. The
Treasurer shall then shall provide the notice described in Section 9.07(B).
(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) or 4.02(E), 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.
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(E) Transfer When Balance Exceeds Outstandin~ 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.
(H) Letters of Credit. (i) Holding of Letters of Credit. The Fiscal Agent shall hold any
Letter of Credit delivered to it for the benefit of the Reserve Fund. The Fiscal Agent shall
advise the Treasurer in writing promptly following the actual knowledge of the Fiscal Agent
that the credit rating of the provider of any Letter of Credit then in effect has been reduced to
BBB (or its equivalent) or lower by S&P or Moody's.
(ii) Draws on Letters of Credit.
(a) The Fiscal Agent shall draw upon a Letter of Credit promptly following
receipt by the Fiscal Agent of a written direction of the Treasurer instructing the Fiscal
Agent to draw on a Letter of Credit, identifying the Letter of Credit and the amount to
be so drawn, and to the effect that Special Taxes levied in the District on "parcels to
which the Letter of Credit pertains" (as such phrase is discussed in Section 4.04(H)(vi)
below) are then delinquent in the amount so to be drawn on the Letter of Credit. The
amount received pursuant to any draw on a Letter of Credit under this Section
4.04(H)(ii)(a) shall not act as a credit in respect of the amount of any Special Taxes that
have been levied in the District on the parcels to which it pertains. Upon collection of
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any delinquent Special Taxes with respect to the property for which a draw on a Letter
of Credit has been made, the Authority shall send to the provider of the Letter of Credit
(or its written designee) the amount so collected, less any costs or Administrative
Expenses incurred in connection with the delinquency or the related draw on the Letter
of Credit, with the amount to be sent to the provider not in any event to exceed the
amount of the proceeds of the draw on the Letter of Credit received by the Fiscal Agent.
(b) In addition to the foregoing, the Fiscal Agent shall draw upon the full
amount available under a Letter of Credit (x) as soon as practicable following receipt by
the Fiscal Agent of actual knowledge that the then rating of the Letter of Credit
provider's unsecured debt obligations has been reduced to BBB (or its equivalent) or
lower by Moody's or S&P, or (y) five days prior to the stated termination date of the
Letter of Credit if the Letter of Credit is not replaced prior to such expiration date by a
letter of credit which satisfies the requirements set forth in the definition of "Letter of
Credit" in Section 1.03. The amount received pursuant to any draw on a Letter of Credit
under this Section 4.04(H)(ii)(b) shall in no way reduce or act as a credit in respect of the
amount of any Special Taxes that have been levied in the District.
The proceeds of any draw on a Letter of Credit pursuant to Section 4.04(H)(ii)(a) shall be
deposited by the Fiscal Agent to the Special Tax Fund.
The proceeds of any draw on a Letter of Credit pursuant to Section 4.04(H)(ii)(b) shall
be held by the Fiscal Agent in a separate subaccount within the Reserve Fund created by the
Fiscal Agent for such purpose, to be (a) drawn upon by the Fiscal Agent and the proceeds of
such draw deposited by the Fiscal Agent to the Special Tax Fund, such draw to occur at the
written direction of the Treasurer prior to any Interest Payment Date to the effect that the
amount specified in such written direction to be drawn is in the amount of any delinquent
Special Taxes levied on the "parcels to which the Letter of Credit pertains" (as such phrase is
discussed in Section 4.04(H)(vi) below), or (b) released or reduced at the written direction of the
Treasurer when the Letter of Credit to which such proceeds pertain would otherwise be
released or reduced under Section 4.04(H)(iii) or (iv) below (with any amount so reduced or
released to be sent by the Fiscal Agent to the account party with respect to the Letter of Credit
upon which the amounts so held were drawn).
(iii) Release or Reduction of Letters of Credit. The Fiscal Agent shall release, or reduce
the amount available to be drawn on, a Letter of Credit upon receipt of written direction from
the Treasurer to the effect that (I)(x) the then aggregate Parcel Value of the parcels in the
District identified in such written direction (the "Identified Parcels"), for which Identified
Parcels the applicable Letter of Credit was provided, is at least three times the Parcel Liens, and
(I)(y) the conditions precedent to the issuance of building permits for all of the units expected to
be constructed in the planning area in which the Identified Parcels are located (as the number
of such units to be constructed and such planning area are identified in the most recent official
statement and the appraisal appended thereto used in connection with the sale of Bonds, and as
such conditions precedent are set forth in the Preannexation and Development Agreement,
dated as of December 17, 2002, by and between the City and Ashby USA, LLC, as amended and
then in effect) have been satisfied; or (II) the amount of the Letter of Credit may be reduced to
$0.00 under the provisions of Section 4.04(H)(iv)(b) below; or (III) the parcels identified by the
applicable Account Party as being the subject of the Letter of Credit are subject to less than 10%
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of the expected annual Special Tax levy in the District (assuming Build-Out). The Treasurer
shall review appraisals (or updates to prior appraisals) submitted to the Treasurer by or on
behalf of an Account Party that are conducted by an appraiser and in a form acceptable to the
Treasurer, to determine if any Letter of Credit is to be released or reduced pursuant to this
subsection and, if so, shall so advise the Fiscal Agent in writing. Promptly following receipt of
written direction from the Treasurer as to a Letter of Credit, the Fiscal Agent shall complete and
deliver to the applicable Letter of Credit provider the appropriate certificates and annexes to
the subject Letter of Credit to effectuate the release or reduction of such Letter of Credit. In
connection with any such reduction, the amount available to be drawn on the applicable Letter
of Credit shall be reduced to an amount equal to two times the expected annual Special Taxes
that may be levied on the "parcels to which the Letter of Credit pertains" (as such phrase is
discussed in Section 4.04(H)(vi) below) assuming Build-Out of such parcels, other than the
Identified Parcels specified in the written direction of the Treasurer described above (however,
in any event, the Letter of Credit shall be released if the conditions referenced in clause (III) of
the first sentence of this Section 4.04(H)(iii) have been satisfied).
(iv) Other Provisions Allowing for Reduction of Letters of Credit. The Fiscal Agent
shall reduce or acknowledge reduction of the amount of any Letter of Credit held by it upon
receipt by the Fiscal Agent of:
(a) a Letter of Credit which satisfies the requirements set forth in the definition
of "Letter of Credit" in Section 1.03 hereof in substitution or replacement for all or a
portion of the amount available to be drawn under any Letter of Credit then held by the
Fiscal Agent, accompanied by a written statement of the provider of or account party
under such new Letter of Credit as to the parcels and the outstanding Letter of Credit to
which the new Letter of Credit pertains, and then the amount under the then applicable
outstanding Letter of Credit may be reduced by the amount available to be drawn under
the new Letter of Credit; or
(b) from time to time, but not more than once every six months (commencing no
sooner than six months after the Closing Date), an Account Party may present evidence
to the Treasurer as to the expected annual Special Taxes that may be levied on parcels in
the District to which the Letter of Credit pertains, assuming Build-Out (the "Maximum
Amount"). If the Maximum Amount, multiplied by two (herein, the "Revised Stated
Amount"), is less than the current stated amount of the applicable Letter of Credit, then
the Treasurer shall provide written direction to the Fiscal Agent to reduce the applicable
Letter of Credit by the difference between the current stated amount of the Letter of
Credit and the Revised Stated Amount of the Letter of Credit. Promptly following
receipt of such written direction from the Treasurer, the Fiscal Agent shall complete and
deliver to the applicable Letter of Credit provider the appropriate certificates and
annexes to the subject Letter of Credit to effectuate the reduction of the stated amount of
such Letter of Credit. Notwithstanding the foregoing, a Letter of Credit shall not be
reduced if the reason for the reduction is the sale of property to an owner that will own,
together with its affiliates, property responsible for 10% or more of the expected annual
Special Taxes that may be levied on such parcels in the District (assuming Build-Out),
unless the Account Party provides evidence that the new owner has posted its own
Letter of Credit securing the payment of Special Taxes to be levied on such property.
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(v) The Fiscal Agent shall, on or each January 1, April 1, July 1 and October 1, ascertain,
with respect to each Letter of Credit then held by the Fiscal Agent, the then rating of each Letter
of Credit provider's unsecured debt obligations, in connection with the administration of
Section 4.04(H)(ii) above.
(vi) In calculating the Maximum Amount described in Section 4.04(H)(iv)(b), and for
purposes of such clause as used in Sections 4.04(H)(ii) and (iii), the term "parcels in the District
to which the Letter of Credit pertains" shall mean the parcels in the District which were initially
identified by the applicable Account Party as being the subject of the respective Letter of Credit
less any parcels that are, at the time of calculation, (i) owned by a party unaffiliated with the
applicable Account Party, so long as the maximum Special Taxes levied on such parcels
(assuming Build-Out) is less than 10% of the District-wide Maximum Special Taxes, (ii) subject
to a separate Letter of Credit, as described below, or (iii) owned by individual homeowners.
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. 03-02
(Roripaugh Ranch) Bond Fund (the "Bond Fund"), to the credit of which deposits shall be made
as required by Sections 4.02(D), 4.02(E), 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) or (iv),
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) or 4.02(E) 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.
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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. 03-02 (Roripaugh Ranch) 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).
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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 Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch) Administrative Expense Fund (the
"Administrative Expense Fund"), to the credit of which deposits shall be made as required by
Sections 4.01(D), 4.02(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 Sections 4.01 (D), 4.02(D) or 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 2005-2006, the Treasurer shall withdraw any amounts then remaining in the
Administrative Expense Fund in excess of $40,000 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.
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(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. Refundin~ Fund.
(A) Establishment of Refundin~ 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. 03-02 (Roripaugh Ranch), 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. 161. After disbursement of all amounts on
deposit in the Refunding Fund, the Refunding Fund shall be closed.
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ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment. The Authority will punctually payor 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~ation. 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. A~ainst 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
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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 Security and Ri~hts 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.
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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 $5,000 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) A~~re~ate 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.
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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 2006 Bonds are not so used as to cause the 2006 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 2006
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(f) 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 2006 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 2006 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 Arbitra~e. 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 2006 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 2006 Bonds would have
caused the 2006 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 2006 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 2006
Bonds redeemed.
Section 5.16. Maintenance of Tax-Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the 2006 Bonds from the gross income of the
Owners of the 2006 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 2006 Bonds.
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Section 5.17. Continuin~ 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.
One or more owners of real property in the District as of the Closing Date have also
executed continuing disclosure agreements 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 any 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 Tenders. 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.
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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
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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 Obli~ation. 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.
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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 Agents 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.
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ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. 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
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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 Agent. 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
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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 A~ent. 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
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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.
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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 anyone 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' Meetin~s. 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
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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.
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Section 8.05. Effect of Supplemental A~reement. 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.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of A~reement Limited to Parties. 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~e of A~reement. The Authority shall have the option to pay and
discharge the entire indebtedness on all or any portion of the Bonds Outstanding in anyone 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
Counselor 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 payor cause to be paid to the Owners of the Bonds
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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 A~ent. 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:
-53-
Temecula Public Financing Authority
c/o 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
633 W. Fifth Street, 24~ Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Temecula CFD 03-02 (Roripaugh Ranch)
Section 9.07. State Reportin~ Requirements. The following requirements shall apply to
the Bonds, in addition to those requirements under Section 5.17:
(A) Annual Reportin~. 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 Reportin~. 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~. The Treasurer shall file a report with the Authority
no later than January 1, 2007, 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
-54-
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 "Bond owner" 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 anyone 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 performed
in the State of California.
-55-
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 Re~ularity. 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.
-56-
IN WITNESS WHEREOF, the Authority caused this Fiscal Agent Agreement to be
executed all as of March 1, 2006.
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-02 (RORIPAUGH
RANCH)
By:
Executive Director
U. S. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
20009.01:)7220
-57-
EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
No.
$
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIPAUGH RANCH)
2006 SPECIAL TAX BOND
INTEREST RATE MATURITY DATE BOND DATE CUSIP
September 1, March ,2006
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The Temecula Public Financing Authority (the "Authority") for and on behalf of the
Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh
Ranch) (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 September 1, 2006, 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-en try-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.
A-I
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
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-
02 (Roripaugh Ranch) 2006 Special Tax Bonds" (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 February 28, 2006 (the
"Resolution"), and the Fiscal Agent Agreement, dated as of March 1, 2006, 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, __ are subject to redemption prior to
their stated maturity on any interest payment date occurring on or after September 1, __, 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:
A-2
Redemption Dates
September 1, __ and March 1,__
September 1, __ and any interest payment
date thereafter
Redemption Prices
%
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
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1 )
Sinkinli Payments
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
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
Redemption Date
(September 1 )
Sinkin~ 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, 2006
to and including March 1,__
September 1, __ and any interest payment
date thereafter
Redemption Prices
%
A-3
The Bonds are subject to mandatory redemption on any Interest Payment Date, in part,
at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date of redemption, without premium, from amounts transferred from
the Improvement Fund to the Bond Fund pursuant to the Agreement.
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.
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 Agreement 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 Agreement.
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
A-4
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.
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
Executive Director
ATTEST
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 Assigrunent must
correspond with the narne(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
CFD 03-3 (RORIPAUGH RANCH)
PRELIMINARY OFFICIAL STATEMENT DATED
,2006
NEW ISSUE NOT RATED
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications
describedherein, under existing law, the interest on the 2006Bonds is excludable from gross income of the owners thereof for federal income
taxpurposes and is not inc/udedas an item of tax preference in computingthefederal alternative minimum taxfor individuals and corporations
under the Code but is taken into account in computing an adjustment used in detennining the federal alternative minimum tax for certain
corporations. In the further opinion alBond Counsel, such interest is exemptfrom California personal income taxes. See "LEGALlvfATTERS
- Tax Exemption" herein.
$51,710,000-
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIPAUGH RANCH)
2006 SPECIAL TAX BONDS
Dated: Date of Delivery Due: September 1, as on the inside cover
The Temecula Public FinancingAuthorityConununityFacilities DistrictNo. 03-02 (RoripaughRanch) 2006 Special Tax Bonds (the
"2006 Bonds") are being issued llllderthe Mello- Roos Conununity Facilities Act of1982 (the "Act") and a Fiscal Agent Agreement, dated as
of March 1,2006, 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 property withinthe Temecula Public
Financing Authority Conununity Facilities District No. 03-02 (Roripaugh Ranch) (the "District") according to the rate and method of
apportionment of special tax 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.
The2006 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") withinor in the vicinity of the District, (ii)
to eliminate an existing special assessment lien (the "Prior Lien"), on parcels in the District imposed by the COlllltyof Riverside Assessment
DistrictNo. 161, (iii) to fimd interest on the 2006 Bonds through September 1, 2006, (iv) to pay certain administrative expenses related to the
DistricI,(v) 10 pay ihe cosls ofissuingihe 2006 Bonds and (vi) 10 eslablishaReserve Fundforihe 2006 Bonds. See "ESTIMATED SOURCES
AND USES OF FUNDS" and "PLAN OF FINANCE; IMPROVEMENTS TO BE FINANCED WITH PROCEEDS OF THE 2006 BONDS"
herein.
The 2006 Bonds will be issued in denominations of$5,000 or integral multiples in excess thereof. The 2006 Bonds, when delivered,
will 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 2006 Bonds as described herein llllder "THE 2006 BONDS - Book-Entry and DTC."
The 2006 Bonds are subject to optional redemption, mandatory redemption from prepayments of Special Taxes and mandatory
redemption as described herein.
THE 2006 BONDS, THE INTEREST THEREON, AND ANY PREMIUM PAYABLE ON THE REDEMPTION OF ANY
OF THE 2006 BONDS, ARE NOT AN INDEBTEDNESS OF THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT SET
FORTH IN THE FISCAL AGENT AGREEMENT), THE STATE OFCALIFORNIA (THE "STATE") ORANYOF ITS POLITICAL
SUBDIVISIONS, AND NEITHER THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT SET FORTH IN THE FISCAL
AGENT AGREEMENT), THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE FOR THE 2006 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 2006 BONDS. OTHER THAN THE SPECIAL TAXES LEVIED WITHIN
THE DISTRICT, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE 2006 BONDS. THE 2006 BONDS ARE NOT A
GENERAL OBLIGATION OF THE AUTHORITY BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY FOR THE
DISTRICT PAYABLE SOLELY FROM THE SOURCES PROVIDED IN THE FISCAL AGENT AGREEMENT.
This coverpage contains certain information for quick reference only. It is not a summary of the issue. Potential investors must
read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the 2006
Bonds. Investment in the 2006 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 2006 Bonds.
MATURITY SCHEDULE
(See Inside Cover)
Please referto the inside cover page for a sillIlfllaryofthe principal amollllts, interest rates, reofferingyields and CUSIP@ munbers
for ihe 2006 Bonds.
The 2006 Bonds are offered when, as and ifissued and accepted by the Underwriter, subject to approval as to their legalityby Quint
& Thirnrnig LLP, San Francisco, California, Bond Counsel, and subject to certain other conditions. McFarlin & Anderson LLP, Lake Forest,
California is acting as Disclosure COllllsel. 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 andfor Ashby USA, LLC by its cOllllsel, Pillsbury Winthrop Shaw
PittrnanLLP, Los Angeles, California. !tis anticipated that the 2006 Bonds, in book-entryforrn, will be available for delivery to DTC in New
York, New York on or about__, 2006
Stone & Youngberg LLC
Daled:
,2006
*Preliminary, subject to change.
MATURITY SCHEDULE
$
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIP AUGH RANCH)
2006 SPECIAL TAX BONDS
$ Serial Bonds
Base CUSIP@No. t
Maturity
(September 1)
2007
2008
2009
2010
2011
2012
2013
2014
2015
Principal
Amount
$
Interest
Rate
Yield
CUSIP@
No.t
Maturity
(September 1)
2016
2017
2018
2019
2020
2021
2022
2023
2024
Principal
Amount
$
Interest
Rate
%
Yield
CUSIP@
No.t
%
%
%
$
$
% Term 2006 Bonds due September 1,20 , Yield
% Term 2006 Bonds due September 1, 2036, Yield
% CUSIP@Nol
% CUSIP@ No.1
*
Preliminary, subject to change.
CUSIP@ A registered trademark of the American Bankers Association. Copyright I(J 1999-2006 Standard &
Poor's, a Division of The McGraw-Hill Companies, Inc. CUSIP" data herein is provided by Standard & Poor's
CUSIP Service Bureau. This data is not intended to create a database and does not serve in any way as a
substitute for the CUSIP Service Bureau. CUSIP@ numbers are provided for convenience of reference only.
Neither the School District nor the Underwriter takes any responsibility for the accuracy of such numbers.
t
Thefollowing language to be inserted by the printer, in red, at the top of the POSfront cover:
PRELIMINARY OFFICIAL STATEMENT DATED
,2006
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 herein 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 ofthese securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
TEMECULA PUBLIC FINANCING AUTHORITY
BOARD OF DIRECTORS
Ron Roberts, Chairperson
Charles W. Washington, Vice Chairperson
Jeff Comerchero, Member
Maryann Edwards, Member
Michael S. Naggar, Member
AUTHORITY/CITY STAFF
Shawn Nelson, Executive Director and City Manager ofthe City of Temecula
Genie Roberts, Authority Treasurer and Finance Director ofthe City of Temecula
Susan Jones, Authority Secretary and City Clerk ofthe City of Temecula
SPECIAL SERVICES
Bond Counsel
Quint & Thirnmig LLP
San Francisco, California
Authority Counsel
Richards, Watson & Gershon
A Professional COf}~oration
Los Angeles, Cahfornia
Disclosure Counsel
McFarhn & Anderson LLP
Lake Forest, Cahfornia
Special Tax Consultant
David Taussig & Associates, Inc.
Newport Beach, Cahfornia
Financial Advisor to the Authority
Fieldrnan, Rolapp & Associates
Irvine, California
Fiscal Agent
US. Bank National Association
Los Angeles, Cahfornia
Appraiser
Stephen G. White, MAl
Fullerton, Cahfornia
Market Absorption Consultant
Empire Economics, Inc.
Capistrano Beach, California
NO DEALER, BROKER SALESPERSON OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENT ATIONWITHRESPECT
TO THE 2006 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
ORA SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY OFFER, SOLICITATION
OR SALE OF THE 2006 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 2006 BONDS.
Statements contained in this Official Statement which involve time estimates, forecasts or matters
of opinion, whether or not eXfressly so described herein, are intended solely as such and are not to be
construed as representations 0 fact. The information set forth herein has been furnished by the Authority
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 witliout notice and neither the delivery
of this Official Staternentnor any sale made hereunder shall, under any circumstances, create any implication
thatthere has been no change in the affairs of the District or any other entity described herein since the date
hereof.
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 2006 BONDS, THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE 2006 BONDS AT ALEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREV AIL
IN THE OPEN MARKET. SUCH ST ABILIZINq, IF COMMENCEq~MA Y BE DISCONTINUED AT
ANY TIME. THE UNDERWRITER MAY OFJ:<ER AND SELL Ttill 2006 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 2006BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE 2006
BONDSHA VENOT BEEN REGISTERED ORQUALIFIED UNDER THE SECURITIES LAWS OF ANY
STATE.
TABLE OF CONTENTS
Pa~e
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1
General ........................................................................ 1
The Authority ................................................................... 1
The Community Facilities District .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1
Purpose of the 2006 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
Sources of Payment for the 2006 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 4
~ffE~e%pti~~' : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :: ~
Risk Factors Associated with Purchasing the 2006 Bonds ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
Forward Looking Statements ....................................................... 7
PlOfessionals Involved in the Offering .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
Other Information .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
CONTINUING DISCLOSURE ........................................................ 7
PLAN OF FINANCE; IMPROVEMENTS TO BE FINANCED
WITH PROCEEDS OF THE 2006 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8
ESTIMATED SOURCES AND USES OF FUNDS ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
THE 2006 BONDS ................................................................. 10
Description of the 2006 Bonds ..................................................... 10
Debt Service Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 12
Terms of Redemption .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
Transfer and Exchange of Bonds ................................................... 15
Book-Entry and DTC ............................................................ 15
SECURITY FOR THE 2006 BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 15
General ....................................................................... 15
~~~i:~JM:tho'd::'.::'.::'.::'.::::::'.::'.::'.::'.::'.::'.:::::::::'.::'.::'.::'.::'.::'.::::: ~~
Special Taxes and the Teeter Plan .................................................. 19
PlOceeds of Foreclosure Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 19
~~~~~u~dxFund : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : :: ~g
Reserve Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 21
Investment of Moneys in Funds .................................................... 21
Additional Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 21
Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 22
THE AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 23
Authority for Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 23
THE COMMUNITY FACILITIES DISTRICT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26
General ....................................................................... 26
Description of the District. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 27
ConditIOns to the Release of Building Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 28
Specific Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 30
EnvilOnmental Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 30
Development Agreement; Deferral Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 32
Other Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 33
Acquisition of hnplOvements ...................................................... 34
PROPERTY OWNERSHIP AND DEVELOPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 34
Descri11Yon ofPlOject . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 34
Ash&ne~~ L~C. : '. : : '. '. : '. '. : '. '. : '. '. : '. '. : '. '. : '. '. : : '. : : '. '. : '. '. : '. '. : '. '. : '. '. : '. '. : : '. : : '. '. : '. '. : '. '. : '. '.: ~~
Estimated Development Costs,;,Plan of Finance . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . .. 36
Sale of Phase II to KB Horne Loastal Inc.; Take Down Opbons .. . . . . . . . . . . . . . . . . . . . . .. 42
Ohio Savings Bank Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 46
Estimated Absorption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 51
History ofPlOperty Tax Payment; Loan Defaults; Bankmptcy . . . . . . . . . . . . . . . . . . . . . . . .. 52
Continental Residential, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 53
-I-
Davidson Roripaugh Ranch 122, LLC ............................................... 55
The Tanamera/Ronpaugh Entities .................................................. 57
KB Horne Coastal Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 60
Estimated Special Tax Allocation by PlOperty Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 63
Direct and Overlapping Debt ...................................................... 66
Estimated Value-to-Llen Ratios .................................................... 69
Overlapping Assessment and Community Facilities Districts ............................. 72
Estimated Assessed Value-to-Llen RatIOS ............................................ 72
Transportation Uniform Mitigation Fee; Multiple Species Habitat Conservation Plan. . . . . . . . .. 72
Market Absorption Study ......................................................... 74
Appraised PlOperty Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 76
BONDOWNERS'RISKS ............................................................ 77
Risks of Real Estate Secured Investments Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 77
Concentration of Ownership .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 78
Failure to Develop PlOpertles ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 78
~pecial Taxes Are Not Personal Obligations .......................................... 78
'lhe 2006 Bonds Are Limited Obligations of the District. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 79
tfg:;al)~e~~~~t' '. : : '. '. : : '. : : '. : : '. : : '. : : '. : : '. : : '. : : : '. : : '. : : '. : : '. : : '. : : '. : : '. : : '. '. : : '. : : '. : : '.: ~~
Burden of Parity Liens, Taxes and Other Special Assessments on the Taxable PlOperty ........ 80
Disclosure to Future Purchasers .................................................... 80
Government Ap']JlOvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 81
Local, State ana Federal Land Use Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 81
Endangered and Threatened Species . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 82
Hazardous Substances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 82
Levy and Collection of the Special Tax; Insufficiency of the Special Tax ................... 83
~~~...............................................................M
Depletion of Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 84
Pofential Delay and Limitations in Foreclosure PlOceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 85
Bankmptcy and Foreclosure Delay. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 85
Payments by FDIC and Other Federal Agencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 87
Payment of Special Tax Not a Personal Obligation of the PlOperty Owners ... . . . . . . . . . . . . . .. 87
Factors Affecting Parcel Values and Aggregate Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 88
No Acceleration PlOvisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 88
Community Facilities District Formation ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 88
Billing of Special Taxes .......................................................... 88
Collection of Special Tax ......................................................... 89
Right to Vote on Taxes Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 89
Ballot Initiatives and Legislative Measures ........................................... 90
Limited Secondary MarKet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 90
L9S~ of. Tax ExernptioJ;! . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 90
LllmtatlOns on Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 91
LEGALMATTERS................................................................. 91
~~~a~~.lin~~i~n'::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ~~
IRS Audit of Tax-Exempt Bond Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 91
No Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 91
No General Obligation of the Authority or the District . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 92
NO RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 92
UNDERWRITING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 92
PROFESSIONAL FEES ............................................................. 92
MISCELLANEOUS ................................................................ 92
-11-
APPENDIX A -
APPENDIX B -
APPENDIX C -
APPENDIX 0 -
APPENDIX E -
APPENDIX F -
APPENDIX G -
APPENDIX H -
APPENDIX I -
APPENDIX J -
APPENDIX K -
General Information About the City of Temecula ........................ A-I
Rate and Method of Apportionment of Special Tax Temecula Public
Financing Authority Community Facilities District No. 03-02
(Roripaugh Ran~h) ................................................ B-1
Summary Appraisal Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. C-l
Market AbsorptIOn Study. ........... .................................. 0-1
Summary ofCertam PlOvlslOns of the Fiscal Agent Agreement ............. E-l
Form of Community Facilities District Continumg Disclosure Agreement. . . . . . F-l
Form of Ashby USA, LLC and the TanameraiRonpaugh Entities Continuing
Disclosure Agreement ............................................. G-l
Form ofOpmlOn of Bond Counsel .................................... H-l
~~~~d~~:M~ys~fih~ C~~;';~~iiy F~~;l;t;~~ Di~t~;~t'(;~~l~d;~g fu{pr~~;';';';;t' . .. I-I
Areas thereofl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J-l
Building Permit Thresholds ......................................... K-l
-111-
REGIONAL LOCATION MAP
[Regional Map to be provided by Stone & Youngberg LLC]
AERIAL MAP
[Aerial Map to be provided by Appraiser]
OFFICIAL STATEMENT
$51,710,000'
TEMECULAPUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIPAUGH RANCH)
2006 SPECIAL TAX BONDS
INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description oland
guide to, and is qualified by, more complete and aetailed information contained in the entire Official
Statement, including the cover page and appendices hereto, and the documents snmmarized or described
herein. A full review should be made of tne entire Official Statement. The offering of the 2006 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 Public Financing Authority (the "Authority"),
on behalf of the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh
Ranch) (the "District" or the "Community Facilities District") of $51,710,000' aggregate principal amount
of the Temecula Public Financing Authorit~ Community Facilities District No. 03-02 (Roripaugh Ranch)
2006 Special Tax Bonds (the "2006 Bonds' ).
The 2006 Bonds are issued pursuant to the Act (as defined below) and a Fiscal Agent Agreement,
dated as of March 1,2006 (the "Fiscal Agent Agreement"), by and between the Authority, for and on behalf
of the District, and U.S. Bank National Association, as Fiscal Agent (the "Fiscal Agent"). See "THE
AUTHORITY - Authority for Issuance" herein. The Authority may issue additional Donds secured on a
parity with the 2006 Bonds for the remaining $3,290,000' of authonzation of the District or for refunding
purposes. The 2006 Bonds and any parity bonds are referred to herein as the "Bonds."
Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings
/liven such terms in the Fiscal Agent Agreement, some of which are set forth in Appendix E hereto
Summary of Certain Provisions ofthe 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 Aiticles 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 AUTHORITY" and "THE
COMMUNITY FACILITIES DISTRICT."
The Community Facilities District
The District was formed and established by the Board of Directors of the Authority on January 11,
2005 pursuant to the Mello-Roos Community Facilities Act of 1982, as 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 then qualified electors of the District, unanimously authorized the District
to incur bonded indebtedness in the aggregate not-to-exceed amount of $55,000,000 and approved the levy
of a Special Tax (the "Special Tax") on certain real property located in the District for the payment of debt
service and administrative expenses of the District.
Once duly established a community facilities district is a legally constituted govemmental entity
established for the purpose of financing specific facilities and services Within defined Doundaries. Subject
to approval by a two-tliirds vote of the qualified voters within a community facilities district and compliance
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.
*Preliminary, subject to cliange.
1
The District is comprised of approximately 800 NOSS acres of land located in the far north end of
the City, in the south-westerly portion of the County of Riverside (the "County"). The District is located
along the south side of Murrieta Hot Springs Road, and along the future northerly extension of Butterfield
Stage Road, about 1. 5 miles east of Winchester Road (Highway 79). Nicolas Road and North Loop Road
wilI provide internal circulation to a portion of the Distnct. The land in the District is expected to be
developed with a master-planned community that is approved for up to 2,105 dwelling units, but is currently
planned for approximately 1,745 units. In addition, there is exp.ected to be approximately 10 net acres of
commercial development proposed for a neighborhood retail center, approximately 12 acres for an
elementary school site, approximately 20 acres for a middle school site, an approximately 19.7-acre sports
park (Planning Area 27), an approximately r5.1]-acre neighborhood park (Planning Area 6), two pnvate
recreation facilities, private and public traifs and paseos, an approximately 2-acre fire station site, and
approximately 202.7 acres of natural open space to be preserved as permanent habitat and related flood
control improvements to Lollg Valley Wash and Santa Gertrudis CreeK. The property within the District is
governed by the Roripaugh Kanch Specific Plan approved by the City Council.
The property within the District is planned to be developed in 2 phases, which are referred to herein
as Phase I, located in the northwest portion of the property and Phase II, located in the east portion of the
property. Phase I is estimated to include approximately 515 homes and encompasses approximately 75.81
net acres. Phase II encompasses approximately 1,230 proposed residential lots which have been approved.
Phases I and II are expected to contain gated neighborhoods. Rough grading is complete for Phase I, is
approximately [90]% complete for the "village core" area of Phase 11 (Planning Areas 10, 11, 12, 33A
and 33B). RougIilradmg is approximately 80% complete for the balance of the property within Phase II.
Builders in Phase , except for Continental Residential, Inc., have acquired their respective tracts within
Phase I. The school sites maybe sold by Ashby USA, LLC (as defined below) to Temecula Valley Unified
School District if the School District chooses to purchase the sites.
. Ashby USA, LLC("Ashby USA, LLC''), the master developer of the property in the District,
is a California limited liability company based in Corona, California, formed by its members with
respect to the Roripaugh Ranch project. Ashby USA, LLC is managed by Ashby Development
Company, Inc., a California corporation. The other member of Ashby USA, LLC is USA Investment
Partners, LLC, a Nevada limited liability company, and an affiliate of USA Commercial Mortgage
Company, a Nevada corporation (dba "USA Capital"). Ashby USA, LLC had acquired all ofthe
property within the Distnct and has sold or entered into agreements for the sale of pro perty proposed
for development of 515 homes within Phase I and has entered into agreements for the sale of
property proposed for development of approximately 1,230 homes in PhaseII. (112homes proposed
m PA 12 and approximately 1,118 homes proposed in other Planning Areas of Phase 11.)
An agreement has been entered into between Ashby USA, LLC and Continental Residential,
Inc., a California corporation ("Continental Residential, Inc.") related to 104 lots in Planning Area
1A, which sale is pending and is anticipated by Ashby USA, LLC and Continental Residential, Inc.
to close in October 2006 after conditions to the issuance of building permits in Phase I are satisfied.
Sales have closed escrow with Davidson Roripaugh Ranch 122, LLC which is under common
ownership with Davidson Communities, LLC, a California limited liability company ("Davidson
Commumties, LLC") and for which Davidson Builders, Inc., a California corporation is under
contract to develop the property (99 lots in Planning Area 2).
.
.
Ashby USA, LLC had entered into agreements for the sale of 99 lots in Planning Area 3,
100 lots in Planning Area 4A and 113 lots in Planning Area 4B with three purchasers. Litigation
against Ashby USA, LLC, among others, was filed by the purchaser oflots within Planning Area 4A
in February 2005 and by the purchaser of lots withm Planning Area 4B in August 2005.
Negotiations resulted in the sale of the lots in Planning Area 4A on June 30, 2005 to
TanameraiRoripaugh, LLC, a California limited liability company ("Tanamera/Roripaugh, LLC")
and the sale of the lots in Planning Area 4B on January 6,2006 to Traditions at Roripaugh, LLC, a
California limited liability company ("Traditions at Roripaugh, LLC"). Upon each closing the
respective lawsuits were dismissed with prejudice. In addition, on November 2, 2005, the lots in
Planning Area 3 were sold to TanameraiRonpaugh II, LLC, a California limited liability company
("TanameraiRoripaul;h II, LLC," and together with Tanamera/Roripaugh, LLC and Traditions at
Roripaugh, LLC, the 'Tanamera/Roripaugh Entities"). The Tanamera/Roripaugh Entities operate
under the name of Tanamera Residential Group. The TanameraiRorir.augh lOntlties are owned by
Tanamera Homes, LLC, a California limited liability company ('Tanamera Homes, LLC'').
Tanamera Homes, LLC is owned by Monaco Diversified Corporation, a California corporation and
HousingPartners,LLC, aNevada limited liability company("Housing Partners"). Housing Partners
is owned by USA Investment Partners, LLC, a Nevada limited liability company ("USA Investment
Partners, I:LC"), which is a member of Ashby USA, LLC.
2
In addition on August 1, 2003, Ashby USA, LLC entered into a contract for the sale of 112 of the
approximately 1,2'30 proposed single family lots proposed for development in Phase II with KB Horne
CoastalInc., a California corporation ("KB Horne Coastal Inc.") (112 lots in Planning Area 12 of Phase II)
and subsequently on July 11, 2005, entered into a contract with KB Horne Coastal Inc. for the balance of
approximately 1,118 of the approximately 1,230proposed single family lots within PhaseII. Approximately
10 net acres in Planning Area 11 of Phase II were not part ofthe contract with KB Horne Coastal Inc. and
are planned for sale by Ashby USA, LLC to a future purchaser for commercial development as a
neighborhood retail center. The arrangement with Coastal Inc. involves the sale of the 112 lots in Planning
Area 12 when permits may be issued III Planning Area 12. In addition, it is currently estimated by Ashby
USA, LLC that the grading of the lots in Phase If to a blue-top condition and other development conditions
will be completed trom approximately September 2006 through January 30, 2007. When this occurs, and
Ashby USA, LLC's work IS completed, which includes satisfaction of the conditions to release of building
ps:rmlts and satisfaction of conditions relating to issuance of certificates of occupancy, the option to KB
Horne Coastal Inc. provides for KB Horne Coastal Inc. to begin taking down or closing on poitions of the
lots. Pursuant to the agreement entered into on July 11, 2005, KB Horne Coastal Inc. may acquire
approximately 412' of the lots in Phase II in Planning Areas 16, 23, 24 and 31, or may acquire all ofthe
approximately 1,118' remaining lots (not including the 112 lots in Planning Area 12 that are subject to a
separate transaction). AcquisitIOn is expected to commence in the first quarter of 2007. If the option for
approximately 412 lots is selected, the sale of the approximately 412 lots would close within 45 days of the
ability to obtain building permits and satisfaction of conditIOns relating to issuance of certificates of
occupancy and the date of acceptance of the Blue Top Condition specified in the Option Agreement (as
described below in "PROPERTY OWNERSHIP AND DEVELOPMENT - Description of Project - Ashby
USA, LLC - Sale ofP hase]] to KB Home Coastal Inc. ; Take Down Options", unless KB Horne Coastal Inc.
elects to delay the close for eight months after said election. If the option for approximately 412 lots is
selected, Ashby USA, LLC would market the remaining approximately 706 lots to other merchant builders.
If the approximately 1 118 lot option is exercised then the lots will be purchased over a period of
approximately 5 years. there is no assurance that any agreements for lot sales not yet consummated will be
peiformed as expected.
With regard to the timinR of completion of improvements, the City has reviewed the construction
schedule prepared by Ashby US/!, LLC and has indicated the schedule is feasible but is aggressive. The
schedule assnmes only minimal construction delays such as may occur due to delay in receipt of necessary
Resource Agency or other approvals, delays in award of construction contracts, delays in delivery of
construction materials, or delays due to inclement weather. The City has indicated that a time frame
between March 2007 and September 2007 is more realistic for assnmption as to completion of the necessary
infrastructure. The City makes no representation whatsoever that tTie schedule as provided by Ashby USA,
LLCwill be achieved. TheMarketAl5sorption Study and the Appraisal were prepared utilizing an estimated
date of com]Jletion of September 2007 so as to take into account the possibility that the scheaule prepared
by Ashby U3A, LLC is not achieved.
Ashby USA, LLC is subject to a number of constraints with various requirements that must be met
for the issuance by the City of building permits for property in the District. Upon issuance of the 2006
Bonds, development requirements will have been met which allow up to 107 building permits to be issued.
Ashby USA, LLC estimates it will satisfy the development requirements which allow up to 515 building
permits to be issued by approximately the end of September 2006. Initially, development with respect to 54
building permits in Planmng Areas 2 by Davidson Communities, LLC and 53 building permits in Planning
Areas 3 and 4Aby Tanamera Residential Group is expected to commence during the second quarter of2006.
Developmentbeyond 107 building permits requires satisfaction of specified development conditions. Ashby
USA, LLC expects those conditions to be satisfied a few months before the time at which Ashby USA, LLC
expects to satisfy the conditions which allow development of the residential and commercial lots in Phase
I 424 lots represents the aggregate estimated number of lots In Planning Areas 16, 23, 24, and 31 at the time Ashby
USA, LLC and KB Home Coastal Inc. Entered into the Option Agreement and Agreement for Purchase and Sale of
Real Property and Escrow Instructions, dated as of July II, 2005, with KB Home Coastal Inc., as optionee, and
Ashby USA, LLC, as optionor (the "Option Agreement"). 1,129 represents the aggregate estimated number of lots
in the other Planning Areas subject to the Option Agreement at the time Ashby USA, LLC and KB Home Coastal
Inc. entered into the Option Agreement Current estimates for Planning Areas 16, 23, 24 and 31 aggregate 412 lots
and for the other Planning Areas the lots aggregate approximately 706 lots. For convenience of reference when
describing the terms of the Option Agreement, the current number of estimated will be used rather than the estimated
number of lots referenced in the Option Agreement will be used in the Official Statement The actual number of lots
in any Planning Area may change as development plans are refined over time.
2 Resource Agencies include the California Department ofFish and Game, the Army Corp of Engineers and the
California Regional Water Quality Control Board.
3
II. See "THE COMMUNITY FACILITIES DISTRICT" and "PROPERTY OWNERSHIP AND
DEVELOPMENT" for a description of the District, Ashby USA, LLC, the merchant builders and the
development. The City makes no representation as to the ability of Ashby USA, LLC to satisfy requirements
in a timely fashion.
The various merchant builders currently anticipated by Ashby USA, LLC to be involved in
development within Phases I and II include (i) Continental Residential, Inc., (ii) Davidson Builders, Inc. for
Davidson Communities, LLC, (iii) TanameraResidential Group for the Tanamera/Roripaugh Entities, and
(iv) KB Horne Coastal Inc. These merchant builders, together with any other merchant builder which
becomes involved in the development, are each individually referred to as a "Merchant Builder" and
collectively referred to as the "Merchant Builders." Detailed information about the location of and prop,erty
ownership and land uses in the District is set forth in "THE COMMUNITY FACILITIES DISTRICT' and
"PROPERTY OWNERSHIP AND DEVELOPMENT "herein.
Purpose of the 2006 Bonds
The 2006 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 "hnprovements") to be located within or in the vicinity' of the District, (ii) to eliminate an
existing special assessment lien (the "Piior Lien''), on parcels in the District imposed by Assessment District
No. 161 (Winchester Pioperties) of the County ("County AssessmentDistrictNo. 161'') rDISCUSS TIMING
OF AD 161 PAYOFF AND CURRENT REFUNDING REQUIREMENTS], (iii) to fund interest on the 2006
Bonds through September] 1,2006, (iv) to pay certain administrative expenses related to the District, (v) to
pay the costs of issuing the 2006 Bonds and (VI) to establish a Reserve Fund for the 2006 Bonds. See "PLAN
OF FINANCE; IMPROVEMENTS TO BE FINANCED WITH PROCEEDS OF THE 2006BONDS"herein.
Sources of Payment for the 2006 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 rrepayments 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" do 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 beused in a manner consistent with the Act. "Special Taxes" are defined in the Fiscal
Agent Agreement as the special taxes levied within the District rursuant to the Act, the ordinance adopted
by the legislative body of the District rroviding for the levy of the Special Taxes and the Fiscal Agent
Agreement. The SJ;'ecial Taxes will be levied in accordance with the Rate and Method of Apportionment
of Special Tax (the 'Rate and Method") recorded as a lien on the Pioperty pursuant to the Notice of Special
Tax Lien.
Pursuant to the Act, the Rate and Method, the Resolution ofF ormation (as defined herein) and the
Fiscal Agent Agreement, so long as any Bonds are outstanding, the Authority will annually levy the Special
Tax agamst the land within the DistrICt not exempt from Special Taxes under the Act and the Rate and
Method ("Taxable Pioperty") in accordance with the proceedings for the authorization and issuance of the
Bonds and 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 due on all Bonds, for the calendar year that commences in such
Fiscal Year; (ii) pay Admmistrative Expenses; and (iii) pay any amounts re'luired 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 2006 BONDS
- Special Taxes and the Teeter Plan" herein.
The Rate and Method exempts from the Special Tax up to 511.11 acres of Piorerty Owner's
Association Pioperty and Public Pioperty. Such property includes rarcels for a private mini-park, for a
private recreation center, for open space, for flood control facilities, for equestrian trails, for public parks,
for school sites, and for a fire station site. See "SECURITY FOR THE 2006 BONDS - Rate and Method"
and "BONDOWNERS' RISKS -Exempt Pioperties."
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 2006 BONDS -
Pioceeds of Foreclosure Sales."
4
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 TOTHEP A YMENTOF THE 2006
BONDS. OTHER THAN THE SPECIAL TAXES OF THE DISTRICT, NO TAXES ARE PLEDGED
TO THE PAYMENT OF THE 2006 BONDS. THE 2006 BONDS ARE NOT A GENERAL
OBLIGATION OF THE AUTHORITY OR THE DISTRICT, BUT ARE LIMITED OBLIGATIONS
OF THE AUTHORITY FOR THE DISTRICT PAYABLE SOLELY FROM THE SOURCES
PROVIDED IN THE FISCAL AGENT AGREEMENT.
Appraisal
An appraisal prepared by an MAl a~praiser of the residential and commercial land that comprises
the District dated Feliruary 10, 2006 (the' Appraisal"), has been prepared by Stephen G. White, MAl of
Fullerton, California (the' Appraiser") in connection With issuance onhe 20U6 Bonds. The purpose of the
appraisal was to estimate the aggregate market value of the "as-is" condition of the property in each of the
5 separate tracts in Phase I, tlie "panhandle" area, plus the remaining ownership ot~ Asliby USA, LLC
comprising Phase II, the "pan" area. The Ageraisal also reflects the proposed District financing, as well as
the tax rates of approximately [1.6% to 1.8 Yoj[1.9% to 2.0%] of the estimated sales prices of the homes to
be built in the District including the Special Taxes to the future homeowners. The Appraisal is based on
certain assumptions. Subject to fhese assumptions, ihe 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 January 15, 2006,
was as follows:
5
Ownership
Phase I - "Panhandle" Area: Builder (Tract Name)
DR Horton - Continental Homes (Castillo)
Davidson Roripaugh Ranch 122, LLC (n/a)
Tanamera/Roripaugh II, LLC (Madison)
Tanamera/Roripaugh, LLC (Shutters)
Traditions at Roripaugh, LLC (Hamptons)
Subtotal
Market Value
$17,670,000
19,510,000
18,720,000
19,310,000
19020 000
$94,230,000
Phase II "Pan" Area: Owner
Ashby USA, LLC
Total
$75,380,000
$169,610,000
The values are based on the assumption that the master developer will complete the infrastructure
in a timely manner such that building permits will be available for development to occur as rrojected in the
absorption conclusions by the Market Absorption Consultant. The Market Absorption -Study contains
projected absorption of production homes tliat differ from those of Ashby USA, LLC. The Market
Absorption Study and the Appraisal were prepared utilizing an estimated date of completion of September
2007 so as to take into account the possibility that the schedule prepared by Ashb)l USA, LLC is not
achieved. The Authonty makes no representatIOns on the ability of Ashby USA, LLC to perform m the
manner assumed by Ashby USA, LLC or assumed in the Appraisal, or as to the accuracy or completeness
of the Appraisal or the market absorption study.
Thefee 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 2006 Bonds. The market
values reported in the Apl1raisal result in an estimated overall value-to-lien ratio of [3.26]: 1,1 with a value
of approximately [7.08]:1' with respect to Phase I and approximately [1.95]: l' with respect to Phase II,
calculated with respect to the 2006 Bonds and excludin?, the overlapping assessment debt relating to the
Prior Lien and general obligation bond debt based on a710cation oJ Special Taxes levied as Undeveloped
Property. The value-to-lien ratios of individual parcels will differ from the foregoing aggregatevalue-to-lien
ratio. See Table 5 - "Estimated Value-to-Lien Analysis" in "PROPERTY OWNERSHIP AND
DEVELOPMENT - Value-to-Lien Ratios" section. See "BONDOWNERS' RISKS - Burden of Parity
Liens, Taxes and Other Special Assessments on the Taxable Property" and "BONDOWNERS' RISKS-
Arpraised Values" herein and APPENDIX C - "Summary Appraisal Report" aprended hereto for further
inlormation on the Appraisal and for limiting conditions relatmg to the Appraisal. Ashby USA, LLC has
provided a letter of credit to the Trustee which may be drawn in the event Special Taxes due with respect
to property owned by Ashby USA, LLC are not paid. See "SECURITY FOR THE BONDS - Letter of
Credit."
Tax Exem ption
In the opinion of Bond Counsel, subject, however, to certain qualifications described herein, under
existing law, interest on the 2006 Bonds is excludable from gross income of the Bondowners thereof for
federal income tax purposes and is not included as an item of tax preference in computing the federal
alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as
amended, butis taken into account in computing an adjustment used in determining the federal alternative
minimum tax for certain corporations. In tile further opmion of Bond Counsel, such interest is exempt from
California personal income faxes. Bond Counsel expresses on opinion regarding any other tax consequences
related to the ownership or disposition of, or the accrual or receipt of mterest on, the 2006 Bonds. See
"LEGAL MATTERS - Tax Exemption" herein.
Risk Factors Associated with Purchasing the 2006 Bonds
Investment in the 2006 Bonds involves risks that maynot be appropriate for some investors. See the
section of this Official Statement entitled "BONDOWNERS' RISKS' for a discussion of certain risk factors
IPreliminary, subject to change.
6
which should be considered, in addition to the other matters set forth herein, in considering the investment
quality of the 2006 Bonds.
Forward Looking Statements
Certain statements included or incorporated byreference in this Official Statement constitute
"forward-looking statements" within themeamng of the United States Piivate Securities Litigation Reform
Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and
Section 27 A of the United States Securities Act of 1933, as amended. Such statements are generally
identifiable by the terminology used such as "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 "PROPERTY OWNERSHIP AND DEVELOPMENT" 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 BEMATERIALL YDIFFERENT FROM ANY
FUTURE RESULTS PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH
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. BankNational Association, Los Angeles, California, will serve as the fiscal agent, paying agent,
registrar and authentication and transfer agent for the 2006 Bonds, and will perform the other functions
required of it under the Fiscal Agent Agreement. Quint & Thirnmig 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.
Pillsbury Winthro]J Shaw Pittman LLP, Los Angeles California, is counsel for Ashby US;'\, LLC
and Tanamera Residential Group. Bond Counsel, Disclosure Counsel and Pillsbury Winthrop Shaw Pittman
LLP have served and continue to serve as counsel to the Underwriter in other transactions.
David Taussig & Associates, Inc., Newport Beach, California, acted as sfecial tax consultant for the
District. Fieldman, Rolapp and Associates, Irvine, California, acts as Financia Advisor to the Authority.
The appraisal work was done by Stephen G. White, MAl of Fullerton, California. Empire Economics, Inc.,
Capislrano Beach, California, acted as Market Absorption Consultant.
Payment of the fees and e'Penses of Bond Counsel, Disclosure Counsel, the Fiscal Agent and the
Underwriter, and of a portion oJ the fees and expenses of the Financial Advisor and the Special Tax
Consultant, is contingent upon the sale and delivery of the 2006 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 2006 Bonds, certain sections of the Fiscal Agent Agreement, security
for the 2006 Bonds, special risk factors, the Authority, the District, Ashby USA, LLC, the Merchant
Builders, information regarding the development plan for the property owned by Ashby USA, LLC and the
Merchant Builders 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 2006 Bonds,
the Fiscal Agent Agreement, and other resolutions and documents are qualified in their entirety by reference
to the complete texts of the 2006 Bonds, the Fiscal AgentAgreement, such resolutions and other documents.
Ail 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 reguestfrom the Temecula Public Financing Authonty, 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 2006 Bonds to
provide annually certain financial information and operating data relating to the 2006 Bonds, the District,
ownership and development of the property in the District whICh is subject to the Special Tax, the occurrence
7
of delinQ!lencies in payment of the Special Tax, and the status of foreclosure proceedings, if any, respectinR
Special Tax delinquencies (the "Authority Annual Report"), and to provide notice of the occurrence ot"
certain enumerated events, if material. The Authority Annual Report is to be provided by the Authority not
later than eight months after the end of the Authonty's fiscal year (which currently would be March 1),
commencing with the report due March 1, 2007. Tlie Authority, the City and related entities have never
failed to comply in all material respects with any previous undertakings with regard to Securities and
Exchange Commission Rule 15c2-12(b)(5) (the "Rule") to provide annual reports or notices of material
events.
Ashby USA, LLC. Ashby USA, LLC has covenanted for the benefit of the owners of the 2006 Bonds
to provide semi-annually certain financial information and information regarding the development of the
property owned by it or its Affiliates (as defined below), in the District (the "Ashby USA, LLC Semi-Annual
Report''), and to provide notice of the occurrence of certain enumerated events, if material. The Ashby USA,
LL'C Semi-Annual Report is to be provided not later April 1 and October 1, commencing with the report due
not later than October 1,2006. [[ASHBY HAS INDICATED THE FOLLOWING: - ] Ashby USA, LLChas
informed the Authority that it and its affiliates have never failed to comply in all material respects with any
previous undertakings with regard to the Rule to provide reports or notices of material events.
Tanamera/Rori[Jau:zjJ, LLC; Tanamera/Roripaugh 11, LLC and Traditions at Roripaugh, LLC.
TanameraiRoripaugh, LLC,~l'anameraiRoripaughII, LLC and Traditions at Roripaugh, LLC have covenanted
for the benefit of the owners of the 2006 Bonds to provide semi-annually certain financial information and
informationregardingthe development of the properties owned by each of them or their Affiliates, other than
property owned by Ashby USA, LLC in the District (the "TanameraiRoripaugh Entities Semi-Annual
Report''), and to provide notice of the occurrence of certain enumerated events, if material. The
TanameraiRoripaugh Entities Semi-Annual Report is to be provided not later than April 1 and October 1,
commencing With the report due not later than October 1, 2006. The Tanamera/Ronpaugh Entities have
indicated tliat in connection with the Willowbrook project in the City of Perris CFD No. 2002-1
(Willowbrook), an affiliate of Tanamera Homes was late in providing the continuing disclosure report that
was due on December 31, 2003. The report was filed in September 2004. Other than such continuing
disclosure report, Tanamera/Roripaugh Entities have informed the Authority that they and their affiliates
have never failed to comply in all material respects with any previous undertakings with regard to the Rule
to provide reports or notices of material events.
Filing of Annual Reports; Ashby USA, LLC Semi-Annual Reports; Tanamera/Roripaugh Entities;
Forms of Reports. Each Authority Annual Report will be filed by the Fiscal Agent, as dissemination agent
for the Authority with each Nationally Recognized Municipal Securities Information Repository and with
each State Repository, if any. Each Ashby USA, LLC Semi-Annual Report and TanameraiRoripaugh
Entities Semi-Annual Report will be filed by the Fiscal Agent, as disseminatIOn agent for Ashby USA, LLC
andas dissemination agent for the TanameraiRoripaughEntities, with each Nationally RecognizedMunicipal
Securities Information Repository and with each State Repository, if any. These covenants have been made
in order to assist the Underwriter in complying with tlie Rule; provided, however, a default under the
Authority Continuing Disclosure Agreement, the Ashby USA, LLCContinumg Disclosure Agreement or the
TanameraiRoripaughEntities Contmuing Disclosure Agreement will not, in itself, constitute a default under
the Fiscal Agent Agreement, and the sole remedy under the Authority Continuing Disclosure Agreement, the
Ashby USA; LLC Continuing Disclosure Agreement orthe TanameraiRoripaugliEntities, in the event of any
failure of the Authority, Ashby USA, LLC, the TanameraiRoripaugh Entities or the applicable Dissemination
Agent, to comply with the Authority Continuing Disclosure Agreement, the Ashby USA, LLC Continuing
Disclosure Agreement or the TanameraiRoripaugh Entities will be an action to compel performance. The
Authority has no obligation to enforce other Continuing Disclosure Agreement obligatIOns. Ashby USA,
LLC's continuing disclosure obligations will terminate upon the occurrence of certain events, including when
it or its Affiliates' propertY is subject to less than 15% of the Special Tax levy of the District for the then
currentFiscal Year. Tlie Tanamerii/RoripaughEntities continuing disclosure obligations will terminate upon
the occurrence of certain events, including when they and their Affiliates' property is subject to less than
15%ofthe Special Tax levy of the Districtfor the then current Fiscal Year. For a complete listing of items
of information which will be provided in the Authority Annual Reports, the Ashby USA, LLC 's Semi-
AnnualReports and the Tanamera/Roripaugh Entities Semi-Annual Reports, see APPENDIX F - "Form of
Community Facilities District Continumg Disclosure Agreement" and APPENDIX G - "Form of Ashby
USA, LLC Continuinlj Disclosure Agreement and Form of TanameraiRoripaugh Entities Continuing
Disclosure Agreement. '
PLAN OF FINANCE; IMPROVEMENTS TO BE FINANCED
WITH PROCEEDS OF THE 2006 BONDS
Acquisition or Construction of Improvements; Payment of Prior Lien. Proceeds of the 2006 Bonds
will be applied to acquire or construct the Improvements, all of which are to be constructed within or in the
8
vicinity of the District. The hnprovements include construction of portions of Murrieta Hot Springs Road,
Butterfield Stage Road, and Nicolas Road, bridges over Long Valley Wash and Santa Gertrudis Creek for
Butterfield Stage Road and over Santa Gertrudis Creek for Nicolas Road, design of and improvements to the
Winchester Road, grading, detention basins and storm drainage improvements to Santa Gertrudis Creek and
Long Valley Wash Channel, habitat mitigation forthe Santa Gertrudis Creek and Long Valley Wash Channel
improvements, sports park improvements, and fire station site acquisition and construction, and equipping
offhefire~tation. The hnprovemel\ts include the acquisition 'If right-of-way, the cost of design, engmeering
and plannmg, the cost of any envITonmental or traffic studies, surveys or other reports, file cost of any
requITed environmental mitigation and any required noise mitigation measures, landscaping and irrigation,
soils testing, permits, plan check and mspection fees, insurance, legal and related overhead costs,
coordination and supervision and any other related costs or appurtenances. In addition, 2006 Bond proceeds
in the amount of approximately $539,410 [excludes $53,040 unfunded lien] will be applied to discharge the
Piior Lien, including the lien relating to authorized but unissued bonds relating to the Piior Lien or to
reimburse Ashby USA, LLC for its provision of funds used to prepay the lien. See "THE COMMUNITY
F ACILITIESDISTRICT - Acquisition ofhnprovements" regarding the Acquisition Agreement between the
Authority and Ashby USA, LLC regarding certain of the Improvements which are to be acquired by the
Authority from Ashby USA, LLC.
The balance of the proceeds of the 2006 Bonds will be used (i) to fund interest on the 2006 Bonds
through September 1,2006, (ii) to pay certain administrative expenses related to the District, (iii) to pay the
costs of issuing the 2006 Bonds, and (iv) to establish a Reserve Fund for the 2006 Bonds.
The Authority has entered into a Joint Community Facilities Agreement with the City whereby the
City agrees to accept dedication of certain hnprovements. The Authority has entered into a Joint Community
Facilities Agreement (Street Improvements) with the County and Ashby USA, LLC, pursuant to which the
County will accept certain road improvements financed by the District. The Authority has entered into a
Joint Community Facilities Agreement (Flood Control Improvements) with the Riverside County Flood
Control and Water Conservation District, the County, the City, and Ashby USA, LLC, pursuant to which the
Riverside County Flood Control and Water Conservation District will accept certain completed storm drain
improvements financed by the District. The Authority has entered into a Joint Community Facilities
Agreement between the Eastern Municipal Water District pursuant to which the Eastern Municipal Water
Dlstrictwill accept certain completed sewer and water improvements financed by the District. The Authority
has entered into an Acquisition Agreement with Ashby USA, LLC providing for the acquisition by the
Authority from Ashby USA, LLC of certain hnprovements. Any of the foregoing agreements may be
amended without any requirement for notice to or the consent of the owners of the 2006 Bonds.
9
ESTIMATED SOURCES AND USES OF FUNDS
The proceeds from the sale of the 2006 Bonds will be deposited into the respective accounts and
funds established by the Authority under the Fiscal Agent Agreement, as follows:
Sources:
Piincipal Amount of 2006 Bonds
Less: Original Issue Discount
Less: Underwriter's Discount
$
(
(
)
)
Total Sources $
Uses:
Deposit into Improvement Fund (1) $
Deposit to Refunding Fund for payment ofPiior Lien(2)
Deposit into Reserve Fund
Deposit into Capitalized Interest Account of the Bond Fund(3)
Deposit into Administrative Expense Fund
Deposit into Cost ofIssuance Fund(4)
Total Uses $
Ol
See "PLAN OF FINANCE; IMPROVEMENTS TOBE FINANCED WITH PROCEEDS OFTHE2006 BONDS"above.
Withinthe IrnprovernentFlUld$ will be deposited into the City ACcOlmt, $ will be deposited into
the EMVVD ACcOlmt, $ WIll be deposited into the Acquisition ACcOlmt, and $ will15e deposited
into the Public Works AdnnmstratlOTI ACCOlmt.
Used to prepay Prior Lien on parcels in the Districtirnposed by COllllty Assessment District No. 161. Ashby USA, LLC
will provide additional fimds to effect a full prepayment.
Represents gross ftmded capitalized interest through September 1, 2006.
Includes, among other things, the fees and expenses of Bond Counsel, Disclosure Counsel, the Financial Advisor, the
Special Tax Consultant and the Fiscal Agent, the cost of printing the Preliminary and final Official Statements and
reimbursement to the District and Ashby USA, LLC for costs advanced towards the issuance of the 2006 Bonds and the
formation of the District.
C'l
OJ
C'l
THE 2006 BONDS
Description of the 2006 Bonds
The 2006 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
September 1, 2006 (each an "Interest Payment Date"), and will mature in the amounts and on the dates set
forth on the inside cover page hereof. The 2006 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 Derository Trust Company ("DTC"), New York. New York. DTC
will act as securities deflository for the 2006 Bonds. Ownership interesfs in the 2006 Bonds may be
purchased in book-entry form only, in denominations of $5,000 or any integral multiple thereof within a
single maturity. So long as the 2006 Bonds are held in book-entry form, principal of, premium, if any, and
interest on the 2006 Bonds will be paid directly to DTC for distribution to the beneficial owners of the 2006
Bonds in accordance with the procedures adopted by DTC. See "THE 2006 BONDS - Book-Entry and
DTC." In the event that the 2006 Bonds are not registered in the name of Cede & Co., as nominee of DTC
or another eligible depository, both the flrincipal and redemfltion price, including any premium, of the 2006
Bonds shall be payable by check in lawful money of the United States of America upon presentation of the
2006 Bonds at the prinCipal office of the Fiscal Agent as specified in the Fiscal Agent Agreement; and
interest on the 2006 Bonds (including the final interest payment upon maturity or earlier redemfltion) is
payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mall to the
registered owner thereof at such registered owner's address as it appears on the registration books maintained
by' the Fiscal Agent at the close of business on the Record Date preceding the Interest P",yment Date, or by
wire transfer to an account within the United States made on such Interest Payment Date upon written
instructions of any Bondowner of$l,OOO,OOO or more in aggregate principal amount of2006 Bonds received
before the applicable Record Date, which instructions sliall continue in effect until revoked in writing, or
until such 2006 Bonds are transferred to a new Bondowner.
The registered owner of any 2006 Bond will be the person or persons in whose name or names a
2006 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 (initially being DTC with respect to all ofthe 2006 Bonds).
10
The "Record Date" with respect to any 2006 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 the2006 Bonds are in book-entry only form, all references in this Official Statement
to the owners or holders of the 2006 Bonds mean DTC and not the Beneficial Owners.
The 2006 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 2006 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 wbich 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 rrior to the
Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing
Date; provided, however~ that if at the time of authentication of a Bond, interest is in default thereon, such
Bond shall bear interest Horn the Interest Payment Date to which interest has previously been paid or made
available for payment thereon.
The principal of, and interest and premium, if any, ]Jayable on the 2006 Bonds will be payable when
due, by wirefransfer 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 III
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 2006
Bonds as described in APPENDIX I - "Book-Entry System."
11
Debt Service Schedule'
The following table presents the annual debt service on the 2006 Bonds (including sinking fund
redemptions), assumingthatthere are no optional redemptions or mandatory redemptions from prepayments
of Special Taxes.
Year Ending
September 1
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
2035
2036
Piincipal
Total
Debt Service
Interest
$
$
$
$
$
$
IPreliminary, subject to change.
12
Terms of Redemption
The 2006 Bonds are subject to redemption upon the circumstances, on the dates and at the prices set
forth as follows.
Optional Redemption.' The 2006 Bonds maturing on or after September 1, 20 are subject to
optional redemption prior to their stated maturity on any Interest Payment Date on or after September 1,
20 , as a whole, or in part among maturities so as to maintain substantially level debt service on the Bonds
aniIliy lot within a maturity, at a redemption price (expressed as a percentage of the principal amount of the
2006 Bonds to beredeemea), as set forth below, together with accrued interest thereon to the date fixed for
redemption:
Redemption Date
September 1, 20_ and March 1, 20_
September 1, 20_ and March 1, 20_
September 1, 20 and any Interest Payment
Date thereafter -
Redemption Piice
102%
101
100
Mandatory Sinking Payment Redemption. The 2006 Bonds maturing on September 1, 20 , are
subject to mandatory sinking payment red<;mptio)1 in part on SepteJ:llb~r 1, 20 , and on each Septeiiiber 1
thereafter to matunty, by lot, at a redemptIOn pnce equal to the prmclpal amount thereof to be redeemed,
together with accruea interest to the date fixed for redemption, Without premium, from sinking payments as
follows:
Redemption Date
Sinking Payments
$
(maturity)
The 2006 Bonds maturing on September 1, 2036, are subject to mandatory sinking payment
redemption in part on September 1, 20 , and on each September 1 thereafter to maturity, by lot, at a
redemption price equal to iheprincipal 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
$
2036 (maturity)
The amounts in the foregoing tables shall be reduced to the extent practicable so as to maintain level
debt service on the 2006 Bonds as a result of any prior partial redemption of the 2006 Bonds pursuant to an
optional redemption or mandatory redemption from prepaid Special Taxes, as specified in writing by the
Treasurer to the Fiscal Agent.
IPreliminary, subject to change.
13
Redemption from Special Tax Prepaymentsl Special Tax Piepayments and any corresponding
transfers from the Reserve Fund shall be used to redeem the 2006 Bonds on the next Interest Payment Date
for which notice of redemption can timely be given, by lot within a maturity and allocated among maturities
of the 2006 Bonds so as to maintain substantially level debt service on the Bonds, at a redemption price
(expressed as a percentage of the principal amount of the 2006 Bonds to be redeemed), as set forth below,
together with accrued interest to the date fixed for redemption:
Redemption Date
Any Interest Payment Date from September 1,
2006 and including March 1, 20_
September 1, 20_ and March 1, 20_
September 1, 20_ and any Interest Payment
Date thereafter
Redemption Piice
102%
101
100
Mandatory Redemption From Improvement Fund Transfer. The 2006 Bonds are subject to
mandatoryredemption on tlie next Interest Payment Date for which notice of redemption can timely be given
under the Fiscal Agent Agreement, in part, 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 amounts
transferred from the hnprovement Fund to the Bond Fund pursuant to the Fiscal Agent Agreement.
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 2006 Bonds, upon the filing with the Fiscal
Agent of an officer's certificate re'luesting such purchase at public or private sale as and when, and at such
pnces (including brokerage and otlier charges) as such officer's certificate may provide, but in no event may
2006 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the
date of purchase and anypremmm which would otherwise be due if such 2006 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 Securities Depositories, to one or more Information Services, and to the respective
registered Bondowners of any 2006 Bonds designated for redemption, at their addresses appearing on the
Bond registration books in the principal office ofthe 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 onhe proceedings for the redemption oftlie 2006 Bonds.
Such notice shall state the redemption date and the redemption price and, ifless than all of the then
Outstanding 2006 Bonds are to be called for redemption, shall designate the CUSIP@ numbers and Bond
numbers of the 2006 Bonds to be redeemed by giving the individual CUSIP@ number and Bond number of
each 2006 Bond to be redeemed or shall state tliat air 2006 Bonds between two stated Bond numbers, both
inclusive, are to be redeemed or that all of the 2006 Bonds of one or more maturities have been called for
redemption, shall state as to any 2006 Bond called in part the principal amount thereof to be redeemed, and
shall require that such 2006 Bonds be surrendered at the principal office of the Fiscal Agent for redemption
atthe said redemption price; and shall state that further interest on the 2006 Bonds called for redemption will
not accrue from and after tne redemption date.
Partial Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption
ofless 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 .practica\;lle, substantially level debt service on the Bonds), and by lot within a maturity in any
manner whICh the Fiscal Agent deems appropnate.
Upon surrender of 2006 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
2<J06 Bond or 2006 Bonds, of the same maturity, of authorized denominations in aggregate principal amount
equal to the unredeemed portion of the 2006 Bond or 2006 Bonds.
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 2006 Bonds so called for redemption shall
lPreliminary, subject to change.
14
have been deposited in the Bond Fund, such 2006 Bonds so called shall cease to be entitled to any benefit
under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no
interest shall accrue thereon on or after the redemptIOn date for such 2006 Bonds.
Transfer and Exchange of Bonds
Any 2006 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 the person
in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2006
Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to
the Fiscal Agent. 2006 Bonds may be exchanged at the principal office of the Fiscal Agent for a like
aggregate principal amount of2006 Bonds of authorized denominations and of the same series andmaturity.
The Fiscal Agent shall collect from the Bondownerrequesting such exchange any tax or other govemmental
charge required to be paid with respect to such transter or exchange.
No transfer or exchange shall be required to be made of any 2006 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 2006 Bonds. The 2006 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 fulIy registered 2006 Bond certificate will be issued for each maturity of the
2U06 Bonds, each in the aggregate pnncipal amount of such maturity, and will be deposited with DTC. All
references in this Official Statement to the Bondowners or an owner of 2006 Bonds shall mean DTC or its
designee and not the beneficial owners of the 2006 Bonds. See APPENDIX I - "Book-Entry System."
SECURITY FOR THE 2006 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
~pecial Tax Fund. Pursuant to the Act and the Fiscal Agent Agreement, and subject to the Maximum Special
raxes that may be levied in any Fiscal Year, the Authority win annually levy in each Fiscal Year the Special
Taxes in an amountrequired for the payment of principal of and interest on any outstanding Bonds becoming
due and payable dunng the calendar year commencing in each Fiscal Year, including any necessary
replenishinent of Reserve Fund for t1ie 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 llledged 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 A.ct 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 hnprovement Fund are not pledged to t1ierepayment of the 2006 Bonds. The Improvements constructed
or ac~uired with the proceeds of the 2006 Bonds are not in any way pledged to llay the debt service on the
2006Bonds. Any proceeds of condemnation or destruction of any Improvementslinanced with the proceeds
of the 2006 Bonds are not pledged to pay the debt service on the 2006 Bonds and are free and clear of any
lien or obligation imposed under the Fiscal Agent Agreement.
Sped al 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 m 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 Proflortionate
amounts and bear the same proportionate penalties and mterest after delinquency as do the general taxes on
real property; provided, the Au1hority may provide for direct collection ot-the Special Taxes from property
owners In certain Clfcumstances.
15
Because the Special Tax levy is limited to the maximum Special Tax rates set forth in theRate
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 m any given year to pay debt servIce on
th e 2006 Bo n ds.
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 prop'erty within the District.
There is no assurance thatthe owners of real property in the District will be financially able to pay the annual
Special Tax or thatthey will pay such tax even if financially able to do so. See "BONDOWNERS' RISKS"
herem.
NEITHER THE FAITH AND CREDIT OF THE AUTHORITY NOR THE TAXINGPOWER
OF THE DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN) OR THE
STATE OR ANY POLlTICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF
THE 2006 BONDS. OTHER THAN THE SPECIAL TAXES OF THE DISTRICT, NO TAXES ARE
PLEDGED TO THE PAYMENT OF THE 2006 BONDS. THE 2006 BONDS ARE NOT A GENERAL
OBLIGATION OF THE AUTHORITY, BUT ARE LIMITED OBLIGATIONS OF THE
AUTHORITY FOR THE DISTRICT PAYABLE SOLELY FROM SOURCES PLEDGED 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
APPENDIX B - "Rate and Method of Apportionment of Special Tax Temecula Public Financing Authority
Community Facilities DistrictNo. 03-02 (RoripaughRanch)." The qualified electors of the District approved
the Rate and Method on January 11, 2005. Capitalized terms used in the following paragraphs but not
defined herein have the meanings given to them m 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 thatthe Annual Special Tax may be levied for a period not to exceed 50 Fiscal Years, commencing
with Fiscal Year 2005-06. No amounts were levied in Fiscal Year 2005-06.
Special Tax Requirement. Annually, at the time of levying the Special Tax, the Authority will
determine the amount of money to be collected from Taxable Property in the District (the "Special Tax
Requirement"), which will be the amount required in any Fiscal Year to pay the following:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
annual debt service on all outstanding Bonds due in the calendar year which commences in
such Fiscal Year;
periodic cost on the Bonds~ including, but not limited to, the costs of remarketing, credit
enhancement and liquidityracility fees (including such fees for instruments that serve as the
basis of a reserve fund in lieu of cash related to any such Bonds) and rebate payments;
the Administrative Expenses;
any reasonably anticipated delinquent Special Taxes based on the delinquency rate for
Special Taxes levied m the previous Fiscal Year or otherwise reasonably expected; and
any amount required to establish or replenish any reserve funds for the Bonds; and less
available funds as directed under the Fiscal Agent Agreement.
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 Taxable
Property or Exempt Pioperty. Taxable Pioperty shall be further classified as Residential Pioperty, Non-
ReSidential Pioperty, Taxable Pioperty Owner's Association Pioperty or Taxable Public Pioperty.
Residential Pioperty and Non-Residential Pioperty shall be further c1asslfied as Developed Pioperty and
Undeveloped Property.
(i)
"Develofed Pioperty" means all Parcels of Taxable Pioperty, for which a Final Map was
recorde as of the January 1 and a building permit for new construction was issued as of the
April 1 preceding the Fiscal Year in whICh the Special tax is being levied, exclusive of
Property Owner's Association Pioperty and Public Pioperty.
16
''Ftlf11lltions'' is defined to include U]) to 511.11 acres ofPlOperty Owner's Association and
Pu IC PlOperty. The Rate and Method specifies the classification of certain PlOperty
Owner's Association PlOperty or Public PlOperty, as applicable at the time the District was
established, which plOperty counts toward the limitation of 511.11 acres of PlOperty
Owner's Association Property and Public PlOperty.
''Non-BJ,sid~1Jtial Pror~"means all Parcels ofl.'a~able Property which ~re not classified
as Resl enl1al Property, Property Owner's AssociatIOn Property, or Pubhc Property.
"Prooertv Owner's Association Prooer~ means (i) any Parcel for which the owner of
record, as determined flOm the County sessor's secured tax lOll for the Fiscal Year in
which the Special Tax is being levied, is a plOperty owner's association, including any
master or sub-association, (ii) any Lot locateo in a Final Map' that was recorded as of the
January 1 preceding the Fiscal Year in which the Special Tax is being levied and which, as
determineoflOm such Final Map, is or will be open space, a cornmon area recreation facility
or a private street owned by a plOperty owner's association, (iii) any Lot or Parcel for which
the Land Use is private mini park or private recreation center, or (iv) any Lot or Parcel
which, as of the April 1 precedmg the Fiscal Year for which the Special Tax is being levied,
has been conveyed, irrevocably dedicated or irrevocably offered to a plOperty owner's
association, including any master or sub-association, plOvloed such conveyance, dedication
or offer is submitted to !lie CFD Administrator prior to the May 1 preceding the Fiscal Year
for which the Special Tax is being levied.
"Public Property" means (i) any Parcel for which the owner of record, as determined flOm
the County Assessor's secured tax lOll for the Fiscal Year in which the Special Tax is being
levied, is ihefederal government, the State of California, the County, the City, or any local
government or other governmental agency, (ii) any plOperty witliin a Final Map that is
located within the boundaries of the District and was recorded as of the January 1 preceding
the Fiscal Year in which the Special Tax is being levied and which, as determined trom such
FinalMap, is or will be a public street, (iii) any Lot within a Final Mar that is located within
the boundaries of the District and was recorded as of the January preceding the Fiscal
Year in which the Special Tax is being levied and any Parcels for wliich the Land Use is
neighborhood park, sports park, educational, public institutional, habitat, flood control, or
landscape slope, unless such Lot or Parcel has an underlying residential land use and the
applicable public entity has plOvided notice to the City that it will not acquire or otherwise
taKe ownership of the Parcel, or (iv) any Lot or Parcel which, as of the Apnll preceding the
Fiscal Year for which the Special Tax is being levied, has been conveyed, irrevocably
dedicated to, or irrevocably offered to the federal government, the State of California, the
County, the City, or any local government or other governmental agency, plOvided such
conveyance, dedication, or offer is submitted to the CFD Administrator prior to the May 1
preceding the Fiscal year for which the Special Tax is being levied.
"Residential Proller$; means all Parcels of Taxable Property, exclusive of Property
Owner's Association operty and Public Property, designated With a residential Land Use.
"Taxable Pro~" means all Parcels which are not exempt flOm the Special Tax pursuant
to law or the Rate and Method as Exempt Property.
"Taxable Prop:.erty Owner's Association Property"means all Parcels of Property Owner's
Association operty which are not exempt flOm the Special Tax pursuant to law or the
plOvisions of the Rate and Method relating to Exempt Property.
"Taxable Public Prooerty" means all Parcels of Public Property which are not exemptflOm
the Special Tax pursuantto law or the plOvisions of the Rate and Method relating to Exempt
Property.
'~ )ndeyelop~d Propert~' means all Tal'aple Property not classified as Developed Property,
exclUSive of Property wner's AssociatIOn Property and Pubhc Property.
Maximum Special Tax. The Maximum Srecial Tax for each Parcel of Developed Residential
Property shall be the greater of the applicable Dwel ing Unit Special Tax or Acreage Special Tax. If there
are two or more residential dwelling units located on a Parcel, the applicable Dwelhng Unit Special Tax for
such Parcel shall be the sum of the Dwelling Unit Special Tax for each such residenl1al dwelling unit. The
Maximum Special Tax for each Parcel of Undeveloped Residential PlOperty, Non-Residentia1 Property,
TaxablePropertyOwner's Association Property, and Taxable Public Property shall be the applicable Acreage
Special Tax. The Dwelling Unit Special Tax for Developed Residential Property ranges flOm $1,586 to
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
17
$4,230 per residential dwelling unit based on the residential floor area of the residential unit. The Acreage
Special Tax rates range from $5,620 per acre to $17,665 per acre depending on the property classification
or land use as low density, low medIUm density, medium density standard, medium density cluster, non-
residential property, Taxable Property Owner's Association Property or Taxable Public Property.
The Maximum Special Tax is not subject to escalation.
See APPENDIX B - "Rate and Method of Apportionment of Special Tax Temecula Public Financing
Authority Communit)' Facilities DistrictNo. 03-02 (RoripaughRanch) - Table 1" herein for a listing of the
tax classifications and tax rates in the District.
Method of Apportionment. The Rate and Method provides that commencing with Fiscal Year 2005-
06 and for each following Fiscal Year, the District Administrator shall levy the Special Tax on all Taxable
Property to fund the Special Tax Requirement as follows:
First: The Special Tax shall be levied Proportionately on each Parcel of Developed Property,
up to 100% of the applicable Dwelling Unit Special Tax in the case of Developed Residential
Property and up to 100% of the applicable Acreage Special Tax in the case of Developed Non-
Residential Property;
Second: If additional Special Taxes are needed after the first step, the Special Tax shall be
levied ProportIOnately on eacli Parcel of Undeveloped Property, up to 100% of the applicable
Acreage Special Tax;
Third: If additional Special Taxes are needed after the second step, the Special Tax for
parcels of DevelojJed Proferty for which the Maximum Special Tax is derived from the applicable
Acreage Special Tax shal be mcreased equallx, measured on a percentage basis, from the amounts
levied under the preceding Step 1 up to 100 Yo of the applicable Acreage Special Tax (i.e., the
percentage increase shall be equal for all applicable Parcels, until the Maximum Special Tax is
reached); and
El1w:lh: If additional SjJecial Taxes are needed after the third step, the Special tax shall be
levied ProportIOnately on each Parcel of taxable Property Owner's Association Property and Taxable
Public Property up to the applicable Maximum Special Tax.
Notwithstandingthe above, under no circumstances will the Special Taxes levied against any Parcel
used as a private residence be increased as a consequence of delin~uency or defaultby the owner of any other
Parcel or Parcels within the District by more than ten percent (10 Yo) per Fiscal Year. In additio"k under no
circumstances will the Acreage Special Tax be levied against Parcels of Developed Residential Yfoperty if
the Special Taxes which may be levied against Parcels of Developed Residential Property if the Special
Taxes which may be levied pursuant to the first and second steps above are equal to or greater than the sum
of estimated Administrative JOxpenses and one hundred ten percent (110%) of the then maximum annual debt
service for outstanding Bonds.
Prepaymentin Full. The Maximum Special Tax obligation may be prepaid and permanently satisfied
for a Parcel of Developed Property, Non-Residential Property and Taxable Property Owner's Association
Property. The Maximum Special Tax obligation applicable to such Parcel may be fully prepaid and the
obhgation of the Parcel to pay the Special Tax 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 and all ollier parcels whICh are under the same ownership and located within the District. The Full
Prepayment Amount for an applicable Parcel after the issuance of2006 Bonds is calculated based on Bond
Redemption Amounts and olher costs, all as specified in APPENDIX B - "Rate and Method of
Apl'ortlOnmentofSpecial Tax Temecula Public Financing Authority Community Facilities District No. 03-
02 (Roripaugh Ranch) -Section H" herein. Any such prepayment will result in a redemption of Bonds prior
to matunty. See "THE 2006 BONDS - Terms of Redemption." In addition, the Act authorizes a public
agency which acquires property subjectto the Special Tax to prepay the Special Tax solong as the Authority
determines the prepayment arrangement will fUlly protect tlie interests of the owners of the Bonds.
Prepayment in Part. The Maximum Special Tax on a Parcel of Developed Residential Property,
Non-Residential Property, or Taxable Property Owner's Association Property may be partially prepaid to
allow redemption of Bonds in increments of $5,000. The amount of the prepayment shall be calculated
pursuant to the Rate and Method.
18
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 a tax distribution procedure is implemented and securedroll 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
Pursuantto 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 of a Superior Court action to foreclose the lien therefor within
~pecified time limits. In such an action, the real property subject to the unpaid amount may be sold at judicial
toreclosure 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 comflare the amount of Special
Taxes theretofore levied in the District to the amount of Special Tax Revenue !heretofore 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$5,000, or more, then the Treasurer will send or cause to lle sent a notice of deliilquency(and a
demand for immediate paymentthereof) to the proflerty owner within 45 days of such determmation,
and (if the delinquency remains uncured) foreclosure proceedings will be commenced by the
Authority within 90 days of such determination. Notwithstanding tlie foregoing, the Treasurer may
defer such action if the amount in the Reserve Fund is at least equal to the Reserve Requirement.
AggregateDelinquencies. 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 the prior Fiscal Year or
(ii) there areten (10) or fewer owners of real property in the District, determined by reference to the
latest available secured property tax roll of the County, the Treasurer shall notity or cause to be
notified property owners who are then delinquent in the payment of Special Taxes (and demand
immediale flaymentofthe delinquency) within 45 days of such determination, and the Authority will
commence foreclosure proceedings within 90 days of such determination against each parcel ofland
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 proceedillgs by or against the owner of the delinquent property. See
"BONDOWNERS' RISKS - BallkrUptcy 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' RISKS - Potential Delay and
Limitations in Foreclosure Proceedings." If a judgment of foreclosure and order of sale is obtained, the
judgment creditor (the District) must cause a Notice of LeY}' to be issued. Under current law, a judgment
deblor (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 proflerty 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. If, as a result of such action, a
foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the
revived 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,
iftested, 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.
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 {lurcliase or otherwIse acquire any lot or parcel
of property offered for sale or sullject 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 p",yment of Special Taxes exist, there could be a default or delay in payments
to the Bondowners of the 2006 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 and the Act,
the District may adjust the Special Taxes levied on all property within the District in future Fiscal Years to
19
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 De 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, except as described below 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 m 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
subjectto a lien infavor of the Bondowners and the Authority 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 ilie Fiscal A.gent Agreement. The Authority shall promptly remit any Special
Tax Revenues received by it to the Fiscal Agent for deposit by the Fiscal Agent to the Special Tax Fund,
except that, 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 Piepayments shall be transferred by the Treasurer to the Fiscal Agent for depOSit
by the Fiscal Agent directly III the Special Tax Piepayments 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 TaxPiepayments Account to the
Bond Fund, such that the amount in the Bond Fund equals the flrincipal (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, sucli 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 as described in
"- Investment of Moneys III Funds" below and APPENDIX E - "Summary of Certain Piovisions of the
Fiscal Agent Agreement." Interest earnings and profits resulting from such Illvestment and deposit will be
retained III 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 A~ent, the Capitalized Interest
Account and the Special Tax Piepayments Account. Moneys in the Bond Funaand 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 puqlOses as provided below, and, pending such disbursement, shall be subject to a lien in favor of the
owners 01 the Bonds.
Special Tax Prepayments Account. Moneys in the Special Tax Piepayments 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 from the Reserve Fund) to redeem Bonds on the applicable redemption date.
CapitalizedInterestAccount. 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 socii transfer shall exceed the amount then on deposit in the Capitalized Interest Account.
BondFund. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund
and pay to the owners of the Bonds thepnncipal, 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 insufticient for the purposes set
forth in the preceding sentence, the Fiscal Agent shall withdraw from the ReserveFund to the extent of any
funds therelll amounts to cover the amount of such Bond Fund insufficiency. If, after the foregoing transfers,
there are insufficient funds in the Bond Fund to make the payments descnbed 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
~on~s by reason of sinking payments. AJ:iy ~inking payment not made as scheduled shall be added to the
sinking payment to be made on the next slllking payment date.
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Investment. Moneys in the Bond Fund, the Capitalized Interest Account and the Special Tax
Piepayments 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 Piovisions of the
Fiscal Agent Agreement."
Reserve Fund
In order to further secure the payment of principal of and interest on the 2006 Bonds, certain
proceeds of the 2006 Bonds will be deposited into theReserve Fund in an amount equal to the initial Reserve
Re'luirement (see "ESTIMATED SOURCES AND USES OF FUNDS" herein). Reserve Requirement is
defined in the Fiscal Agent Agreement to mean with respect to the 2006 Bonds an amount, as of any date of
calculation, equal to the least of (i) the then largest Annual Debt Service for any Bond Year after the
calculation is made through the final maturity date of any Outstanding Bonds, (ii) 125% of the then aver<ige
annual debt service on tlie Bonds, or (iii)10% of the original prinCipal amount of the 2006 Bonds. The
moneys in the Reserve Fund will only be used for ~payment of principal of, interest and any redemption
premIUm on, the 2006 Bonds and at tlie direction onhe District, for payment of rebate obligations re1ated
to the 2006 Bonds.
If Special Taxes are pr~aid and Bonds are to be redeemed with the proceeds of such pre{layn]ent,
a proportionate amount in the Reserve Fund (determined on the basis of the principal amount of Bonds to
be redeemed and the original principal amount of the Bonds and only to the extentthatthe amount remaining
on deposit in the Reserve Fund IS at least equal to the Reserve Requirement) will be applied to the
redemption of the Bonds.
Moneys in the Reserve Fund will be invested and deposited as described in "Investment of Moneys
inFunds"below. See APPENDIX E - "Summary of Certain 1'rovisions of the Fiscal Agent Agreement" for
a description of the timing, purpose and manner of disbursements from the Reserve Fund.
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, thar 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 subsidiaries
proVide investment, advisor.r or other services). See APPENDIX E - "Summary of Certain Piovisions of
the Fiscal Agent Agreement' for a definition of "Permitted Investments."
Additional Bonds
Bonds secured on a parity with the 2006 Bonds (each a series of "Additional Bonds") may be issued
with respect to the remaining $3,290,000' of authorization or for refunding purposes where the issuance of
such Additional Bonds results in a reduction of Annual Debt Service on all Outstanding Bonds than that
which exists on the Bonds adjusted for prepayments (if any).
The Authority may issue Additional Bonds subject to satisfaction of certain conditions, including
the following:
(A) V alue-to-T ,iell Ratio. The District Value (as defined in the Fiscal Agent Agreement) shall be at least
three times the sum of: (i) the aggregate principal amount of all Bonds then Outstanding, ~plus (ii) the
aggregate principal amount of the series of AdditIOnal Bonds proposed to be issued, plus (iil) tlie aggregate
prmclpal amount of any fixed assessment liens on the parcels in the District subject to the levy of Special
Taxes, plus (iv) a portion of the aggregate principal amount of any and all other community facilities district
bonds then outstanding and payable at least partially from special taxes to be levied on parcels ofland within
the District (the "Other District Bonds") equal to the aggregate principal amount of the Other DistrictBonds
multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other District
Bonds on parcels of land within the District, and the denominator of which is the total amount of special
taxes levied for the Other District Bonds on all parcels of land against which the special taxes are leVied to
pay the Other District Bonds (such fraction to be determined based upon the maximum special taxes which
could be levied in the year in which maximum annual debt service on the Other District Bonds occurs), based
upon information from the most recent available Fiscal Year.
lPreliminary, subject to change.
21
(B) The Soecial Tax Coverage. 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 Additional Bonds, and (ii) the sum of the Assigned Special Tax that may be levied on
DevelopedPro1'ert~ and the maximum Special Tax that may be levied on Approved Pioperty (as such terms
are defmed in the Rate and Method of A.pportionment of Special Taxes for the District) in the next Fiscal
Year, based upon the status of the land in the District as ofllie date of issuance of the Panty Bonds, shall not
be less than tile aggregate maximum Annual Debt Service on the Bonds (to remain Outstanding following
the issuance of the Additional Bonds) and the proposed Parity Bonds.
(C) Jncrs;ase in T ,etters of Credit. Unless all of the conditions to the release of any Letter of Credit set
forth in tlie Flsca Agent Agreement have theretofore been satisfied, or the Letters ot'Credit have all been
reduced to $0.00 pursuant to the provisions of the Fiscal Agent Agreement, there shall be delivered to the
Fiscal Agent an amendment to each Letter of Credit then held by the Fiscal Agent to increase the amount
available to be drawn under each such Letter of Credit to reflect the expected increase in the Special Taxes
that will need to be levied on the parcels to which each Letter of Credit pertains to pay the debt service on
the Parity Bonds, as determined liy the Treasurer upon consultation witli the Tax Consultant. In the event
that any Letter of Credit has theretofore been drawn upon pursuant to the provisions of the Fiscal Agent
Agreement relating to expiration of a Letter of Credit and failure to provide a replacement Letter of Credit
or as a result of a ratings downgrade, there shall be deposited with the Fiscal Agent monies in an amount
equal to the otherwise amount tliat the corresponding Letter of Credit would need to be increased pursuant
to the preceding sentence, and the funds so deposited shall be disposed of in the same manner as the proceeds
of the draw on the Letter of Credit under the Fiscal Agent Agreement.
See APPENDIX E - "Summary of Certain Piovisions of the Fiscal Agent Agreement." The District
may issue bonds or other obligations payable from Net Taxes which are subordinate to the 2006 Bonds.
Nothing in the Fiscal Agent Agreement shall prohibitthe Authorityfrom issuing bonds or otherwise
incurring debt secured by a pledge of "Special Tax Revenues subordinate to the pledge thereof.
Letter of Credit
Piior to the issuance of the 2006 Bonds, Ashby USA, LLC and the Tanamera/Roripaugh Entities
shall provide a letter of credit in a stated amount equal to two years estimated expected annual Special Taxes
(given the then state of development of their respective prop,erty in the District) to be levied on the County
Assessor's parcels to which it pertains from Citibank, N.A., 1 and , respectively, to the Fiscal Agent
for the property owned by Asllby USA, LLC and each owner of land and its affiliates (as defined in the
AcquiSition Agreement) (a) that are projected by the Special Tax Consultant to be subject to 10% or more
of the expected annual special tax levy in the District following the issuance of the 2006 Bonds, and (b) that
own land in a planning area and either (i) the then Parcel Value (as defined in the Acquisition Agreement)
of such land is less than three times the Parcel Liens (as defined in the Acquisition Agreement) for such land,
or (ii) there are conditions precedent to the issuance of building permits for all lots to be developed in such
Planning Area as such connitions are set forth in the Development Agreement. A letter of crenit shall be
subject to draw by the Fiscal Agent in the amount of any Special Taxes levied by the District on any of the
parcels then owned by the Account Party (as defined 10 the Acquisition Agreement) (or its affiliates) to
which such letter of credit pertains whicli are delinquent; or (i) in whole if Ilie letter of credit expires prior
to the date on which it is eligible for release in whole as described in the Acquisition Agreement and a
replacement letter of credit satisfying the criteria of a letter of credit is not delivered to the Fiscal Agent at
least 5 days 1'rior to such expiration date; (ii) in wholS'l if the rating of the unsecured debt obligations of the
provider to the letter of credit have been reduced to J:5BB or its equivalent or lower by Mooay's Investors
Service or Standard & Poor's Ratings Group. Amounts drawn on the letter of credit will be deposited to the
Special Tax Fund and used for the purpose of such Fund, and amounts drawn on any letter of credit as a
result of the expiration of the letter of credit prior to the date on which it is eligible for release in whole and
a replacement letter of credit was not delivered to the Fiscal Agent will be held in the Reserve Fund for the
Bonds and drawn u1'on, with the proceeds of the draw deposited to the Special Tax Fund, for the Bonds, in
the amount of any delinquent Special Taxes levied in the District with respect to the parcels to which the
letter of credit pertains, or released or reduced to the same extent the corresponding letter of credit would
have been release or reduced.
1 Citibank, N.A is providing the Letter of Credit as confirming bank for Ohio Savings Bank, Ashby USA, LLC's
lender.
22
The Letter of Credit amount may be reduced as the expected annual Special Taxes that may be levied
on parcels in the District then owned by the account party or its affiliates. Notwithstanding the foregoing,
a Letter of Credit shall not be reduced if the reason for the reduction is the sale of property to an owner that
will own, together with its affiliates, property responsible for 10% or more of the expected annual Special
Taxes that maybe levied on such parcels m the District (assuming build out) and either of the two conditions
described above in clauses (b )(i) or (ii) above relating to parcel value or conditions precedentto the issuance
of building permits for all lots to be developed in such Planning Area are applicable to therroperty so sold,
unless the property owner provides evidence that the new owner has posted its own Letter olCredif securing
the payment of special taxes to be levied by the District on such property. For a description of the terms of
the Letter of Credit see, L Appendix E hereto "Summary of Certain Provisions of the Fiscal
Agent Agreement.'l
THE AUTHORITY
The Temecula Public Financing Authority was established );'ursuant 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 Arhcles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1
of the Govemment 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 Executive 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 tlie 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 2006 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 2006 Bonds:
Resolutions of Intention: On August 24, 2004 the Board of Directors of the Authority adopted
ResolutionNo. TPF A04-08 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. TPF A 04-09 stating its intentIOn to
incur bonded indebtedness in an amount not to exceed $55,000,000 within the District for the purpose of
financing the cost of certain public improvements (the "Improvements'') and to eliminate an existmg special
assessment lien (the "hior Lien"), imposed by County Assessment District No. 161. See "PLAN OF
FINANCE; IMPR.OVEMENTS TO BE FINANCED WITH PROCEEDS OF THE 2006 BONDS" herein.
Resolution Amending Resolutions of Intention: On Sep.tember 28, 2004, the Authority adop.ted
Resolution No. TPF A 04-10 (the "Amending Resolution''), which added facilities eligible to be hindea by
the District and changed the date of the public hearing from September 28,2004 to November 9, 2004.
Resolution of Complexity: On December 7, 2004, the Authority adopted Resolution No. TPF A 04-11
(the Resolution of Complexity"), which continued the public hearing to January 11, 2005.
Resolution of Formation: On January _11,2005 subsequent to the conclusion of a noticed public
hearing, the Authonty adopted Resolution -No. TPFA 05-0r (the "Resolution of Formation"), which
established the District and authorized the levy of a special tax within the District.
Resolution of Necessity On January 11, 2005, the Authority adopted Resolution No. TPF A 05-02
declaring the necessity to incur bonded indebtedness in an amount not to exceed $55,000,000 within the
District and submitting that proposition to the qualified electors of the District.
Resolution Calling Election: On January 11, 2005, the Authority adopted Resolution No. TPF A 05-
03 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 and Declaration of Results: On January 11, 2005, an election was held within
the District in which the landowners eligible to vote, being the qualified electors within the District,
unanimously waived all time limits for holding the election and ballot arguments, and approved a ballot
proposition authorizing the issuance of up to $55,000,000 in bonds to finance the costs oftlieImprovements
23
and the costs of eliminating the hior Lien, the levy of a special tax and the establishment of an
appropriations limit for the District. On January 11,2003, the Authority adopted Resolution No. TPF A 05-
04, 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 and Levy: A Notice of Special Tax Lien was recorded in the real property records
of the County on January 14, 2005 as Document No. 2005-0039138.
Ordinance Levying Special Taxes: On January 11, 2005, the Authority introduced Ordinance No.
TPFA 05-01 levying the Special Tax within the District and said Ordinance was adopted on January 25,
2005.
ResolutionAuthorizing Issuance of the 2006Bonds: On February 28,2006, the Authority adopted
Resolution No. TPFA 06-_ approving issuance of the 2006 Bonds.
24
[INSERT SPECIFIC PLAN MAP]
THE COMMUNITY FACILITIES DISTRICT
The information about Ashby USA, LLC and the Merchant Builders contained in this Official
Statement has 'been provided by representatives of Ashby USA, LLC and the Merchant Builders and lias not
been independently confirmed or verified by the underwriter, the Districtor theAuthority. Such information
is included becaWie it may be relevant to an informed evaluation of the security jor the 2006 Bonds.
However, becaWie 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 presentTy anticipated
and described below or that Ashby USA, LLC 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 oJ such
information, as to the experience, abilities or financial resources of Ashby USA, LLC 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.
Ashby USA, LLC and the Merchant Builders are not personally liable for payment of the Special
Taxes or the 2006 Bonds, and the following information shoula not be construed to suggest that the Special
Taxes or the 2006 Bonds are personal obligations or indebtedness of Ashby USA, LLC and the Merchant
Builders or that Ashby USA, LLC and the Merchant Builders will continue to own their respective parcels
of land.
General
The District is comprised of approximately 800 gross acres of land located in the far northeast
section of the City, in the south-westerly portion of the County. The District is located along the south side
ofMurietta Hot Springs Road, and along Butterfield Stage Road, about 1. 5 miles east of Winchester Road
(Highway 79). Nicolas Road and Nortli Loop Road win provine internal circulation to a portion of the
District. The District is a master-planned community that is approved for up to 2,105 dwelling units, but is
currently planned for approximately 1,745 units. In addition, there is expected to be approximately 10 net
acres of commercial development proposed for a neighborhood retail center, approximately 12 gross acres
for an elementary school site, approximately 20 gross acres for a middle school site, an approximately 19.7-
acre sports park (Planning Area 27), an approximately' 5.1 acre neighborhood park (Planning Area 6), two
private recreation facilities, private and pub1ic trails and paseos, an approximately2-acre fire sration site, and
approximately 202.7 acres of natural open space to be preserved as permanent habitat, and related flood
control improvements to Long Valley Wash and Santa Gertrudis Creek. 39.1 acres of flood control mostly
consist of the Long Valley Wash that runs east-west through the southerly part of Phase II, plus a small
portion of the Santa Gertrudis Creek runs northeasterly into the center ofPliase II at the west side, and then
1Oto the habitat area. Views consist of the open space and the valley in Phase II. The property within the
District is governed by the Roripaugh Ranch Specific Plan.
The District is surrounded by unincorporated County to the north, northwest and east, and is nearby
to the east of the City of Murrieta. The Roripaugh Rancli proposed development is east of existing or
approved development. It is located immediately adjacent to the developed areas of Rancho Bella V ista on
the northwest. Commercial uses exist to the west ofthe proposed development.
The French Valley Airport is located arproximately one mile to the northwest, and Lake Skinner
Recreation Area is located approximately 2 miles to the northeast. Ashby USA, LLC has provided the
County's Airport Land Use Commission with avigation easements necessary for all the parcels in the
District. The proposed structures within the District comply with the current height restrictions of the French
Valley Airport and the Airport Land Use Commission. The avigation easement was accepted by the County
on April 10, 2003.
The property within the District is planned to be developed in 2 phases, which are referred to herein
as Phase I located in the northwest portion of the property and Phase II located in the east portion of the
property. Phase I is estimated to include approximately 515 homes, including 6 homes which result from
a specific plan amendment in January 2005 which allowed homes on a site previously proposed for a
detention basin. Phase I encompasses approximately 75.81 net acres. Phase II encompasses ap'proximately
1;230proposed residential lots which have been approved and may include additional fots whicli result from
cnanges which KB Horne Coastal Inc. may propose as it evaluates its development plan for Phase II. All
neigliborhoods in Phases I and II will be gate guarded, with some tracts also be10g gated with remote or card
access. The community is expected to provide a wide range of housing. The lot sizes are expected to span
between 30,000 square foot custom lots to 3,150 square foot courtyard lots.
26
Description of the District
[CONFIRM] As of January 15, 2006, rough grading is complete for Phase I, is approximately
[90]% complete for the "village core" area of PhasdI (Planning Areas 10, 11, 12, 33J\. and 33B) anUTs
approximatelyJ80]% complete for the balance of the property within Phase II. As of January 15,2006, the
MerchantBUll ers in Phase II excep.t for Continental ReSidential, Inc., have taken title to the property. The
property was, or will be, de ivereu to Merchant Builders in Phase 1 in blue top or superpad condition.
Continental Residential, Inc. is scheduled to take title to the property subsequent to the date at which
conditions precedent to the issuance of building permits have been satisfied, which conditions are estimated
by Ashby USA, LLC to be satisfied by the enil of September 2006 such that the acquisition can occur in
October 2006. See Appendix K below for a descnption of some of the thresholds for installation of
improvements under the Development Agreement and Conditions of ApJlroval. Final maps encompassing
the 298 home sites purchased by Davidson Builders, Inc., Tanamera/Roripaugh, LLC and
TanameraiRoripaughII LLC were recorded on April 28, 2004. Final maps encompassing 98 of the 104
proposed home sites to be purchased by Continenta1 Residential, Inc. [and the 113 home sites purchased by
Trailitions at Roripaugh, LLCl have been approved by the City, but recordation is pending satisfaction of
conditions enabling issuance of building permits and [payment of applicable [taxes] for Fiscal Year 2005-06.
[CONFIRM FIRST INSTALLMENT OF 2005-06 AMOUNTS HAVE BEEN PAlOl Pursuant to the
agreement with Ashby USA, LLC, final payment By Continental Residential, Inc. to Ashby USA, LLC of
tlie purchase price of the lots in Planning Area 1A are due within business days of recordation of the
final maps. Ashby USA, LLC estimates such maps will record dunng the fourth quarter of 2006.
The Temecula Valley Unified School District is expected to construct an elementary school and a
middle school within the District. The proposed school sites are located in Planning Areas 28 and 29 on the
south side of North Loop Road. Ashby USA, LLC and the Temecula Vallel Unified School District have
not yet begun negotiations regarding the price or timing of the purchase 0 the school sites. The School
District has indicated that it has the capacity to serve the initial students generated from the development,
including students generated from Phase I (i.e., the 515 units), and that the timing of the purchase of the
school sites and the construction of the schools will depend on the timing of absorption of the units within
Phases I and II. Construction of the schools is not a condition to development of the property within the
Community Facilities District.
A portion of the Roripaugh Ranch proposed development is located within County Assessment
District No. 161 and is participating in a portion of the shared funding of community infrastructure needs.
ThePiior Lien will be paid with [approximately $ [539,417 [excludes 53,040 unfunded lien]
of the proceeds of the 2006 Bonds and funds of Ashby USA, LLC.
Ashby USA, LLCcurrently owns the property in Planning Area 1Asubject to the sales contract with
Continental Residential, Inc. in Phase I and all of the property in Phase II, subject to agreements with KB
Horne Coastal Inc. The property in Phase II is eXEected to De developed with a total of approximately 1,230
units, proposed to be a comliination of single-family residential units and no more than 3 Planning Areas with
cluster lot, single family residential umts. In addition, Ashby USA, LLC intends to develop or sell
approximately IO acres to a commercial builder to develop a neighborhood retail center. An approximately
10 net acre commercial development is located in Plannmg Area 11 in Phase II. The commercial site will
likely be developed with a neighborhood retail center. Ashby USA, LLC estimates development of the
commercial site will occur in 2008. See "PROPERTY OWNERSHIP AND DEVELOPMENT" herein.
On August 1 2003, Ashby USA, LLC entered into a contract for the sale of 112 of the approximately
1,230 single family lots propos eo for development in Phase II with KB Horne Coastal Inc., a California
corporation ("KB Horne Coastal Inc.") (112lots in Planning Area 12 of Phase II) and subsequently on July
11,2005, entered into a contract with KB Horne Coastal Inc. for the balance of approximately 1,118 of the
approximately 1,230 proposed single family lots within Phase II. The arrangement with KB Horne Coastal
Inc. involves the sale of the 112 lots in Planning Area 12 when permits may be issued in Planning Area 12.
In addition, it is currently estimated by Ashby USA, LLC that the grading ofthe lots in Phase II to a blue-top
condition and other development conditions will be completedfrom approximately September 2006 through
January 30, 2007. When thiS occurs, and Ashby USA, LLC's work is completed, which includes satisfaction
of the conditions to release of building permits and satisfaction of conditions relating to issuance of
certificates of occupancy, the option to KB Horne Coastal Inc. provides for KB Horne Coastal Inc. to begin
taking down or closing on portions of the lots. KB Horne Coastal Inc. may initially either acqUire
approximately 412 of the lots in Phase II in Planning Areas 16, 23 24, and 31, or may acquire all of the
approximately 1,118 remaining lots (not including the 112 lots in Planning Area 12 that are subject to a
separate transaction). AcquisitIOn is expected to commence in the first quarter of 2007. If the option for
approximately 412 lots is selected, the sale of the approximately 412 lots would close within 45 days of the
27
ability to obtain building permits, satisfaction of conditions relating to issuance of certificates of occupancy
and the date of acceptance of Blue Top Condition specified in the Option Agreement and Agreement for
Purchase and Sale of Real PlOperty and ESCIOW Instructions, dated as of July 11, 2005, with KB Horne
Coastal Inc., as optionee, and Ashby USA LLC, as optionor (the "Option Agreement"), unless KB Horne
Coastal Inc. elects to delay the close for eight months atler said election. If the option for applOximately 412
lots is selected, Ashby USA LLC would market the remaining applOximately 706 lots to other merchant
builder~. If the applOximately 1,118lot option is exercised then the lots will be purchased over a period of
applOxlmately 5 years.
The City has imposed conditions of applOval on the development in the District thlOUgh the Specific
Plan, the Development Aw:eement and Tentative Tract Maps. The various Planning Areas have been or are
being mapped first by an 'A" tract map into one large lot, and then the residential Planning Areas are being
subdivided into individual single-family lots by a "B" tract map. Tract Map No. 29353-2 recorded in
September 2003 and is the "A" map for the west portion of Phase II and Tract Map No. 29353 is the "A" map
for the balance of the Phase II area. Tract Map No. 29353 is still a tentative tract map that is being
plOcessed. The separate tentative tract maps for each Planning Area (the "B" maps) in Phase II are being
prepared. The Tentative Tract Maps for Planning Areas 10, 16, 17, 18 and 19 have been submitted to the
City for review. Ashby USA LLC anticipates submitting the Tentative Tract Maps for Planning Areas 12,
20,21,22,23,24 and 33A in March 2006. Ashby USA, LLC expects plOcessing of tentative tract maps to
take 3 to 4 months and that such maps will be finalized and recorded by the end of July 2006. The
Pieannexation and Development Agreement allows the tentative tract maps to have a term equal to the
greater of (i) the term ofthe Pieannexation and Development Agreement ( currently applOximately November
26,2012) or (ii) expiration of the tentative map pursuant to the applicable plOvislOns of the Government
Code. In September 2003, the City and Ashby USA LLC enterea into a Deferral Agreement (as defined
below) whereby the City agreed to allow Ashby USA LLCto record the final map for Tract29353-2 (Phase
I) prior to the fulfillment of certain development conditions. See" - Development Agreement," below.
Utility services for parcels in the District will be plOvided by Southern California Edison
(electricity), Southern California Gas Company (natural gas), CR&R Disposal (refuse collection), EMWD
(sewer ana water (portion)), Rancho California Water District (water (portion)), Riverside County Flood
ContlOl and Water Conservation District (storm water), Adelphia (cable) and Verizon (telephone). Public
schools are located in the Temecula Valley Unified School District. The plOperty is located within 30 miles
of Mount Palomar Observatory.
See" - ASHBY USA LLC - Merchant Builder Litigation Against Ashby USA, LLC; Sales of
Merchant Builder Tracts," below for a descrifltion of the sale ofplOperty by Ashby USA LLC to merchant
builders, the filing oflitigation regarding satislaction of terms of the purchase agreement and the subsequent
sale of plOperty to the Tanamera/Roripaugh Entities.
Conditions to the Release of Building Permits
Development within the District is subject to development conditions that relate to phasing of the
development. In certain cases, Ashby USA LLC has determined to plOceed with all of the required
implOvements concurrently rather than in the phases allowed by the development applOvals. Construction
has been delayed beyond Ashby USA LLC's original anticipatei! schedule. Construction is plOgressing, and
agreements for the major work have been/are soon to be awarded.
Butterfield Stage Road Improvements and Easements. Among the remaining development conditions
are requirements relation to the construction of Butterfield Stage Road relating to the alignment of Butterfield
Stage Road south of the development as well as the construction of Butteifield Stage Road thlOUgh the
development flOm the southern District boundary to Murietta Hot Springs Road.
With respect to implOvements to Butterfield Stage Road south of the District, subsequent to the
applOval of the Development Agreement, Ashby USA LLChas been unsuccessful in its attempts to negotiate
with two plOpertl owners for tlie purchase of portions of their plOpertl required for the right of way needed
for a segment 0 the Butterfield Stage Road implOvements south 0 the District. SectIOn 3.1.3.5 of the
Development Agreement allows the Developer to ask the City to attenl{lt to acquire the plOperty in the event
they were unable to do so. On August 23 2005, the City ani! Ashby USA Lr:C entered into an agreement
entitled "Agreement Between the City ofTemecula and Ashby USA LLC for the Acquisition of Certain
Pioperty for Public Rights of Way m Connection with the Roripaugh Ranch Pioject" pursuant to the
authority of Section 3.1.3.5 of the Development Agreement and Government Code Section 66462.5. The
City is currently appraising the plOperty and will be prepared to make an offer of fair market value to the
owners when the appraisals are applOVea by the City Council. Negotiations will commence at that time. The
City anticipates that it will take applOximatelyeight (8) months for iuo complete the acquisition of the right
of way on these two parcels. If the City is unable to negotiate the purchase of the riglit of way, there IS a
28
flrocess whereb_y the CitYGan obtain a riglit of access to the propertY. while the negotiations proceed.
CONFIRM DELAY WON'T DELAY COMPLETION OF IMPROVEMENTS]
With respect to improvements to Butterfield Stage Road within the District, grading of Butterfield
Stage Road is approximately 65% complete. Construction includes construction of two fun-width bridges
within and over Santa Gertrudis Creek and Long Valley Wash. The bid package for Butterfield Stage Road,
including the two bridges is ready and Resource Agency ap'provals have been obtained. Piefabricated
components of the bridge structures have been completed ana delivered to the project site. Completion is
estimated by Ashby USA, LLC to occur in the third quarter of 2006.
Nicholas Road and Bridge Structure; Resource Agency Approvals for Nicolas Road - Ashby USA,
LLC is required to construct a 40 foot wide improvement of Nicolas Road from 450 feet east of the existing
Nicolas Road/Calle Girasol intersection to Liefer Road, includinK the full width bridge structure over Santa
Gertrudis Creek. Ashby USA, LLC is working to obtam offers 01' dedication which are anticipated at such
time as Ashby USA, LLC pays the acquisition costs for the offers of dedication. Portions of the road plans
are approved and other plan revisions are in process. An Environmental Impact Report amendment is in
process. Ashby USA, LLC is coordinating with Resource Agencies and the Flood Control District regarding
the design of the improvements and the necessary Resource Agency and Flood Control District approvals.
Completion is estimated by Ashby USA, LLC to occur prior to January 30, 2007.
Fire Station Conditions to the Release of Building Permits. A fire station is ~planned in Planning
Area 32 located in the southwest portion of the District, at the intersection of Butterfield Stage Road and
South Loop Road. The fire station will enhance fire protection and emergency response for the surrounding
community. Under the original Development Agreement, the Fire Chief; in his sole discretion, could allow
a maximum of 250 building permits to be issued for Phase I so long as the permanent fire station and the
secondary access (as defined in Attachment 5 to the Development Agreement) are substantially under
constructIOn at the time such building permits are requested. On October 21, 2004, the City and Ashoy USA,
LLC entered into a "First Operating Memorandum to the Recorded Development Agreement between the
City of Temecula and Ashby USA, LLC. The First Operating Memorandum provides additional funding for
the construction of the permanent fire station necessary to provide fire protection within the District and for
the surrounding area. The First Operating Memorandum requires that the City process an Amendment to the
Development Agreement to revise the Development Agreement to change the thresholds required for
issuance of building permits under the Fire Chief's discretion based on the status of the fire station. On
February 28, 2006, the City Council adopted the ordinance approving the First Amendment to the
Development Agreement. The First Amendment provides for the issuance of up to five hundred fifteen (515)
residential building permits for Planning Areas 1A, 2, 3, 4A and 4B upon a finding by the City Manager that:
(1) the permanent fire station is substantially under construction; (2) permanent access to the fire station via
Butterfield Stage Road and Murrieta Hot Springs Road is substantially under construction so as to be
completed concurrent with the opening of the fire station; (3) access to the fire station via Calle Chapos
between the fire station's eastern most driveway and Walcott Lane will be completed concurrent with the
opening of the fire station; and (4) all other requrrements of the Development Agreement and Conditions of
Approval of the Land Use Entitlements for Phases I and II for the issuance of the-building permits have been
fultilled. The fire station is currently under construction and completion of the fire station is expected in the
second qt!arter of 2006. Ashby USA, LLC estimates the fire station will open during the third QIlarter of
2006. (J:<or additional information about the Development Agreement, see "The Community}'acilities
District - Development Agreement" herein.)
The foregoing only describe some of the development conditions AShby USA, LLC must complete.
See Appendix K below for a further description of some of the thresholds for installation of improvements
under the Development Agreement and Conditions of Approval. Ashby USA, LLC does not anticipate the
items described above or any of the thresholds set foith in AppendiX K or otherwise applicable to its
development to constrain development of the property and estimates the completion of tile development
thresholds to allow 515 building permits to be Issued by the end of September 2006 and completion of the
balance of the building permit thresholds to be satisfied by the end of the fourth quarter of 2006.
Construction is subject to weather and other delays. With regard to the timing OJ completion of
improvements, the City has reviewed the construction schedule prepared by Ashby uSA, LLC and has
inaicated the schedule is feasible but aggressive. The schedule assnmes only minimal construction delays
such as may occur due to delay in receipt of necessary ResourceAgencyor other approvals, delays in award
of construction contracts, delays in delivery of construction materials, or delays due to inclement weather.
the City has indicated a time frame between March 2007 and September 2007 is more realistic estimate of
the time framefor completion of the necessary infrastructure. The City makes no representation whatsoever
that the schedule, as providedoy Ashby USA, LtC will be achieved. The Market Absor[Jtion Study and the
Appraisal were prepared utilizing an estimated date of completion of September 20U7 so as to take into
account the possibility that the schedule prepared by Ashby USA, LLC is not achieved.
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Specific Plan
The Roripaugh Ranch Specific Plan was adopted in November 2002 by the City. The Roripaugh
Ranch Specific Plan development concept provides for amixed-use development of residential, commercial
and pub1ic facilities (e.g. parks, schools) within the framework of a comprehensive master planned
community. The Specific Plan concept includes both single family, commercial, landscape paseos, public
park facilitie~, as well as other privately owned recreational facilities within the commuDlty. Specific Plan
ArnendmentJ'o. 1 was approved on January 11, 2005. Specific Plan Amendment No.1 allows 6 homes to
be build on property prevIOusly planned for use as a detention basin. Specific Plan No.2 was approved by
the City Council on February [14], 2006 and allows for the development of Planning Area 33B as a park and
ride and trail head in accordance with the First Amendment to the Deferral Agreement.
Environmental Conditions
EnvironmentalImpact Report. In connection with the Roripaugh Ranch Specific Plan approval, the
City processed an Environmental hnpactR".Port (the "EIR") for the property encompassed by the Roripaugh
Ranch Specific Plan. The EIR was certified by the City in Novemlier 2002 (State Clearing House No.
97121030). The draft Environmental Impact Report (DEIR) was issued on June 1, 1999, and over the
interveningyears a RevisedDraftEnvironmental hnpactReportwas issued and the project was revised based
on input from the City and local residents.
Endangered Species Act. [UPDATED BASED ON GRADING STATUS AND REVIEW PERMIT
REQUIREMENTS] The project site is within the boundary of the Assessment District 161 Subarea Habitat
Conservation Plan approved by the U.S. Fish and Wildlife Service ("FWS"). (The Assessment District 161
Subarea Habitat Conservation Plan is separate from the County's Assessment District 161.) Required
mitigation is provided through the transfer of approximately 201 acres to the City and recording of a
conservation easement overlying the open space recorded for the Center for Natural Lands Management.
In addition, Ashby USA, LLC paid approximately $436,098 to the Center for Natural Lands Management.
Rough grading is substantially complete in Phase I and in the Village Core area of Phase II of the District
and approximately [80%J in the balance of Phase II in compliance with the applicable requirements.
Gradmg has occurrea-m all areas of the District which are to be graded and grading continues to bring the
prorertytothe correct,grade for development. The site contains two majgr dramages (Santa Gertrudis Creek
andLong Valley WaSh) plus several olher minor tributary drainages. The site supports a number oflisted
or otherwise protected species, such as the California gnatcatcher, Quino checkerspot butterfly, Stephen's
kangaroo rat, and possibly burrowing owls. In 1998, the FWS adopted the "Permit Revocation Rule" or more
commonly, the "no sUfJ?nses rule" which substantially restricted the FWS authority to revoke ormodify these
types of permits. The 'no surprises rule" was held invalid by a Federal District Court in Washington D.C.
on the grounds that the FWS did not comply with Federal procedures under the Administrative Procedures
Act for public notice in adopting new regnlations, but did not rule on the substantive validity of the rule, and
enjoined enforcement oftlie regnlation. Spirit of the Sage Council v. Norton 294 F. Supp. 2d 67 (2003).
On December 14, 2004, the FWS adopted a new "no sUlprises rule," effective January 10, 2005, with the
same text as the former rule. (69 Fed. Reg. 71723). The FWS states that the new rule complies with
procedures under the Administrative Procedures Act and the Court's decision in Spirit of the Sage Council.
(69 Fed. Reg. 71723).
The 262 acres of Roripaugh Ranch open space include 201 acres of preserved habit as required in
the AssessmentDistrict 161 Subarea Habitat Conservation Plan ("AD 161 SHCP") as required for the federal
Endangered Species Act Section lO(a) permit number TE-030505-0 issued by the FWS on December 4,
2001. In March 2003 Ashby USA, LLC graded approximately 8.96 acres of the land designated as the
Pieserved Habitat Area pursuant to the AD 161 SHCP with FWS permits in violation of federal law. The
impacted area included an estimated 4.33 acres of Riversidean Sage Scrub, 2.42 acres of
transitional/degraded Riversidean Sage Scrubi and approximately 2.2 acres of ruder ai, weed or agricultural
areas. In response to the violation of federa law, tlie FWS approved a "Conceptual Mitigation Plan for
Impacts to Areas Within the Jurisdiction of the United States Department of Interior Fish and Wildlife
Service Under Section lO(a)(I) (B) of the Endangered Species Action on June 2,2004, as Approval No. FS-
WRI -725.9 [CONFIRMNUMBER("Restoration Plan''). Pursuantto the Restoration Plan, Ashby USA, LLC
is required to restore an additional 21.65 acres of Riversidean SaRe Scrub (4.33 acres at 5: 1 ratio) to offset
the impacts to mature Riversidean Sage Scrub caused by Ashby OSA, LLC grading in violation of federal
law. The City and Ashby USA, LLC entered into tliat certain "Open Space Grading and Restoration
Agreement" dated as of May 11, 2004 in order to implement the requirements of the Fish and Wildlife
Serviceto cure the violations. The installation of the new plant material pursuant to the Restoration Plan was
to be completed before January 31, 2005,provided, however, that Ashby USA, LLCis obligated to gnarantee
the plant growth for a period of five years from installation. Due to the heavy rains in the winter of2005, the
installation of the new plant matenal pursuant to the Restoration Plan was extended to provide for the
installation to be completed before January 31, 2006, provided, however, that Ashby USA, LLC is obligated
to guarantee the plant growth for a period of five years from installation. As of February 15, 2006, Ashby
30
USA, LLC has completed approximately one-half ofthe installation of the new plant material pursuant to the
Restoration Plan. The balance of the work is on hold pending installation of ilrigation for the remaining area
to be planted. Ashby USA, LLC has reviewed the work and installation schedule with Fish and Wildlife
Service so as to avoid being in violation of federal law.
Mitigation Relating to Waters of the United States. The EIR indicates the project site includes a
jurisdictional wetland subject to the jurisdiction of the U. S. Army Corp of Engineers whICh 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 3.38 acres of waters of the United States, including 0.5 acres of wetlands. Among other
tlimgs, Ashby USA, LLC is to create 6.7 acres of southern willow scrub and 1.5 acres of freshwater marsh
wetlands, and maintain the mitigation for five years or until it reaches success criteria and is approved by the
Army Corp of Engineers. In March 2003, a permit was issued by the U.S. Army Corp of Engineers which
determined that t1ie activity complied with tlie terms and conditions of the nationwide permit issued under
Section 404 of the Clean Water Act, provided that the activity meets the criteria in the permit's terms and
conditions (the "Section 404 Permit"). Under the Section 404 Permit, Ashby USA, LLC is allowed to modify
Santa Gertrudis Creek and Long Valley Wash and is required to provide approximately 6 acres of southern
willow scrub and fresh water marsh habitat within the 8.2-acre mitigation site within Santa Gertrudis Creek.
The Santa Gertrudis Creek and the Long V alley Wash flood control channels will be maintained as open
space in perpetuity. The Section 404 Permit provides the time limit for completing the authorized activity,
but such penod is subject to extension. The work is estimated to be completed by the second ~arter of2005.
The Sechon 401 Water Quality Certification was issued by the California RegIOnal Water uality Control
Board(San Diego Division) onDecember 11,2002. Under the Section 401 permit, the period or completion
of the work ends not later fhan nine months following the close of the calendar year m which impacts first
occur (estimated end date September 2006), but such period is subject to extension.
StreambedAlterationAgreement. Ashby USA,LLC met with the California DepartrnentofFish and
Game ("CDFG") to review the development. The CDFG issued a Section 1603 Permit m March 2003. The
permit expires on March 1, 2008 and requires that Ashby USA, LLC complete the approximately 6 acres of
southern willow scrub and fresh water marsh habitat within the 8.2-acre mitigafion site Within Santa
Gertrudis Creek. The permit is subject to extension in certain circumstances.
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)fJrmit and storm water
pollution prevention plan was required from the California Regional Water Quah Control Board (San
Diego Region) for grading and construction of areas greater than five acres. Ashby SA, LLC had a Storm
Water Pollution hevention 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 Roripaugh Ranch project will comply with the applicable provisions ofthe Clean Water
Act.
Other Requirements. As indicated above most required development approvals were obtained over
the last several years. The project was required to sign a pre-excavation agreement with the Pechanga Band
ofLuiseno Mission Indians ("Pechanga"). Pechanga monitors as well as Ashby USA, LLC monitors were
on site during grading to recover any artifacts. Pechanga has approved the work plan for the grading of the
remaining area to be graded within the District. To date items found have been relocated or handled in
accordance with the applicable work plans. Ashby USA, 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. See "BONDOWNERS' RISKS - Local, State and Federal Land Use RegulatIOns."
[- UPDATE AS GRADING PROGRESSES - ]
The project site has been used for dry farming a!p:iculture for many years. Crops grown in the site
in the past pnmarily include grains and grasses. Soil samples were taken in 1999 in accordance with federal
and state testing protocols in connection with the Phase I Environmental Site Assessment report dated June
30, 1999. The 1999 Phase 1 Environmental Site Assessment report identified waste oil containers, solvent
containers, stained soil, above ground storage tanks and stockpiles of trash, including, but not limited to
wood, metals, tires and rusted 55-gallon drums. The remediation work was reviewed in February 2002 and
in May 2093 by SID Geotechnical, Inc. to confirm the areas of environmental concern were remediated
sahsfactonly.
The EIR indicated several Planning Areas were within a 100-year flood plain for the existing Santa
Gertrudis Creek and Long Valley Wash. On review by FEMA, FEMA was unable to locate any previous
hydraulic analyses for Santa Gertrudis Creek or Long Valley Wash and determined that no Flood Insurance
Study data had previously been performed for the area. The current Flood Insurance Rate Maps for the area
31
show the entire development to be within Zone C, which is defined as "areas of minimal flooding." Ashby
USA, LLC indicates that FEMA has no requirement for a Conditional Letter of Map Revision ("CLOMR")
or Letter of Map Revision ("LOMR") to be processed for flood plain modifications within Zone C, but the
responsible community official would have the final determination in the matter. Ashby USA, LLC indicates
that Riverside County Flood Control and Water Conservation District has indicated that as long as the project
does not fall within the FEMA flood plain shown as Zone A on the current Flood Insurance Rate Maps, a
CLOMR/LOMR is not required. The City has allowed grading of the entire District. Flooding will be
mitigated through the construction of the Santa Gertiudis Creek and Long Valley Wash channel
improvements and construction of various detention basins.
Development Agreement; Deferral Agreement
Ashby USA, LLC and the Cityhave entered into a Pieannexation and Development Agreement (the
"Development Agreement"), as of -December 17, 2002, regarding the proposed development. The
Development Agreement was recorded on January 9, 2003 as Document No. 2003-018567. 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 hnprovements and the on-
site Iniprovements, the construction of structures and buildings and the installation of landscaping.
Pursuantto the terms of the Development All!eement, Ashby USA, LLC has the rightto develop the
proposed development in a manner consistent with the approved Specific Plan, and applicable rules,
regulations and official policies. Ashby USA, LLC has sold, or entered into contracts for sale of, the
residential portion of the proposed development to Merchant Builders, with home construction and sales of
production units during 2006 to 20 10, d\'Pending on absorption. The Development Agreement provides that
as long as the projecf is constructed in a manner consistent with the Development Plan and Existing
Regulations (as defined in the Development Agreement), the project may be constructed at the rate and in
the sequence that Ashby USA, LLC deems appropriate. Build-out within the District is expected to occur
in 2010 pursuant to the Market Absorption Study. See APPENDIX 0 - "Market Absorption Study."
By entering into the Development Agreement, Ashby USA, 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 remaming discretionary approvals required in order to
complete the project as contemplated by the foregoing entitlements and subject to changes in City laws,
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. See Appendix K.
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 project.
The Development Agreement was approved in November 2002 and entered into as of December 17,
2002 pursuant to California GovernrnentCode Section 65 864, et seq. (the "Development Agreement Law").
The applicable statute oflimitations relating to a challenge to the Development Agreementhas 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 m Cahfornla, SantaM argarita
Residents v. San Luis ObispoBd. of Supervisors, has held that development agreements are enforceable under
the Development AllfeementLaw. However, the development agreement in that case did not address the type
of vested rights ootained in the Development Agreement. -Consequently, although the Development
Agreement purports to provide Ashby USA, LLC with a vested right to build the development as currently
planned and as described herein, ifthe 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 Jhe terms of the DevelojJment Agreement
may impose additional conditions on the development. See "BONDOWNERS' RISKS - Failure to-Develop
Piopertles" and" - Ballot Initiatives and Legislative Measures" herein.
On October 21, 2004, the City and Ashby USA, LLC entered into the First Operating Memorandum
pursuantto Section 3.5.5 of the Development Agreement. This First Oflerating Memorandum provides for
the additional contribution by Ashby USA, LLC of $1.1 million to the lire statIOn construction which may
be reimbursed to Ashby USA; LLC out of the proceeds of the 2006 Bonds. Additionally, the First Operating
Memorandum provides that the City will process an amendment to Section 4.1.6 of the Development
Agreement in order to change the thresholds for issuance of building permits based on the completion of the
32
fire station. On February [28], 2006, the City Council adopted the ordinance approving the First Amendment
to the Development Agreement. The First Amendment provides for the issuance of up to a maximum of five
hundred fifteen (515) residential buildings permits for Planning Areas IA, 2, 3, 4A and 4B upon a finding
by the City Manager that: (I) the permanent fire station is substantially under construction; (2) permanent
access to the fire station via Butterfield Stage Road and Murrieta Hot Springs Road is substantially under
construction so as to be completed concurrent with the opening of the fire station; (3) access to the Fire
Station via Calle Chapos between the Fire Station's eastern most driveway and Walcott Lane will be
completed concurrent with the opening of the fire station; and ( 4) all other reqUirements of the Development
Agreement and Conditions of Approval of the Land Use Entitlements for Phases I and II for the issuance of
the building permits have been fUlfilled.
In September 2003, the City and Ashby USA, LLC entered into a Deferral Agreement whereby the
City agreed to allow Ashby USA, LLC to record the final may for Tract 29353-2 (Phase I) prior to the
fulfillment of conditions requiring construction drawings for al parks, landscaped medians and proposed
Temecula Community Services District slope/landscape maintenance areas to be reviewed and approved by
the Director of Community Services and requiring tliat Ashby USA, LLC post security and enter into an
agreement to improve the public parks, landscaped medians and proposed Temecula Community Services
Dlstrictslope/landscaped maintenance areas. The Deferral Agreement provided that additional final maps
and land use approvals would not be processed until either (i) the conditions specified in the Deferral
Agreement are satisfied or (ii) the Deferral Agreement is amended by City Council action. The Deferral
Agreement provides that no maps or land use entitlements will be approved until certain conditions are met.
The conditions include a requirement that Ashby USA, LLC obtain approval of the landscaping for streets,
the sports park and the 5.1 acre neighborhood park. The Deferral Agreement also requires resolution of fuel
modification issues for fire protectIOn (either modified landscaping or hardscape). The fuel modification has
been resolved by providing for a single loaded street in the northerly boundary of Phase II and through
construction of a recessed wall, fire setback area and fuel modificatIOn in the north easterly area of the
District. These modifications were included within a Specific Plan amendment approved January II, 2005.
The City and Ashby USA LLC entered into a First Amendment to the Deferral Agreement on January 28,
2005. This First Amendment provides that: (I) Ashby USA, LLC will complete the improvements required
by the original Deferral Agreement, except for the Sports Park, prior to the issuance of the first building
permit within the District, even if the Improvements do not pertalll to that portion of the District for which
a residential building llermit is sough!:; (2) Ashby USA, LLC shall design and construct, at its own expense,
a second Community Building at tlie "ports ParR; (3) Ashby USA, LLC shall convey an additionall.4 acres
to the City for the Sports Park; (4) Ashby USA, LLC shall contribute 2.3 acres ofland in Planning Area 33B
for a park and ride and trailhead; and (4) Ashby USA, LLC would be allowed to submit as apphcations for
land use entitlements for Phases I and II, but the City retains the authority to withhold building permits if the
requirements of the First Amendment to the Deferral Agreement or the Deferral Agreement are not timely
completed. Ashby USA, LLC has completed the improvements referenced in clause (I) above and is
proceeding with the items referenced in Items (2) through (4). The modifications described in the First
Amendmentconcerning Planning Area 33B are contained III the Second Amendment to the RoripaughRanch
Specific Plan adopted by the City Council on February 28, 2006.
Other Matters
Additional Approvals. Additional discretionary approval, such as design review for architecture
(Merchant Builders ) and tentative tract approval of the r 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. AShby USA, LLC does not anticipate that obtaining any of the
approvals will constrain development of the property.
Long Valley Wash Recreational TrailsAgreement. On ,2004, the City, RoripaughRanch
Homeowners Association, (CONFIRM NAME] and Ashby U~A, LLL entered into an agreement III which
the Roripaugh Ranch Homeowners Association and Ashby USA, LLC agreed to maintain in perpetuity the
public trails in the Long Valley Wash. In addition, the Roripaugh Ranch Homeowners AsSOCiation and
Ashby USA, LLC agreed to maintain insurance naming the City, the County, the Riverside County Water
Conservation and Flood Control District and the Temecula Community Services District as additional insured
and to defend, indemnify and hold harmless such parties against any claims or lawsuits relating to the public
use and maintenance ofthe Long Valley Wash recreational trails and public access to the channel fight of
way.
Covenants, Conditions and Restrictions. Ashby USA, LLC is in the process of forming the
Roripaugh Ranch Homeowners Association [CONFIRM NAME] a homeowners association ("RRCA").
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
33
recorded covenants, conditions and restrictions that provide fora levy of the RRMC's assessments, on a basis
subordinate to the lien of the Special Taxes.
Acquisition of 1m provements
The Authority and Ashby USA, LLC have entered into an Acquisition Agreement (the "Acquisition
Agreement") dated as of March I, 2006. Under the terms of the Acquisition Agreement, the Authority will
use proceeds of the 2006 Bonds in the Acquisition Account of the ImprovemenfFund to acquire some of the
Improvements from Ashby USA, LLC upon completion of various discrete components of iiifrastructure 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 Ashby USA, LLC and the Authority.
PROPERTY OWNERSHIP AND DEVELOPMENT
The information about Ashby USA, LLC and the Merchant Builders contained in this Official
Statement has been provided by representatives of Ashby USA, LLC and the Merchant Builders and has not
been independently confirmed or verified by the Underwriter, theDistrict ortheAuthority. Such information
is included because it may be relevant to an informed evaluation of the security Jor the 2006 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 Ashby USA, LLC 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 oJ such
information, as to the experience, abilities or financial resources of Ashby USA, LLC and the Merchant
Builders or an)! other landowner, or as to the absence of material adverse changes in such inf9rmation
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.
Ashby USA, LLC and the Merchant Builders are not personally liable for payment of the Special
Taxes or the 2006 Bonds, and the following information should not be construed to suggest that the Special
Taxes or the 2006 Bonds are personal obliRations or indebtedness of Ashby USA, LLC and the Merchant
Builders or that Ashby USA, LLC and the Merchant Builders will continue to own their respective parcels
of land.
Description of Project.
Ashby USA, LLC owned all of the property within the District and has sold a portion of the District
to the Merchant Builders. Table I below sets forth information regarding the projects being developed in
the District. Only certain of the Merchant Builders referenced below are currently landowners within the
District, and there can be no assurance that those who are not yet owners will close escrow on their lots
within the District at the times indicated or at all. See "BONDOWNERS' RISKS - Concentration of
Ownership,"" - Failure to Develop Properties" and" - Land Development."
34
[INSERT PLANNING AREA MAP]
Continental Residential, Inc. is anticipated to close lots for 104 units during the fourfh quarter of 2006,
assuming improvements are constructed as anticipated by Ashby USA, LLC The final map which is ready
to be recorded does not include 6 lots which were approved pursuant to a Specific Plan Amendment
approved on January II, 2005. Continental ResidentialInc. antiCipates the Tentative TractMapNo. 32004
for fhe additional 6 units will be approved by April 2006. Continental Residential Inc. anticipates
acquisition of the 104 lots once AsFi6y USA, LLC has satisfied its obligations pursuant to fhe terms of
Continental Residential, Inc.'s purchase agreement Closing is conditioned on Ashby USA, LLC's
satisfaction of development conditions such that Continental Residential, Inc. can obtain building permits
and certificates of occupancy.
See" - Sale ofphase II to KB Home CoastalInc.; Take Down Options"regarding KB Home CoastalInc.' s
agreement to acquire 112 lots and regarding the Option Agreement.
Commercial property is located in Planning Area II located in Phase II.
Issuance of building permits is contingent on the Bonds being issued. [CONFIRM SECONDARY
ACCESS CONDITION IS SATISFIED BEFORE POS IS PRINTED]
Source: Ashby USA, Uc.
Table 1
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
Property Ownership and Development Status
Units
Development Est. Completed No. of Lots
Phase! Total or Under for Which
Name of Specific Plan Number Construction There is a Status
Landowner I Planning of asof recorded of
Merchant Builder(l) Area Units 1,2006(5) Final Map Maps
Phase I - Residential
Ash~USA, LLCIContinental lA 104(1) 0 0 Final mag
Resi ential,Inc.Cl) approve but
not yet recorded
Davidson Roripaugh Ranch 122, 2 99 0
LLC
TanameraIRoripaugh II, LLC 3 99 0
TanameraIRoripaugh, LLC 4A 100 0
Traditions at Roripaugh, LLC 4B 113 0
99 Final mdP
recorde
99 Final mdP
recorde
100 Final mdP
recorde
0 Final mag
aprrove but
no yet recorded
298
8ubtotal- Phase I -
ReSidential
515
o
Phase II - Residential and
Commerdal
Ashby USA. LLCI
KB Home Coastal IncP)(3)
Total Phase I and Phase II
o
1.230
o
Q
298
1.745
g
(I)
(2)
(3)
(4)
35
Status of
Development
asof
January 15, 2006
Graded; blue top, except 6
lots in Tentative Tract
Map anticipated to be
approved by April 2006;
in-tract se\Ver and water
stubbed; 65% of sewer
and water installed to lots
Near finished condition
with in-tract utilities
installed and the in-tract
street paved
Graded; near finished
condition with in-tract
utilities installed and the
in-tract street paved
Graded; near finished
condition with in-tract
utilities installed and the
in-tract street paved
Graded, blue -top
condition. some in-tract
sewer and water installed;
no curb no paving; a fe\V
lots have laterals.
Rough grading in process
Ashby USA, LLC
[TO BE REVIEWED AND UPDATED BY ASHBY USA AND USA COMMERCIAL]
General.
Ashby USA, LLC and its Members. Ashby USA, LLC ("Ashby USA, LLC") is a California limited
liability company based in Corona, California, formed by its members with respect to the Roripaugh Ranch
project. Ashby USA, LLC is managed by Ashby Development Company, Inc., a California corporation. The
other member of Ashby USA, LLC is USA Investment Partuers, LLC, a Nevada limited liability company,
and an affiliate of USA Commercial Mortgage Company, a Nevada corporation (dba "USA Capital'').
Members and Affiliates.
The primary principals of USA Investment Partuers, LLC are Tom Hantges and Joe Milanowski.
[CONFIRM]
Thomas Hantges. Mr. Hantges is a 32-year resident of Las Vegas, Nevada, and had been active in
the real estates business since 1974. Mr. Hantges founded USA Commercial Mortgage Company (dba "USA
Capital") in 1989. Mr. Hantges has actively developed multifamily housing throughout Las Vegas and Reno,
Nevada. From 1989 through 1996, he managed the USA Capital Land Fund, a partuership formed to develop
residential and multifamily projects throughout southern Nevada. Mr. Hantges is currently managing
TanameraResortPartners, a $50 millionreal estate equity fund developing several projects primarily in Reno,
Nevada. Mr. Hantges obtained both his RA. and M.RA. from the University of Nevada Las Vegas and is
a Chartered Financial Analyst (CFA).
JosephD. Milanowski. Mr. Milanowskijoined USA Capital in 1993 after five years with Southwest
Gas, a leading utility in the Southwest, in the Finance Department. Since joining USA Capital, Mr.
Milanowski has been involved with analyzing and financing nearly $500 million in real estate transactions
including master-planned communities, apartments, land development and residential construction. His
primary responsibilities for USA Capital include project analysIs and financing of various commercial
development projects for the comrany. Mr. Milanowski is also involved with the management of Tanamera
Resort Partners, a $50 million rea estate equity fund developing several projects primaflly in Reno, Nevada.
Mr. Milanowski has lived in Las Vegas since 1988. Mr. Milanowski obtained his 13A in Economics from the
University of Michigan and his MEA in finance from the University of Arizona.
Agreements for provision of Public Facilities. Ashby USA, LLC has entered into separate
improvement agreements with EMWb for sewer and water service to be provided to the property witFiin the
District. These agreements cover the backbone improvements only. Each Merchant Builder will need to enter
into separate improvement agreements for in-tract sewer and water facilities with respect to their respective
portion of the development. Ashby USA, LLC has entered into improvement agreements and posted surety
bonds with the City for completion of portions of backbone streets and storm drain facilities. Ashby USA,
LLC or a Merchant Builder will be required to post surety bonds with the City prior to recordation of the
individual tract maps within the individual planning areas for completion of in-tract improvements.
Estimated Development Costs; Plan of Finance
[REVISIONS TO BE REVIEWED BY PATRICK MCNICHOLAS ANDPETEOLAH] [Ashby USA,
LLC estimated that the total cost to improve each Phase of the project from raw land to blue-top lots with
backbone improvements is approximately $76,320,593 for Phase I, $322,626,703 for Phase II and $70,609,920
[REVIEW AMOUNTS] for District eligible costs for which approximately 44,743,000 of District bond
proceeds will be available]. District eligible costs not funded with proceeds of the 2006 Bonds will be
financed through the Loan or through other funds available to Ashby USA, LLC. These foregoing 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. These costs also include repayment
of loans. As of December 3 I, 2005, Ashby USA, LLC has spent approximately $54,6 14,28 I in connection
with Phase I, approximately $112,322,369 in connection With Phase II and approximately $17,965,385 in
connection with District financed costs. The foregoing merely reflect Ashby USA, LLC's present plan for
the development of the property and include repayment of loans with proceeds of subsequent loans. There
36
can be no assurance that Ashby USA, LLC will have the resources, willingness or ability to successfully
implement the development plan as described above.
In addition to the foregoing costs of Ashby USA, LLC, each Merchant Builder will incur costs to
develop its Planning Area from the blue-top lot condition for which Ashby USA, LLC is responsible to
finished lots (ready for house construction). These costs include for the Merchant Builders all in-tract
improvements [but do, do not include] 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. Ashby USA, LLC has estimated these costs in aggregate as follows:
Table 2
Estimated Finished Lot Costsl:1)
(Estimated as of January 15, 2006)
Estimated Est.
Est. Costs per Remaining
Planning Area Landowner/Merchant Builder(2) Units Lot (3) CostS(4)
Phase I
Planning Area 1 A Ash~USA, LLC/ Continental 104(5) 28.846 3.000.000
Resi ential,Inc.
Planning Area 2 Davidson Roripaugh Ranch 122, LLC 99 20.900 2.069.100
Planning Area 3 TanameraIRoripaugh II, LLC 99 20.900 2.070.000
Planning Area 4A TanameraIRoripaugh, LLC 100 20.900 2.090.000
Planning Area 4B Traditions at Roripaugh Ranch, LLC ill 36.647 4141121
Subtotal- Phase I 515 $13.370.221
Phase II
Planning Area 10
Planning Area 12
Planning Area 14
Planning Area 15
Planning Area 16
Planning Area 17
Planning Area 18
Planning Area 19
Planning Area 20
Planning Area 21
Planning Area 22
Planning Area 23
Planning Area 24
Planning Area 31
Planning Area 33A
Commercial land (PA 11)(7)
Subtotal Phase II
Subtotal Phase I and
Phase II
Plus costs to develop from
current condition to E/ue top
Plus 5% overhead and
marketing
Less CFD funded costs
Total Phase I and Phase II
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA, LLCiKB Home Coastal Inc.
Ashby USA. LLC
14
1116)
92
104
121
147
121
25
35
24
130
47
75
169
14
I..II..ill=.
1.230
1.745
$81.934.654
$68.564,433
$9.526.727
($44.395,714)
$129000321
(1) MerchantBuilders estimated costs to improve blue-top gradedlotsto finished lots with in-tract improvement completed. [These amounts differ from
the estimates used in the Appraisal to estimate appraised values.]
(2) Continental Residential, Inc. is not yet a current landowner withm the District, and there can be no assurance that it will close escrow on its lots
within the District at the times indicated or at all.
(3) Excludes Transportation Unifonn Mitigation Fee that is to be credited by the City for infrastructure work that will be financed by the District.
(4) Includes 6 lots which were approved by a Specific Plan amendment approved on January 11, 2005.
(6) See" - Sale of Phase II to KB Home Coastal Inc.; Take Down Options" regarding KB Home Coastal Inc. Agreement to acquire 112 lots and
regarding the Option Agreement. KB Home Coastal Inc. is not yet a current landowner within the District, and there can be no assurance that it
will close escrow on its lots within the District at the times indicated or at all. 112 units is preliminary and subject to change. Under the general
approvals relatingt.o the Projec:t, Planning Area 12 is referenced as having up to 145 residential units, but the number of units expected to be
approved for Plannmg Area 12 IS a lesser amount.
(6) Commercial property is located in Phase II.
37
Source: Ashby USA, LLC
Table 3 summarizes the sources and uses of funds to complete, as a whole, Ashby USA, LLC's
development in the District and the expected cash flow from Ashby USA, LLC' s operations within the District.
Ashby USA, LLC projects land sales to merchant & commercial builders and School Districtto occur
over an approximate period from 2004 throu~h 2006. Table 3 below summarizes the sources and uses of funds
to complete, as a whole, Ashby USA, LLC s development in the District and the expected cash flow from
Ashby USA, LLC's operations within the District.
38
TABLE 3
Community Facilities District No. 03-02
Ashby USA, LLC's Estimated Sources and Uses of Funds
39
Total Value As of Dee 31 Jan-March Apr-June July-Sept Oct-Dee Jan-June July-Dee Thereafter
2005 2006 2006 2006 2006 2007 2007 Totals
Sources
Lot Sales - Residential $307.335.806 $26.652.942 $5.212.169 $6.610.695 $7.115.000 $52.000.000 $93.535.000 $116.210.000 $307.335.805
Lot Sales - Commercial 6.534.000 $6.534.000 6.534.000
Lot Sales - School Sites 35.986.000 35.986.000 35.986.000
Option Maintenance Payments 13.920.000 3.160.000 2.360.000 $8.400.000 13.920.000
Constr. Loan - Bank Michvest 35.171.903 35.171.903 35.171.903
Constr. Loan - Bank of the West 26.135.000 26.135.000 26.135.000
Constr. Loan - Ohio Saving Bank 146.400.000 63.835.529 6.165.000 30.000.000 25.000.000 16.500.000 4.899.471 146.400.000
Related Party Contributions 36.010.573 34.510.573 1.500.000 36.010.573
Related Party Loans 634.194 634.194 634.194
CFD Funding 44.000.000 10.000.000 12.000.000 17.000.000 $5.000.000 44.000.000
SUBTOTAL $652.127.476 $186.940.141 $11.377.169 $48.034.000 $43.610.695 $40.615.000 $65.059.471 $131.881.000 $124.610.000 $652.127.476
Uses PHASE I - Improvements
Land costs $2.165.277 $2.165.277 $ 2.165.277
Soft Costs 11.183.132 10.400.532 $290.000 $343.000 $90.000 $34.600 $25.000 11.183.132
Land hnprovement Costs 13,740.367 13,740.367 13,740.367
Construction Costs 5.314.776 5.314.776 5.314.776
Constr. Loan - Bank of the West pay-off 26.135.000 13.299.647 5.053.517 6.305.310 1,476.526 26.135.000
Other Contrib. & Related Party pay-off 15.975.523 9.010.000 4.611.851 2.353.672 15.975.523
GRC Exit Fee (3.6%) 1.806.508 683.682 182.426 228.690 237.985 473.725 1.806.508
SUBTOTAL $76.320.583 $54.614.281 $5.525.943 $6.877.000 $1.804.511 $34.600 $4.636.851 $473.725 $2.353.672 $76.320.583
Uses PHASE II - hnprovements
Land cost $8.661.1 08 $8.661.1 08 $8.661.1 08
Soft Costs 39.427.677 23.005.243 $1.487.530 $4.495.562 4.148.997 $4.016.346 $1.874.000 $400.000 $39.427.678
Land hnprovement Costs 27,748.258 23.279.883 800.000 2.000.000 1,468.375 200.000 27,748.258
Construction Costs 16.577.042 347.042 1.540.000 6,400.000 5.590.000 2.600.000 100.000 16.577.042
Offsite hnprovements 1.800.000 517.641 801.050 400.000 81.309 1.800.000
Constr. Loan - Bank Michvest pay-off 35.171.903 35.171.903 $35.171.903
Constr. Loan - Ohio Saving Bank pay- 46.400.000 10.000.000 16.821.184 15.000.000 57.000.000 47.578.816 $146.400.000
off
Other Contrib. & Related Party pay-off 34.523.266 21.239.549 13.283,717 34.523.266
GRC Exit Fee (3.6%) 13.186,476 1.872.000 $4.662,756 6.651.720 13.186,476
SUBTOTAL $323.495,731 $112.222.369 $4.628.580 $23.295.562 $28.109.865 $21.816.346 $60.846.000 $65.925.289 $6.651.720 $323.495,731
Uses: Public Improvements
Street hnprovements $45.572.379 $13.561.414 $1.538.972 $9.197.508 $8.692.514 $7,759,744 $4.822.227 $45.572.379
Stonn Drain Improvements 10.623.532 279.804 441.232 5.500.000 2.565.852 1.836.644 10.623.532
Environmental Mitigation 1.030,706 730,706 300.000 1.030,706
Parks 7.143.303 1.024.167 200.000 2.800.000 2.200.000 919.136 7.143.303
Other Contributions 6.240.000 3.100.000 640.000 2.500.000 6.240.000
SUBTOTAL $70.609.920 $17.965.385 $2.820.204 $18.228.214 $13.458.366 $13.015.524 $4.822.227 $300.000 $14.414.009
40
CASH OUlFLOWS (Improvements)
$186,790.191
CASH OUlFLOWS (Finance Activity) $283,636,042
NET CASH FLOW $181.701.242
$92.551.802 $6.895.872 $28.862.904 $20.886.035 $16.843.124 $8.662.255
$5.136,481
$6.951.720 $186,790.193
$92.250.234 $46.078.855 $19.537.872 $22.486,707 $18.023.346 $61.642.823 $61.262.533 $2.353.672 $283.636.041
$2.138.105 $540.548 $173,772 $411.725 $6.160.255 $914.648 $66.396.633 $181.701.241 $181.701.241
41
The discussion and budgets set forth above merely reflect Ashby USA, LLC's present plan for the
development of the property Ashby USA, LLC owns or previously owned within the District. There can be no
assurance that Ashby USA, LLC will have the resources, willingness or ability to successfully implement the
development plan as described above.
Plan of Finance. Ashby USA, LLC is financing development of the property from sources provided
by its members and a variety ofloans. On September 2, 2005, Ashby USA, LLC obtained a $146,400,000 loan
from Ohio Savings Bank, with a maximum of $103,500,000 outstanding at one time for refinancing the
acquisition of the land and financing of the blue top improvements. The loan terms are described below. Aloan
from Bank Midwest with an outstanding balance of$34,988, 188 on September 2, 2005 was paid on September
2,2005 with proceeds of the Ohio Savings Bank loan.
A loan in the amount of $26,13 5,000 from Bank of the West for which $8,3 I 1,037 was outstanding as
of December 3 1,2005 was paid with proceeds of sales oflots in Planning Area 3 (closed on November 2, 2005),
Planning Area 4B (closed January 6, 2006)], IA [expected to close in the [third] quarter of 2006 and Planning
Area 12 (expected to close in the [ first] quarter of2007. The Bank of the West commitment has been paid down
to $8,3 I 1,037 as of December 3 I, 2005, plus financing costs which may accrue on such amount. The note held
by Bank of the West is due September 2,2006, as the result of a recent extension granted by Bank of the West
and Ashby USA, LLC anticipates that it will have funds to pay the note on or before such date. [CONFIRM
-WAS THIS DATE EXTENDED FORPA 12 LOTS?]
In addition, there is a loan in the amount of$34,83 1,680 from USA Capital of which $9,414,689 was
outstanding as of December 31, 2005 secured by a deed of trust with respect to Phase I and Phase II.
As ofDecember3I, 2005, approximately $ [69,690,665 [THIS AMOUNTIS HIGHER
ON PAGE _??] had been expended in connection with the improvements to the land in the project. Such
amount excludes land acquisition costs, debt service [and general and administrative costs].
Sale of Phase II to KB Home Coastal Inc.; Take Down Options
KB Home Coastal Inc. as optionee, and Ashby USA, LLC, as optionor, entered into the Option
Agreement in July 2005. The Option Agreement grants KB Home Coastal Inc. an option to purchase a portion
of the residential lots in Phase II (herein, the "Phase II Residential Property"). Specifically, KB Home Coastal
Inc. can elect: (i) to exercise the option on the approximately 1,1 18 of the approximately 1,230 lots of the Phase
II Residential Property (the "Overall Option Alternative''); (ii) to exercise the option for approximately 412 lots
of the Phase II Residential Property (the "First Option Alternative"); or (iii) not to exercise the option to
purchase any of the Phase II Residential Property (the "Termination Option Alternative"). Each election is
described in more detail below. In each case, the term of the option commenced on the date that KB Home
CoastalInc. delivered a feasibility notice and title approval notice, which occurred on July 27, 2005 andexpires
on the Outside Closing Date" which is defined as 20 calendar quarters after the delivery or deemed delivery of
Acceptance of the Blue Top Condition on the Overall Property (as defined below).
In connection with the Option AgreementKB Home Coastal Inc. has deposited with Ohio Savings Bank
one or more irrevocable letters of credit in an aggregate amount of $39 million (the "KB Home Coastal Letter
of Credit''), based on the satisfaction of certain conditions under the Option Agreement (including Ashby USA,
LLC receiving its construction financing and the title company issuing a title policy to KB Home Coastal Inc.).
Ashby USA, LLC or Ashby USA, LLC's approved lender (Ohio Savings Bank) is named as the beneficiary of
the KB Home Coastal Letter of Credit. The deposit represented by the KB Home Coastal Inc. Letter of Credit
42
is deemed to be earned by Ashby USA, LLC and becomes nonrefundable toKB Home Coastal Inc. upon (i) the
delivery of a notice evidencing acceptance by KB Home Coastal Inc. of the portion of the Phase II Residential
Property for which the option is exercised in Blue Top Condition (the "Acceptance Notice''), or (ii) KB Home
CoastalInc.'s election or deemed election of the Termination Option Alternative, except in the event KB Home
Coastal Inc.' s election to terminate the Option Agreement is due to a material default by Ashby USA, LLC.
Ashby USA,LLC has the right to draw upon the KB Home Coastal Inc. Letter of Credit when Ashby USA, LLC
has received a notification of non-renewal and if KB Home Coastal Inc. has failed to renew or provide a
replacement letter of credit within 30 days afterreceipt of notice from Ashby USA, LLC of such non-renewal.
The Letter of Credit may also be drawn upon if (i) KB Home Coastal Inc. fails to annually renew the Letter of
Credit; (ii) KB Home Coastal Inc. fails to replace the Letter of Credit with cash after all Ashby USA LLC's
work is complete, no title objections have been made, and there is no default by Ashby USA, LLC under the
Development Agreement; or (iii) the option is terminated and the Letter of Credit is not replaced with cash. The
Letter of Credit may also be drawn upon if an amount is awarded to Ashby USA, LLC by an arbitrator.
Otherwise the Letter of Credit is replaced by cash, which is turned over to Ashby USA, LLC. The escrow
holder will record a performance deed of trust against the Phase II Residential Property which shall secure
Ashby USA, LLC's obligation to refund the deposit to KB Home Coastal Inc. in the event of a material default
by Ashby USA, LLC and KB Home Coastal Inc.' s subsequent election to terminate the Option Agreement.
It is currently estimated by Ashby USA, LLC that the grading of the lots in Phase II to a blue-top
condition will be completed from approximately September 2006 through January 30,2007. When this occurs,
and Ashby USA, LLC's work is completed, which includes satisfaction of the conditions to release of building
permits and satisfaction of conditions relating to issuance of certificates of occupancy, the option to KB Home
Coastal Inc. provides for KB Home Coastal Inc. to begin taking down or closing on portions of the lots. KB
Home Coastal Inc. may either acquire approximately 412 of the lots in Phase II in Planning Areas 16,23,24,
and 31, or may acquire all of the approximately I,II8 remaining lots (not including the II210ts in Planning
Area 12 that are subject to a separate transaction). The sale of the approximately 412 lots would close within
45 days of the ability to obtain building permits, satisfaction of conditions relating to issuance of certificates
of occupancy and the date of acceptance of the Blue Top Condition specified in the Option Agreement, provided
however, that KB Home Coastal Inc. has the right to extend the closing date for eight months. [The acquisition
of the balance of the lots would be phased, over a period of approximately 5 years. [DOES THE 5 YEARS
RELATE TO THE 412 or the I,II8 OPTION?] IfKB Home Coastal Inc. elects to acquire the approximately
412 lots, the amount of the deposit will be increased to approximately $52 million, which represents 20% of the
total contract value of the approximately 412 lots, with the balance of the purchase price paid as takedown
occurs. If KB Home Coastal Inc. terminates the Option, then the Letter of Credit must be replaced by $39
million in cash, which cash is released to Ashby USA, LLC. If KB Home Coastal Inc. exercises the Overall
Option Alternative (approximately 1,1 18 lots), then the Letter of Credit must be replaced with approximately
$5 I million in cash, which cash is released to Ashby USA, LLC. IfKB Home Coastal Inc. exercises the First
Option Alternative (approximately 4 12 lots ), the Letter of Credit is replaced with approximately $ IS. 8 million
in cash, which is released to Ashby USA, LLC and an additional Letter of Credit for approximately $23 million
must be provided by KB Home CoastalInc. [HOW DOES THE $15.8 and $23 RELATE TO THE $52 million?]
The deposit [Letter of Credit?] should always be equal to 19.76% of the purchase price. If KB Home Coastal
Inc. elects to take down all of the lots, the full amount of the purchase price is due at that time.
Under the Option Agreement, Ashby USA, LLC is obligated to deliver the lots in Blue Top Condition
on orbefore January 30, 2007 [CONFIRM AGREEMENT IS FINALIZED AND SIGNED BEFORE PRINTING
POS] (subject to force majeure). The failure to deliver the lots in Blue Top Condition provides KB Home
Coastal Inc. with an option to terminate the Option Agreement, or extend the date for completing such workwith
Ashby USA, LLC paying for any costs, fees or expenses incurred in connection with the KB Home Coastal Inc.
Letter of Credit. The Option Agreement defines Blue Top Condition as follows:
43
(i) all civil and soils engineering work pertaining to rough grading and the construction and
installation of improvements outside the boundaries of the Phase II Residential Property has been performed
and paid for, all improvements outside the boundaries of the Phase II Residential Property has been completed,
and all other obligations have been completed that will allow the issuance of building permits and certificates
of occupancy (subject to completion of improvements to be constructed by KB Home Coastal Inc. as the
merchant builder);
(ii) each lot is graded in accordance with the grading plans;
(iii) all wet and dry utilities have been completed up to the property line;
(iv) permanent access over public streets has been provided to the property line;
(v) all storm water requirements and best management practices are in place and have been
complied with;
(vi) all contractor and consultant requirements have been provided to KB Home Coastal Inc.; and
(vii) except for the work that KB Home Coastal Inc. must completed as described in the Option
Agreement, all work necessary for the City to issue building permits and occupancy permits for approximately
I, II 8 units has been completed.
As noted above, KB Home Coastal Inc. has the following three options, which may be exercised on or
before a date that is 60 days following KB Home Coastal Inc.'s receipt of the "Estimated Completion Date
Notice." The Estimated Completion Date Notice will be provided to KB Home Coastal Inc. when Ashby USA,
LLC's engineer estimates that the improvements to bring the Phase II Residential Property to Blue Top
Condition are four months away. KB Home Coastal Inc. 's failure to exercise the option in that time frame could
result in a deemed election of the Termination Option Alternative. The three options available to KB Home
Coastal Inc. under the Option Agreement are as follows:
Option # I: The Overall Option Alternative: If KB Home Coastal Inc. elects the Overall Option
Alternative, a minimum of 63 lots within the PhaseII Residential Propertymust be purchased and escrow closed
during each calendar quarter of every year commencing in the third quarter following the date of delivery of the
Acceptance Notice (said date being referred to herein as the "Blue Top Date") and continuing for 20 quarters
until all of the approximately I, I I 8 lots in the Phase II Residential Property have been purchased. However,
KB Home Coastal Inc. may elect to purchase the first lots prior to the third quarter following the Blue Top Date.
KB Home Coastal Inc. can purchase any or all of the lots in increments as long as KB Home Coastal Inc. gives
Ashby USA, LLC at least 45 days advance notice of which lots it intends to purchase. Within 10 days of the
Blue Top Date, the KB Home Coastal Inc. Letter of Credit will be replaced with cash in an amount equal to
19.76% of the purchase price of all approved lots in the Phase II Residential Property, which shall be
immediately paid to Ashby USA, LLC and credited against the purchase price of the Phase II Residential
Property. The failure to replace the KB Home Coastal Inc. Letter of Credit with cash will allow Ashby USA,
LLC to draw upon the KB Home Coastal Inc. Letter of Credit provided; however, that all Ashby USA, LLC's
work required under the Option Agreement is completed, the title company has not received notice of any
disapproved exceptions and Ashby USA, LLC is not in default under the Development Agreement contingent
on arbitration award in case of dispute.
Option #2: The First Option Alternative: IfKB Home Coastal Inc. elects the First Option Alternative,
the approximately 4 12 lots to be acquired must be purchased and escrow closed within 45 days from the Blue
Top Date; provided, however, that KB Home Coastal Inc. has the right to extend the closing date for eight
months. The KB Home Coastal Inc. Letter of Credit will be replaced within 10 days after the Blue Top Date
44
with (i) cash in the amount of approximately 19.76% of the purchase price of the approximately 4 12 lots to be
acquired (the "Purchase Deposit''), which will be immediately paid to Ashby USA, LLC and credited against
the purchase price of the approximately 412 lots, and (ii) a letter of credit for the difference between the
Purchase Deposit and $39 million, as adjusted proportionately if more or less than the approximately 412 lots
are approved, which will secure the payment of the purchase price for the approximately 412 lots. The failure
to replace the KB Home Coastal Inc. Letter of Credit with cash/letter of credit will allow Ashby USA, LLC to
draw upon the KB Home Coastal Inc. Letter of Credit provided; however, that all Ashby USA, LLC's work
under the Option Agreement is completed, the title company has not received notice of any disapproved
exceptions and Ashby USA, LLC is not in default under the Development Agreement contingent on arbitration
award in case of dispute. [Does Ashby USA, LLC then sell the balance of the lots to other merchant builders??]
Option #3: The Termination Option Alternative: If KB Home Coastal Inc. elects the Termination
Option Alternative, theKB Home Coastal Inc. Letter of Credit will be replaced within 10 days of such election
with a like amount of cash to be immediately paid to Ashby USA, LLC, and KB Home Coastal Inc. shall have
no further obligation to purchase any of the lots in the Phase II Residential Property unless termination is due
to a material default by Ashby USA, LLC, in which case KB Home Coastal Inc. is refunded
[DID THIS MEAN THE LC IS RELEASED TO KB HOME COASTAL INC. AND KB HOME COASTAL
INC. OWES NO AMOUNTS TO ASHBY USA, LLC?].
As soon as KB Home Coastal Inc. gives notice of either the Overall Option Alternative or the First
Option Alternative, KB Home CoastalInc. assumes all obligations and liabilities of the applicable property, to
the same extent as if fee simple ownership and possession had been conveyed and delivered, including the (i)
payment of all real property taxes and assessments, (ii) the payment of certain interest on the purchase price of
the lots, (iii) the payment ofloan costs associated with the Loan, and (iv) all obligations associated with the
District.
When KB Home Coastal Inc. delivers a notice indicating its intention to close on lots (the "Closing
Notice"), the Option Agreement becomes a purchase and sale agreement with respect to the incremental lots
indicated on the Closing Notice and the Option Agreement remains an option with respect to the balance of the
lots.
The Option Agreement acknowledges that, either prior to or subsequent to the close of escrow, Ashby
USA, LLC intends to establish one or more community facilities districts ("CFDs") on the PhaseII Residential
Property which will (i) encumber thePhase II Residential Property with the annuallevy of special taxes or other
charges ("Impositions"), and (ii) pledge the Phase II Residential Property as security for a borrowing, the
issuance of bonds, or the payment ofImpositions. KB Home Coastal Inc. agrees to take title to the Phase II
Residential Property (or portion thereof) upon the close of escrow subject to any CFDs and Impositions in
existence, and subsequent to the close of escrow to have any of the CFDs or Impositions formed or imposed
upon the Phase II Residential Property, so long as the aggregate of all Impositions on a lot does not exceed 2%
of the estimated sales price of a home on such lot at the time the special tax rates are set or modified.
In closing on the lots, the Option Agreement provides that, except with Ashby USA, LLC's written
consent, (i)no more than two escrow closings may occur in any month (which may include multiple lot closings)
and (ii) no lots may close during the fourth quarter of a year and no more than 400 lots during any 2nd or 3,d
quarter.
In the event of a material breach of the Option Agreement by Ashby USA, LLC prior to the Blue Top
Date:
45
(i) KBHome CoastalInc. can deliver awritten notice of termination, in whicheventtheKB Home
Coastal Inc. Letter of Credit is returned to KB Home Coastal Inc. and the Phase II Residential Property is
released from the deed of trust; or
(ii) KB Home Coastal Inc. can elect to extend the Blue Top Date and exercise its Takeover Rights
(as defined below).
In the event of a material breach of the Option Agreement by Ashby USA, LLC following the Blue Top
Date:
(i) KB Home Coastal Inc. can deliver a written notice of termination, in which event the escrow
holder returns the portion of the KB Home Coastal Inc. Letter of Credit which has not been applied to purchase
increments and no other sums, and the Phase II Residential Property is released from the deed of trust;
(ii) KB Home Coastal Inc. can exercise its Takeover Rights; or
(iii) KB Home CoastalInc. can commence an action of specific performance and incidental damages
of $500,000 or less, in which event KB Home Coastal Inc. must still perform its obligations.
Subject to certain cure rights of lenders, KB Home Coastal Inc. has a right to takeover certain work
should Ashby USA, LLC fail to perform such work ("Takeover Rights''), as follows:
a) Prior to the Blue Top Date, KB Home Coastal Inc. can take over and fund the obligations of
Ashby USA, LLC to bring the property to Blue Top Condition, and Ashby USA, LLC is required to reimburse
KB Home Coastal Inc. for such costs (plus a 10% administrative charge) in cash or as a credit against the
purchase price of the lots to be acquired by KB Home Coastal Inc.
b) Following the Blue Top Date, if the City will not issue a building permit or occupancy permit
because of the failure of Ashby USA, LLC to complete the work required of it in the Option Agreement, KB
Home Coastal Inc. may perform such work, and Ashby USA, LLC is required to reimburse KB Home Coastal
Inc. for such costs (plus a 10% administrative charge) in cash or as a credit against the purchase price of the lots
to be acquired by KB Home Coastal Inc.
Ohio Savings Bank Loan Agreement
Ashby USA, LLC and Ohio Savings Bank, a federal savings bank ("Ohio Savings Bank"), as lender,
on August 29, 2005, entered into the Loan Agreement, dated as of August 19, 2005, as modified by a
Modification Agreement dated February 14, 2006 entered into by Ashby USA, LLC and Ohio Savings Bank
(collectively, the "Loan Agreement"). Ohio Savings Bank is making a revolving loan (the "Loan") to Ashby
USA, LLC in the amount that cannot be outstanding at anyone time in an amount greater than $106,500,000,
of which $ 103,500,000 may be used by Ashby USA, LLCto refinance the acquisition of the Land A (as defined
below) and to finance Blue Top Improvements (as defined below). $3,000,000 of the $106,500,000 is set aside
to support an $8,005,000 letter of credit described below. The maximum amount that may be loaned to Ashby
USA, LLC under the Loan is $146,400,000. The Loan will also finance the construction of the Blue Top
Improvements necessary to complete approximately 1,102 detached residential building sites for single family
homes on the Land A. The Loan is evidenced by a note from Ashby USA, LLC to Ohio Savings Bank, secured
by a first Deed of Trust recorded against the Land A and that portion of the Land B (as defined below) owned
by Ashby USA, LLC. The Loan is guaranteed by Richard K. Ashby and Justin Ashby pursuant to a guaranty
(the "Guaranty"). There is also a letter of credit which will secure the Citibank letter of credit in the maximum
46
amount of $8,005,000, which is secured in part by $3,000,000 available under the Loan and equity provided by
Ashby USA, LLC.
Under the Loan Agreement, "Land A" is defined as Planning Areas 13 through 32, inclusive. Of these
parcels, Planning Areas 14-24 and Planning Area 3 I are part of the land that is the subject of the Option
Agreement. The remaining portion of Land A represents open space (P AI3), flood control channels (P A's 25
and 26), parkland (P A 27), school sites (P A's 28 and 29), the proposed Recreation Center (P A 30), and the land
for the fire station (P A 32).
"Land B" is defined in the Loan Agreement as Planning Areas IA, IE, 2, 3, 4A, 4B, 5, 6, 7 A, 7B, 7C,
8, 9A, 9B, 10, 12, 33A and 33B, which have the following land uses:
Planning Area
IA
IB
2
3
4A
4B
5
6
7A
7B
7C
8
9A
9B
10
12
33A
33B
Proposed Land Use
Residential (Continental Property)
Park site
Residential (Davidson Property)
Residential (Tanamera Residential Group)
Residential (Tanamera Residential Group)
Residential (Tanamera Residential Group)
Recreation Center
Park site
Open Space
Detention Basin
Detention Basin
Open Space
Open Space
Open Space
Residential (KE Home Coastal Inc.)
Residential (KE Home Coastal Inc.)
Residential (KE Home Coastal Inc.)
Residential (KE Home Coastal Inc.)
The term Blue Top Improvements means all earthwork, infrastructure and other improvements necessary
to develop 1,102 single family lots on the LandA in accordance with the Option Agreement (including bringing
the Land A to Blue Top Condition). Under the Loan Agreement, if no Event of Default has occurred and is
continuing, (i) Ohio Savings Bankwill release Planning Areas 25, 26, 27 and 32 of Land A from the lien of the
Deed of Trust for no consideration (unless Ashby USA, LLC receives consideration), except for a processing
fee, Oii) Ohio Savings Bank will release Planning Area 30 of Land A for no consideration (unless Ashby USA,
LLC receives consideration) if Ohio Savings Bankhas already released Planning Areas 25, 26,27 and 32, and
(iii) Ohio Savings Bank will release Planning Areas 28 or 29 (the potential school sites) of Land A upon
payment of the greater of 100% of the net proceeds of the sale of such Planning Area or an amount equal to 90%
of the appraised value [WHOSE APPRAlSAL IS USED FOR VALUE?] of such Planning Areas. With respect
to the Land B, the property will be released upon the payment of the greater of (i) the Minimum Release Price
(as defined in the Loan Agreement) for such Planning Area, or (ii) 100% of the Net Proceeds received from the
sale of the lot.
Advances are made under the Loan in the form of a continual revolving credit. The interest rate on the
loan is 7.75%to theend of the first month, then the greater of7.25% or the "prime rate" plus 1.25%. Accrued
interest is due on the first day of each calendar month in consecutive monthly installments commencing on
October I, 2005. Unless Ohio Savings Bank extends the term of the Loan an additional six months, the Loan
becomes due and payable on August 29, 2007. If Ashby USA, LLC fails to pay any installment of interest
within 10 calendar days after it becomes due or fails to pay the entire indebtedness when it becomes due, all
47
unpaid principal and accumulated interest become immediately due and payab Ie and then bears interest at a
default rate equal to the Loan rate plus 5%.
Unless otherwise authorized by Ohio Savings Bank, the amount of proceeds that may be used for each
category, item or purpose of Blue Top Improvement costs cannot exceed the amounts set forth in an exhibit to
the Loan Agreement, including those Blue Top Improvements to be financed by the 2006 Bonds. The budget
for the Blue Top Improvements to be financed by the 2006 Bonds is described below:
Blue Top Improvements
Murrieta Hot Springs Road
Butterfield Stage Road
Nicolas Road
Calle Chapos
Long Valley Channel
Santa Gertrudes Creek
Environmental Mitigation
Sports Park
Fire Station Grading
North Loop Road
South Loop Road
Roripaugh Valley Road
Fiesta Ranch Road
Neighborhood Park
Fire Station Contribution
Payoff of AD 161
Capital Contribution to the City
Budget
$4,600,000
$21,400,000
$9,800,000
$200,000
$[7,600,000]
$3,000,000
$1,000,000
$5,600,000
$100,000
$2,100,000
$600,000
$1,700,000
$1,100,000
$1,500,000
$3,100,000
$600,000
$2,500,000
Ohio Savings Bank will reserve $16,330,000 of Loan proceeds in a reserve fund to pay $1,894,612 in
interest due under the Bank of the West Loan, and $14,435,388.00 [capitalized interest for purposes of payment
of the Loan] for the regular monthly installments of interest due on the Loan.
Until the 2006 Bonds have been issued, advances under the Loan are limited to: (i) $35,714,000 to
release the Land A from an existing deed of trust with Bank Midwest; (ii) $1,830,000 to pay the loan fee; (iii)
$32,000 to pay certain expenses; (iv) up to $15,000,000 for installation of the category of the Blue Top
Improvements described under the heading "Development Costs" [IS THIS A REFERENCE TO A HEADING
IN THE LOAN AGREEMENT? OR THE BLUE TOP IMPROVEMENTS ABOVE? incurred prior to [March
3 I ][February 28], 2006; (iv) up to an additional $5,000,000 for installation of the category of the Blue Top
Improvements described under the heading "Development Costs" [SEE QUESTION ABOVE] incurred after
February 28, 2006; and (vi) up to $560,000 for the payment of interest due for loans encumbering the Land B.
To date, the items listed in (i) - (iii), inclusive, have been financed with the Loan, approximately $12,000,000
of item (iv) has been financed with a draw on the Loan, and some of the costs in (vi) have been paid from the
proceeds of the Loan.
Ifless than $52,000,000 of 2006 Bonds are issued, Ashby USA, LLC can provide additional collateral
to qualify for the additional Loan proceeds. Ashby USA, LLC can request advances of Loan proceeds not more
than two times in any calendar month, using draw request forms. When the Blue Top Improvements have been
fully installed and Ashby USA, LLC has fulfilled all its obligations under the Loan Agreement, Ohio Savings
Bank will disburse the final advance or release a retainage to Ashby USA, LLC.
The amount outstanding at any one time under the Loan Agreement cannot exceed 51 % of the "as is"
value of the Land A, as determined by an appraisal.
48
All merchant builder contracts affecting the Land A have been assigned to Ohio Savings Bank. In
addition, any proceeds of the 2006 Bonds that are to be reimbursed to Ashby USA, LLC have been assigned to
Ohio Savings Bank.
Security for the Loan
The Loan is evidenced by the Note, which is secured by:
. the Deed of Trust;
. the assignment to Ohio Savings Bank of all payments under the merchant builder contracts.
. Any property that is part of the Land B that is released from the Bank of the West Deed of Trust will
become encumbered by the Deed of Trust.
. The Guaranty.
. Richard Ashby's 1/3 interest in an entity called Ten Ninety (which results in a pledge of any tax
increment received by Ten Ninety from the City of Fontana).
Selected Covenants and Conditions
Under the Loan Agreement, there are several covenants made by Ashby USA, LLC and conditions for
the making of advances by Ohio Savings Bank, including:
I. Ashby USA, LLC will begin construction and installation of Blue Top Improvements on or
before the 30th day after the closing of the loan.
2. Ashby USA, LLC must request in writing any change in the Blue Top Improvement plans that
involves an expenditure in excess of $50,000, or the deletion of any facility, improvement or expenditure.
3. The Blue Top Improvements must be substantially complete by the earliest of: (i) the I20th day
prior to the maturity date of the loan (initially, August 29, 2007); (ii) January 30,2007 (as such date may be
extended by KB Home Coastal Inc.'s option); or (iii) any earlier date required by KB Home Coastal Inc.'s
option. As of February ,2006, KB Home Coastal Inc. has agreed to extend the date for completion of the
Blue Top lots to January:m;L007.
4. Ashby USA, LLC and Ohio Savings Bank agree that at all times the loan will be "in balance,"
meaning that the unadvanced portion of the loan and amounts which maybe re-advanced together with any
required Ashby USA, LLC equity funds, equals or exceeds the estimated remaining cost, in the aggregate, to
complete the Blue Top Improvements and to pay for all other items. If Ohio Savings Bank determines that the
loan is not "in balance," Ohio Savings Bank has no further obligation to make an advance unless Ashby USA,
LLC deposits sufficient cash amounts within 30 days or Ohio Savings Bank elects to allow Ashby USA, LLC
to prove its ability to pay all amounts required to place the loan "in balance" again.
5. From the proceeds of the 2006 Bonds, Ohio Savings Bank and Ashby USA, LLC will receive
in reimbursement for authorized Blue Top Improvement costs not less than the following cumulative total
amounts by the following dates (unless an extension is provided due to a force majeure event): (i) $4,000,000
by April IS, 2006; (ii) $10,000,000 by June 30, 2006; (iii) $25,000,000 by December 3 I, 2006; and (iv)
$40,000,000 by June 30, 2007. Ashby USA, LLC must satisfy conditions oftheAcquisitionAgreement in order
to be paid for improvements completed under theAcquisitionAgreement. The District has made no commitment
that any of such amounts will be available at the times specified by Ohio Savings Bank and Ashby USA, LLC
in the Loan Agreement.
49
6. The final map subdividing the Land A must be recorded by [CONFIRM
RECORDATION OR EXTENSION??] LFebruary IS, 2006] (i.e., 180 days after the dated date of the Loan
Agreement).
Events of Default
There are numerous events of default under the Loan Agreement, including:
I. Ashby USA, LLC fails to pay any amounts due and owing under the Loan Agreement.
2. Ashby USA, LLC or Guarantor fails observe or perform any term, covenant or agreementunder
the Loan Agreement or the Guaranty.
3. Ashby USA, LLC or Guarantor becomes insolvent.
4. A material adverse change occurs in the financial condition of Ashby USA, LLC, either of the
guarantors, and certain affiliates of Ashby USA, LLC. For purposes of the Loan Agreement, the death or
incapacity of any guarantor is considered a change in financial condition.
5. Stock, membership or interest of Ashby USA, LLC, or certain affiliates of Ashby USA, LLC
is transferred.
6. Ashby USA, LLC or either guarantor makes false, incorrect or incomplete statements to Ohio
Savings Bank.
7. A default or an event of default occurs under any loan document, any other loan made by Ohio
Savings Bank to Ashby USA, LLC, or any surety bond or letter of credit issued to or for the benefit of Ohio
Savings Bank in connection with the loan and! or the credit facility.
8. The failure of any of the conditions described in "Selected Covenants and Conditions,"
including failure to make certain benchmark principal payments.
9. The failure of Ashby USA, LLC to perform under the Option Agreement, including any default
thereunder or the occurrence of an event that with notice or the passage of time, or both, would constitute such
a default, including the failure to improve the land to Blue Top Condition by [January 30, 2007] [CONFIRM
EXTENSION] [As of _, 2006, KB Home Coastal Inc. and Ashby USA, LLC have amended the date to be
January 30, 2007 and Ohio Savings Bank has amend the Loan Agreement to January 30, 2007 as well.]
10. The failure ofKB Home Coastal Inc. to replace the KB Home CoastalInc. Letter of Credit with
cash and an additional letter of credit ifKB Home Coastal Inc. elects the First Option Alternative.
I I. If Richard Ashby is no longer employed by or associated with Ashby USA, LLC, or if he
becomes deceased.
The foregoing are only some of the potential events of default. In such an event, Ohio Savings Bank
may, at its option, exercise any of the remedies available to it under the Loan Agreement, including (i)
terminating the Loan Agreement, (ii) seeking specific performance, and (iii) accelerating the payment of the
Loan and foreclosing on the Deed of Trust.
Deeds of Trust
The Loan is secured by a Deed of Trust recorded against the Land A and that portion of the LandB that
is owned by Ashby USA, LLC. The Deed of Trust may be released against any lots sold if certain release
50
payments and costs are paid. By virtue of subordination agreements, the Ohio Savings Bank received a title
policy that shows that the Deed of Trust is in first position in relation to other deeds of trust. There are several
other deeds of trust on the property, which the Loan Agreement allows to be in the following priority:
. Ashby Development Company, Inc. ("ADC'') and GRC Development Company, L.P., a California
limited partnership ("GRC''), a junior creditor, entered into an option agreement under which ADC is
obligated to make certain payments to GRC with respect to all of the property that remains subject to
the Deed of Trust. The junior debt is secured by a junior deed of trust by ADC (the "ADC Deed of
Trust") for the benefit of GRC. ADC's rights and obligations under this option agreement have been
assigned to and assumed by Ashby USA, LLC.
. Ashby USA, LLC and KB Home Coastal Inc. entered into the Option Agreement relating to portions
of the land secured by the Deed of Trust, which is secured by a deed of trust (the "KB Home Coastal
Inc. Deed of Trust") for the benefit ofKB Home Coastal Inc. Pursuant to an agreement between KB
Home Coastal Inc., Ashby USA, LLC and Ohio Savings Bank [CONFIRM], KB Home Coastal Inc. has
agreed that the lien of the Deed of Trust is senior and prior to the lien of the KB Home Coastal Inc.
Deed of Trust.
. USA InvestmentPartuers, LLCmade a loan to Ashby USA, LLCin the principal amount of$4,250,000.
The loan is secured by a junior deed of trust by Ashby USA, LLC for the benefit of USA Investment
Partners, LLC, and is in third position behind the Deed of Trust, the ADC Deed of Trust and the KB
Home Coastal Inc. Deed of Trust.
. The LandB is currently encumbered by a deed of trust in favor of Bank of the West. The deed secures
the repayment of the outstanding amounts owed to Bank of the West, which as of December 3 I, 2005
was approximately $8,311,037. The note held by Bank of the West is due September 2,2006, as the
result of a recent extension granted by Bank of the West. [CONFIRM -WAS THIS DATE EXTENDED
FORP A 12 LOTS?] Ashby USA, LLC intends to repay the loan to Bank of the West from the proceeds
of the sale of property to the Tanamera/Roripaugh Entities, Traditions at Roripaugh, LLC, Continental
Residential, Inc. and KB Home Coastal Inc. Once Bank of the West is paid, the portion of the Land B
that was previously encumbered by the deed of trust in favor of Bank of the West will be encumbered
by Ohio Savings Bank's Deed of Trust.
The plans described herein and Ashby USA, LLC's projections are subject to change. There can be no
assurance that Ashby USA, LLChas the willingness or ability to successfully implement the development plans
described above. In the event that cost overruns occur which exceed the funds described in the section
captioned "Plan of Finance" above, Ashby USA, LLC will need 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 or alternative sources 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.
Estimated Absorption
As of January 15,2006, Ashby USA, LLC has closed the sale of 409 of the proposed residential lots
in Phase I and has agreements for sale of the approximately 1,230 residential lots within Phase II to KB Home
CoastalInc., with closings for the final lots in Phase I estimated to occur at the end of the third quarter of 2006]
[DISCUSS], and initial closings for lots in Phase II estimated to occur as described above with respect to the
Option Agreement. Ashby USA, LLC estimates sales of completed homes in Phase I will occur from the fourth
quarter of 2006 through the second quarter of 2008.
51
The foregoing absorption estimates were provided by Ashby USA, LLC. The Market Absorption Study
contains projected absorption of production homes that differ from those of Ashby USA, LLC. The Market
A bsorption Study and theAppraisal were prepared utilizing an estimated date of completion of September 2007
so as to take into account the possibility that the schedule prepared by Ashby USA, LLC is not achieved. See
"PROPERTY OWNERSHIP AND DEVELOPMENT - Market Absorption Study" and APPENDIX D -
"Market Absorption Study."
History of Property Tax Payment; Loan Defaults; Bankruptcy
The officer executing a certificate on behalf of Ashby USA, LLC certifies that, to his actual knowledge:
. Under the definition of Affiliate in the Ashby USA, LLC Continuing Disclosure Agreement,
Ashby USA, 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 some of such
Affiliates have been delinquent at one time or another in the payment of ad valorem property taxes, special
assessments or special taxes. Ashby USA, LLC does not have actual knowledge that Ashby USA, 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 Ashby USA, LLCnor 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. Except as described under"
- Deeds of Trust," no Affiliate has any loans, lines of credit, or other obligations related to the development in
the District.
. Ashby USA, LLC and its Affiliates are solvent and neither Ashby USA, LLC nor any of its
Affiliates has ever filed bankruptcy or been declared bankrupt or has any proceeding pending or to Ashby USA,
LLC's actual knowledge threatened in which Ashby USA, LLC may be adjudicated as bankrupt, or discharged
from any or all of its debts or obligations.
. No action, suit, proceedings, inquiry or investigations atlaw or in equity, before or by any court,
regulatory agency, public board or body, is pending (with service of process to Ashby USA, LLC or an Affiliate
having been accomplished) against Ashby USA, LLC or any Affiliate or, to Ashby USA, LLC's actual
knowledge, threatened, which If successful, would materially adversely affect the ability of Ashby USA, LLC
to complete the development and sale of the property proposed for development by such entity within the
District or to pay special taxes or ad valorem tax obligations when due on such property within the District.
Merchant Builder Litigation against Ashby USA, LLC; Sales of Merchant Builder Tracts. In
, 200-, Ashby USA, LLC had sold land in Planning Areas 4A, 4B and 3 to Roripaugh Ranch 100
L.P. A complaint was filed on May 28,2004 by Roripaugh Ranch 100, L.P. for which Griffin Communities
acts as merchant builder (100 lots in Planning Area 4A) against Ashby USA, LLC alleging breach of contract
and fraud, and seeking damages, declaratory relieve and a temporary restraining order. Ashby USA, LLC was
never served with that lawsuit and the lawsuit was dismissed one week after it was filed on June 4, 2004. A
second complaint was filed on February 10, 2005 by Roripaugh Ranch 100, L.P. against Ashby USA, LLC
relating to breach of contract and breach of covenant of good faith and seeking damages and declaratory relief.
Ashby USA, LLC was served with that complaint on March 1,2005. Ashby USA, LLC and Roripaugh Ranch
100, L.P. have resolved the issues raised in the complaint and a series of agreements have been entered into
whereby Tanamera/Roripaugh, LLC became the owner of the property in Planning Area 4A on June 30, 2005
and the lawsuit was dismissed with prejudice as of that date.
52
During the time period of negotiations to resolve the Griffin Communities litigation, an agreement was
entered into by Tanamera/Roripaugh II, LLC with Shea Homes Limited Partnership, a California limited
partnership ("Shea Homes Limited Partnership") with respect to lots in Planning Area 3, which sale closed on
November 2, 2005.
A third complaint was filed in Augnst 2005, by RoripaughRanch I, LP, a California limited partnership
for which Meeker Companies, Inc., a California corporation ("Meeker Companies, Inc.") acts as merchant
builder (I 13 lots in Planning Area 4B). RoripaughRanch I, LP's lawsuit against Ashby USA, LLC, and others,
alleged, among other things, breach of contract and breach of the covenant of good faith and seeking damages
and declaratory relief. Ashby USA, LLC was served with that complaint in August 2005. Ashby USA, LLC
and Roripaugh Ranch I, LP have resolved the issues raised in the complaint and a series of agreements have
been executed whereby Traditions at Roripaugh, LLC became the owner of the property in Planning Area 4B
on January 6, 2006, and the lawsuit was dismissed with prejudice as of that date.
Continental Residential, Inc.
[SECTION TO BE REVIEWED BY CONTINENTAL ONCE APPRAISAL IS AVAILABLE]
Continental Residential, Inc., a California corporation ("ContinentaIResidential, Inc.") has entered into
an agreement with Ashby USA, LLC for the acquisition of lots for development of 104 residential units on
approximately 14.53 net acres in Planning Area IA, including 6 lots which were approved pursuant to a Specific
Plan amendment approved on January I I, 2005. Lots for all 104 units are expected to close in October 2006
upon Ashby USA, LLC's satisfaction of development conditions such that Continental Residential, Inc. can
obtain building permits and certificates of occupancy.
Continental Residential, Inc. is a subsidiary of DR Horton, Inc, a Delaware corporation ("DR Horton").
DR Horton is a New Y orkStockExchange listed corporation traded under the ticker symbol "DHI." 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.
Description of the Project. The development which constitutes Continental Residential, Inc.'s project,
together with the estimated lot sizes, unit sizes and base sales price range, is set forth below.
Minimum Estimated Unit Estimated
Lot Size Size Base Sales
Project Name (Square Feet) (Square Feet) Price Range Total Units
Castillo 5,000 sq. ft. 1,949 - 2,949 $410,000 - $480,000 104
Status of Permits and Approvals. [UPDATE] The lots for 98 of the units are encompassed within a
tentative tract map. The final map for 98 of the units has been processed by Ashby USA, LLC and has been
approved by the City, but is not expected to be recorded until Ashby USA, LLC satisfies development
conditions such that Continental Residential, Inc. can obtain building permits and certificates of occupancy,
which is estimated to occur by the end of the third quarter of 2006 for all 104 units. The lots for 6 of the lots
are encompassed within a tentative tract map which Continental Residential, Inc. anticipates will be approved
by April 2006. Continental Residential is obligated to complete the following tasks as required by the Planning
Department: (I) re-approval of building plans which have expired; and (2) submission of construction
landscaping plans. Ashby USA, LLC is obligated to complete the following tasks as required by the Planning
Department: (I) deposit of landscape maintenance bonds; (2) completion of landscape plans for perimeter
53
slopes; and(3) submission of the final report from the archaeologist and paleontologist monitor. [Review which
items Ashby vs. Continental Residential is responsible for.] Pursuant to the purchase agreement between
Ashby USA, LLC and Continental Residential, Inc., Ashby USA, LLC is obligated to deliver blue-top lots to
Continental Residential, Inc. As described above, under" - Status of Permits and Approvals," Ashby USA,
LLC will be constructing all backbone public improvements and has rough graded the lots. Continental
Residential, Inc. will be responsible for final grading and for constructing in-tract street, water, sewer and dry
utility improvements for the detached single family 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 2006. Closings of home sales are expected to commence in the [second] quarter
of 2007.
[UPDATE] Final grading for the lots is estimated to commence in the [second] quarter of2006.
The majority of the in-tract sewer has been installed and a portion of the in-tract water has been installed by
Ashby USA, LLC. In-tract water is anticipated to be completed in the [second] quarter of 2006 and
streets, curbs and gutters are estimated to commence construction in the [first] quarter of 2006.
Because Continental Residential, Inc. will acquire rough graded sites, Contmental ReSidential, Inc. is
responsible for work to bring the lots to a "finished" condition. Estimated remaining costs are set forth in Table
2 in the section subcaptioned "- Ashby USA, LLC - Development Budget." Continental Residential, Inc.'s
estimated costs for in-tract improvement costs and fees to achieve finished lots aggregate $_ of which
$ had been expended as of January IS, 2006, and approximately $3,000,000 remained to be
expended. As referenced in Table 2 Continental Residential, Inc. estimates that approximately $2,400,000 of
such costs have not yet been incurred. In addition, Continental Residential, Inc. will incur 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 January IS, 2006, Continental Residential, Inc. estimates that
$ [3,000,000] had been expended in connection with the development of the project,
including a non-refundable deposit paid in connection with its purchase agreement with Ashby USA, LLC.
There is no assurance that amounts necessary to finance the remaining site development and
construction costs within Planning Area lA will be available from Continental Residential, Inc. or any other
source, when needed. Continental Residential, Inc. is under no legal obligation of any kind to borrow or expend
fundsfor the development of the property within Planning Area lA. Any contribution of capital by Continental
Residential, Inc. or any other Continental Residential, Inc. entity, or any borrowings by Continental Residential,
Inc., whether tofund costs of development within Planning Area lAor topay special taxes, is entirelyvoluntary.
Development Experience. DR Horton and its subsidiaries, including Continental Residential, Inc.,
designs, constructs, markets and sells single-family residences, town homes and condominiums primarily to
entry-level and "move-up" buyers and is ageographically diverse homebuilder in the United States of America.
DR Horton, delivered approxunately 43,507liomes and had approximately $10.66 billion in revenues for the
DR Horton's fiscal year ended September 30, 2004. [UPDATE TO September 30, 2005 when information
becomes available in 2006]
Absorption. According to DR Horton, DR Horton's development has a projected absorption rate of35
units per quarter, with home closings commencing in the [first] quarter of 2007. The foregoing
absorption estimates were provided by DR Horton and rely in part on Ashby USA, LLC's projected completion
of infrastructure improvements. The Market Absorption Study contains projected absorption of production
homes that differ from those of Ashby USA, LLC. The Market Absorption Study and the Appraisal were
prepared utilizing an estimated date of completion of September 2007 so as to take into account the possibility
that the schedule prepared by Ashby USA, LLC is not achieved. See "PROPERTY OWNERSHIP AND
DEVELOPMENT - Market Absorption Study" and APPENDIX D - "Market Absorption Study."
History of Property Tax Payment; Loan Defaults; Bankruptcy. DR Horton has made the following
representations:
54
. Under the definition of Affiliate in Ashby USA, LLC 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 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.
. 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 DRHorton' 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.
Davidson Roripaugh Ranch 122, LLC
[SECTION TO BE REVIEWED BY DAVIDSON ONCE APPRAISAL INFORMATION IS AVAILABLE]
Davidson Roripaugh Ranch 122, LLC, a California limited liability company, acquired the lots proposed
for development of99 residential units on approximately 14.67 net acres in Planning Area 20n May 30, 2003.
Davidson Roripaugh Ranch 122, LLC is under common ownership with Davidson Communities, LLC, a
California limited liability company. The principal of Davidson Communities, LLC has specialized in building
single-family attached and detached homes in San Diego County since 1979. Davidson Builders, Inc., a
California corporation based in San Diego, California ("Davidson Builders, Inc.") is under contract to develop
the property.
Description of the Project. The development which constitutes DavidsonRoripaugh Ranch 122, LLC's
project, together with the estimated lot sizes, unit sizes and base sales price range, is set forth below.
Project Name
Not yet named
Minimum
Lot Size
(Square Feet)
5000
Estimated Unit
Size
(Square Feet)
2,960 - 3,357
Estimated
Base Sales
Price Range
Total
Units
$538,000 - $558,000
99
Status of Permits and Approvals. The lots for the 99 units are encompassed within a final map recorded
on April 28, 2004. Davidson Roripaugh Ranch 122, LLC is obligated to complete the following tasks as
required by the Planning Department: (I) re-approval of building plans which have expired; and (2) submission
of construction landscaping plans. Ashby USA, LLC is obligated to complete the following tasks as required
55
by the Planning Department: (I) deposit of landscape maintenance bonds; (2) completion of landscape plans
for perimeter slopes; and (3) submission of the final report from the archaeologist and paleontologist monitor.
[Review which items Ashby and which items Davidson is responsible for] Pursuant to the purchase agreement
between Ashby USA, LLC and Davidson Roripaugh Ranch 122, LLC, Ashby USA, LLC was obligated to
deliver blue top lots to Davidson RoripaughRanch 122, LLC. As described above, under" - Status of Permits
and Approvals," Ashby USA, LLC will be constructing all backbone public improvements and rough grading
the lots. Davidson Roripaugh Ranch 122, LLC will be responsible for final grading and for constructing model
and production homes. By agreement among the merchant builders and based on development conaitions,
Davidson Roripaugh Ranch 122, LLC will utilize 54 of the 107 building permits for which development
thresholds have been satisfied following issuance of the 2006 Bonds. Davidson Roripaugh Ranch 122, LLC
estimates it will begin model construction in the [second] quarter of 2006. Closings of home sales are expected
to commence in the [fourth] quarter of 2006.
[UPDATE] As of January IS, 2006, Davidson Roripaugh Ranch 122, LLC has installed the in-tract
water and sewer, and the in-tract streets have been paved, and have curbs and gtltters have been installed.
Because Davidson Roripaugh Ranch 122, LLC, acquired blue top sites, Davidson Ranch 122, LLC is
responsible for work to bring the lots to a "finished" condition. Estimated remaining costs are set forth in Table
2 in the section sub captioned "Ashby USA, LLC - Development Budget." Davidson Roripaugh Ranch 122,
LLC's estimated costs for in-tract improvement excluding fees such as the Transportation Uniform Mitigation
Fee, to achieve finished lots aggregate approximately $3,800,000. Approximately
$ [1,730,900] had been expended as of [January 15,2006] and approximately $
remained to be incurred. Table 2 sets forth information presented by the Appraiser based on information
provided by Davidson Roripaugh Ranch 122, LLC. [The differences between the approximately $2,069, 100 of
costs not yet been incurred referenced in Table 2 and the approximately $ relate to certain
engineering costs, landscape architect, and soils engineering costs not included in the amounts referenced in
Table 2.] In addition, Davidson Ranch 122, LLC will incur model and production home construction costs.
Plan of Finance. [UPDATE LENDERS AND AMOUNTS] Davidson Roripaugh Ranch 122, LLC
financed acquisition of the property through a loan from BankOne, NA, a national banking association with an
available facility of $15,138,966 and a loan in the amount of $5,500,000 from Lowe Enterprises Residential
Investors, LLC, a Delaware limited liability company. The loan arrangement with BankOne, NA is being
reviewed and converted to a land loan. The terms of which are under negotiation. As of [
I, 2006, Davidson RoripaughRanch 122, LLC estimates that $595,000 had been expended in connection with
the development of the project, excluding land acquisition costs.
There is no assurance that amounts necessary to finance the remaining site development and
construction costs within Planning Area 2 will be available from the lenders referenced above, Davidson
Builders, Inc., or any other source, when needed. Davidson Roripaugh Ranch 122, LLC and Davidson Builders,
Inc. are under no legal obligation of any kind to borrow or expend funds for the development of the property
within Planning Area 2. Any contribution of capital by Davidson Builders, Inc. or any other Davidson Builders,
Inc. entity, or any borrowings by Davidson Roripaugh Ranch 122, LLC whether to fund costs of development
within Planning Area 2 or to pay special taxes, is entirely voluntary.
Development Experience. Davidson Builders, Inc. and its subsidiaries and Affiliates, including
Davidson Roripaugh Ranch 122, LLC 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. Davidson Builders, Inc., and its subsidiaries and Affiliates
delivered approximately 130 homes and had approximately $100 million inrevenues for the Davidson Builders,
Inc.'s fiscal year ended [UPDATE to December 31,2005.
Absorption. According to Davidson Roripaugh Ranch 122, LLC, Davidson Roripaugh Ranch 122,
LLC's development has a projected absorption rate of 32 units per quarter, with home closings commencing
in the [fourth] quarter of 2006. The foregoing absorption estimates were provided by Davidson
Roripaugh Ranch 122, LLC and rely in part on Ashby USA, LLC's projected completion of infrastructure
56
improvements. The Market Absorption Study contains projected absorption of production homes that differ
from those of Ashby USA, LLC. The MarketAbsorption Study and the Appraisal were prepared utilizing an
estimated date of completion of September 2007 so as to take into account the possibility that the schedule
prepared byAshby USA, LLC is not achieved. See "PROPERTY OWNERSHIP AND DEVELOPMENT-
Market Absorption Study" and APPENDIX D - "Market Absorption Study."
History of Property Tax Payment; Loan Defaults; Bankruptcy. Davidson Roripaugh Ranch 122, LLC
has made the following representations:
. Under the definition of Affiliate in Ashby USA, LLC Continuing Disclosure Agreement,
Davidson Roripaugh Ranch 122, LLChas 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
Davidson Roripaugh Ranch 122, LLC 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. Davidson Roripaugh Ranch
122, LLC 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 Davidson Roripaugh Ranch 122, 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 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.
. Davidson Roripaugh Ranch 122, LLC and its Affiliates are solvent and neither Davidson
RoripaughRanch 122, LLC nor any of its current Affiliates has ever filed bankruptcy or been declared bankrupt,
or has any proceeding pending or to Davidson Roripaugh Ranch 122, LLC' 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 Davidson RoripaughRanch 122,
LLC or an Affiliate having been accomplished) against Davidson Roripaugh Ranch 122, LLC or any Affiliate
or, to Davidson Roripaugh Ranch 122, LLC' actual knowledge, threatened, which if successful, would
materially adversely affect the ability of Davidson Roripaugh Ranch 122, 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.
The Tanamera/Roripaugh Entities
The Tanamera/Roripaugh Entities operate under the name of Tanamera Residential Group. The
Tanamera/Roripaugh, Entities are owned by Tanamera Homes LLC, a California limited liability company
("Tanamera Homes, LLC"). Tanamera Homes, LLC is owned by Monaco Diversified Corp., a California
corporation and Housing Partuers, LLC, a Nevada limited liability company ("Housing Partuers''). Housing
Partners is owned by USA Investment Partners, LLC, a Nevada limited liability company ("USA Investment
Partners, LLC"), which is a member in Ashby USA, LLC. The principals ofTanamera Residential Group
include Tom Hantges and Joe Milanowski, who are also principals of USA Commercial Real Estate Group and
who are describe above, as well as Anthony and Sue Monaco who have specialized in building single-family
detached homes in Southern California since 1985.
57
Description of Projects. The developments which constitutes the Tanamera/Roripaugh Entities'
projects, together with the estimated lot sizes, unit sizes, and base sales price ranges is set forth below.
Minimum Estimated Unit
Planning Areal Lot Size Size Estimated Base
Project Name (square feet) (square feet) Sales Price Ran~e Total Units
3 - Madison 5,000 1,974 - 2,699 $459,990 - $519,990 99
4A - Shutters 5,000 2,007 - 3,246 $459,990 - $539,990 100
4B - Hamptons 5,000 2,346 - 2,951 $489,000 - $529,990 113
Status of Permits and Approvals. The lots for the 99 units in Planning Area 3 and the 100 units in
Planning Area 4A are encompassed within a final map recorded on April 28, 2004. The lots for the 113 units
in Planning Area 4B are encompassed within a final map which has been approved but which has not yet been
recorded.
Tanamera/Roripaugh, LLC acquired the lots in Planning Area 4A on June 30, 2005 from Griffin
Communities. The lots in Planning Area 4A are proposed for development of99 residential units on 13.9 net
acres. As of January IS, 2006, the lots are in a near-finished condition with some improvements such asa
sidewalks and street lights remaining and remaining fees to be paid
Tanamera/Roripaugh II, LLC acquired the lots in Planning Area 3 on November 2, 2005 from Shea
Homes Limited Partnership. The lots in Planning Area 3 are proposed for development of 99 residential units
on approximately 15.12 net acres. As of January 15,2006, the lots are in a near-finished condition with some
improvements such asa sidewalks and street lights remaimng and remaining fees to be paid.
Traditions at Roripaugh, LLC acquired the lots in Planning Area 4B from Roripaugh Ranch I, LP, a
California limited partuership for which Meeker Companies, Inc., a California corporation was to act as
merchant builder on January 6, 2006. the lots in Planning Area 4B are proposed for development of 113
residential units on approximately 17.59 net acres. As of January 15,2006, the lots were graded to a blue-top
condition, and some ofthe in-tract utilities had been installed.
The Tanamera/Roripaugh Entities are obligated to complete the following tasks as required by the
Planning Department: (I) re-approval of building plans which have expired; and (2) submission of construction
landscaping plans. Ashby USA, LLC is obligated to complete the following tasks as required by the Planning
Department: (I) deposit of landscape maintenance bonds; (2) completion of landscape plans for perimeter
slopes; and(3) submission of the final report from the archaeologist and paleontologist monitor. [Review which
items Tanamera/Roripaugh Entities and which items AShby USA, LLC is obligated to perform.] Pursuant to
a prior purchase agreement between Ashby USA, LLC and Shea Homes Limited Partnership, predecessor to
Tanamera/Roripaugh II, LLC, Ashby USA, LLC was obligated to deliver blue-top lots to with respect to
Planning Area 3. As described above, under" - Status of Permits and Approvals," Ashby USA, LLC will be
constructing all backbone public improvements and rough grading the lots. The Tanamera/Roripaugh Entities
will be responsible for final grading and for constructing in-tract street, water, sewer and dry utility
improvements for the detached single housing lots. Tanamera Residential Group will construct model and
production homes. By agreement among the merchant builders and based on development conditions, the
Tanamera/Roripaugh Entities will utilize 53 of the 107 building permits for which developmentthresholds have
been satisfied following issuance of the 2006 Bonds and anticipate allocating 27 of such permits to Planning
Area 3 and 26 of such permits to Planning Area 4A. Tanamera Residential Group estimates it will begin model
construction for the lots in [Planning Areas 3 and 4A] in the second quarter of 2006. Closings of home
sales are expected to commence in the fourth quarter of 2006.
As of January 15,2006, most of the in-tract water, streets, curbs and gutters in Planning Areas 3 and
4Ahad been installed by the applicable prior merchant builders. Because the Tanamera/Roripaugh Entities each
acquired the sites with in-tract improvements installed with respect to Planning Areas 3 and 4A, and in a graded
58
condition with respect to Planning Area 4B, each Tanamera/Roripaugh Entity is responsible for the respective
remaining work and! or fees to brmg the lots to a "finished" condition. Estimated remaining costs are set forth
in Table 2 in the section subcaptioned "- Ashby USA, LLC- Development Budget." The Tanamera/Roripaugh
Entities' estimated costs for in-tract improvement and fees to achieve finished lots aggregate $8,301,121
($2,070,000,2,090,000 and $4,141,121, respectively). In addition, each Tanamera/RoripaughEntitywill incur
model and production home construction costs.
Plan of Finance. [UPDATE] Each Tanamera/RoripaughEntityfinanced acquisition [and development]
through separate loans from Vineyard Bank, KeyBank and Downey Savings totaling in the aggregate
$38,212,000. The Vineyard Bank and KeyBank loans were for acquisition of the property in the amount of
$11,700,000 and $11,900,000, respectively. The Downey Savings loan is in the amount of $
[14,612,000]. [ARE THE FULL AMOUNT OF THE LOANS OUTSTANDING?] Each of those loans will be
paid down through construction loans that will be closed with the respective entities beginning in the second
quarter of 2006. Each Tanamera/Roripaugh Entity will finance payment of its loans through the proceeds of
home sales within their respective Planning Areas. As of January IS, 2006, the Tanamera/Roripaugh Entities
estimate that $ had been expended in connection with the construction development of the
project, including land acquisition costs.
There is no assurance that amounts necessary to finance the remaining site development and
construction costs within Planning Areas 3, 4A and 4B w ill be available from the T anamera/Roripaugh Entities
or any other source, when needed. The T anamera/Roripaugh Entities are under no legal obligation of any kind
to borrow or expend funds for the development of their respective property within the Planning Areas. Any
contribution of capital by any member entity, or any borrowings by a Tanamera/Roripaugh Entity, whether to
fund costs of development within the applicable Planning Area or to pay special taxes, is entirely voluntary.
Development Experience. Recent projects developed by Tanamera Residential Group include the
following:
No. Type of Role of
Project City/ of Develop- Project Price Square Time Period
Name Location Lots ment Manager Range Feet of Development
August Moon Victorville 128 SFR Builder $208,000 - 347,000 1,354 - 2,286 10/04 - 1/06
Ravenswood Apple Valley 173 SFR Developer/ $450,000 - 350,000 3,400 - 5,000 9/04 - Present
Builder
Willowbrook Perris 181 SFR Builder $236,000 - 375,000 2,200 - 3,400 6/03 - 12/05
Savannah Victorville 166 SFR Developer/ $366,000 - 470,000 2,194 - 3,490 1/04 - Present
Builder
Bella Rosa Hesperia 104 SFR Developer/ $450,000 - 650,000 3,400 - 5,000 6/04 - Present
Builder
Santa Fe Perris 150 SFR Builder $179,000 - 329,000 1,300 - 1,850 6/02 - 1/04
Crossing
Winchetster Victorville 132 SFR Developer/ $129,000 - 189,000 1,800 - 2,220 2/01 - 12/02
Builder
Shenandoah Victorville 242 SFR Developer/ $159,000 - 359,000 1,800 - 2,600 1/02 - 12/03
Builder
Magdalena Victorville 179 SFR Developer/ $199,000 - 379,000 2,400 - 3,400 6/02 - 12/03
Builder
Tanamera Homes, LLC built approximately 326 homes in calendar year 2004 and approximately _
[235] homes in calendar year 2005.
Absorption. According to the Tanamera/Roripaugh Entities, each Roripaugh project has a projected
absorption rate of approximately _ [~ units per quarter, commencing in the [fourth] quarter of
2006 with respect to Planning Area 4B, and in the _ [first] quarter of2007 with respect to Planning Areas
3 and 4A, and with final sales estimated to occur in the [fourth] quarter of 2007. The foregoing
59
absorption estimates were provided by Tanamera/Roripaugh Entities and rely in part on Ashby USA, LLC's
projected completion of iiifrastructure improvements. The Market Absorption Study contains projected
absorption of production homes that differ from those of Ashby USA, LLC. TheM arket A bsorption Study and
the Appraisal were prepared utilizing an estimated date of completion of September 2007 so as to take into
account the possibility that the schedule prepared by Ashby USA, LLC is not achieved. See "PROPERTY
OWNERSHIP AND DEVELOPMENT - Market Absorption Study" and APPENDIX D - "Market Absorption
Study. "
History of Property Tax Payment; Loan Defaults; Bankruptcy. the Tanamera/Roripaugh Entities have
made the following representations:
. Under the definition of Affiliate in the Tanamera Homes Entities Continuing Disclosure
Agreement, the Tanamera/Roripaugh Entities have 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.
!tis likely that some of such Affiliates have been delinquent at one time or another in the payment of ad valorem
property taxes, special assessments or special taxes. The Tanamera Homes Entities do not have actual
knowledge that any of them 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 the Tanamera/Roripaugh Entities nor any of their Affiliates are 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 their ability to develop their developments in
the District as described in the Official Statement or to pay the Special Taxes for whICh each is responsible.
Except as described in the Official Statement, no Affiliate has any loans, lines of credit, or other obligations
related to the development in the District.
. The Tanamera/Roripaugh Entities and their Affiliates are solvent and neither the
Tanamera/Roripaugh Entities nor any of their current Affiliates has ever filed bankruptcy or been declared
bankrupt, or has any proceeding pending or to the Tanamera/Roripaugh Entities' 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 the Tanamera/Roripaugh Entities
or an Affiliate having been accomplished) against the Tanamera/Roripaugh Entities or any Affiliate or, to the
Tanamera/Roripaugh Entities' actual knowledge, threatened, which if successful, would materially adversely
affect the ability of the Tanamera/Roripaugh Entities to complete the acquisition and development of their
respective property expected to be owned Within the District to pay Speciallaxes, assessments or ad valorem
tax obligations when due on its property within the District.
KB Home Coastal Inc.
KB Home Coastal Inc. ("KB Home Coastal Inc. ''), a California corporation, entered into an agreement
dated August I, 2003, with Ashby USA, LLC for Phase II, the acquisition of lots for development of
approximately 112 residential units on approximately 10.6 net acres in Planning Area 12. Closing of the sale
of all 112 units is conditioned upon Ashby USA, LLC's satisfaction ofthe conditions specified in the agreement,
including satisfaction of conditions necessary for issuance of building permits and satisfaction of conditions
relating to issuance of certificates of occupancy which is expected to occur in January, 2007. On July I 1,2005,
KB Home Coastal Inc. entered into additional agreements that provide for the acquisition of the balance of the
1,230 residential lots inPhase II. The purchases are anticipated to commence once Ashby USA, LLC completes
infrastructure required to enable issuance of building permits, satisfaction of conditions relating to issuance of
certificates of occupancy and upon completion of KB Home Coastal Inc.'s work as defined in the Option
Agreement so as to enable issuance of building permits, construction of dwellings, obtaining of Certificates of
Occupancy for the approximately I, I 18 homes. The acquisition price depends on the number of residential units
which may be constructed on the property.
60
KB Home Coastal Inc. is a wholly-owned subsidiary ofKB Home, a Delaware Corporation ("KBH").
KBH has domestic operations divisions in California, Arizona, Nevada, New Mexico, Florida, Colorado,
Georgia, North Carolina, South Carolina, Illinois, and Texas. Countrywide KB Home Loans, a joint venture
between Countrywide Financial Corporation and KBH also operates a full-service mortgage company for the
convenience ofKBH buyers. Founded in 1957, KBH is a Fortune 500 company listed on the NYSE under the
ticker symbol "KBH." KBH is subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other
information with the SEC. Such reports, proxy statements and other information, including its Annual Report
on Form IO-K and its most recent quarterly Report on Form IO-Q, may be inspected and copied at the public
reference facilities maintained by the SECat prescribed rates at450 Fifth Street, N. W., Washington, D.C. 20549
and at the SEC's regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 6066 I. In addition, the aforementioned material may also be inspected at the offices of the
NYSE at 20 Broad Street, New York, New York 10005. All documents subsequently filed by KBH pursuant
to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection
in the same manner as described above.
Copies ofKBH's Annual Report and related financial statements, prepared in accordance with generally
accepted accounting standards, are available from KBH's website at kbhomes.com. This Internet address is
included for reference only and the information on the 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 the Internet site.
Description of the Project. The development which constitutes KB Home Coastal Inc.'s project is
preliminary, and subject to various approvals, including approvals which will affect the product type and mix
among the units.
Status of Permits and Approvals. Ashby USA, LLC and KB Home Coastal Inc., are obligated to
complete the following tasks as required by the Planning Department: (I) re-approval of building plans which
have expired; (2) submission of construction landscaping plans; (3) deposit of landscape maintenance bonds;
(4) completion of landscape plans for perimeter slopes; and (5) submission of the final report from the
archaeologist and paleontologist monitor. Under the agreements with Ashby USA, LLC, Ashby USA, LLC is
responsible for satisfying a number of conditions prior to acquisition of the property by KB Home Coastal Inc.
Ashby USA, LLC is constructing regional infrastructure improvements, including roads, sewer, and drainage.
See Appendix K below for a description of some of the thresholds for installation of improvements under the
Development Agreement and Conditions of Approval which must be completed before building permits can be
issued in Phase II. KB Home Coastal Inc. will be responsible for processing various project specific with the
City. KB Home Coastal Inc. will construct in-tract improvements after obtaining necessary City approvals.
Sale of Phase]] to KB Home Coastal Inc.; Take Down Options. In connection with the purchase of
approximately I 12 lots in Planning Area 12, KB Home Coastal deposited approximately $3 million into escrow.
The $3 million may be returned to KB Home Coastal Inc if certain conditions specified in the purchase
agreement are not satisfied. Subsequent thereto, Ashby USA, LLC and KB Home Coastal Inc. entered into the
Option Agreement with respect to approximately I, U8 lots in Phase II. For a description of the Option
Agreement, see PROPERTY OWNERSHIP AND DEVELOPMENT - Ashby USA, LLC - Sale of Phase II to
KB Home Coastal Inc.; Take Down Options" above.
Plan of Finance. [UPDATE] If the lots are purchased, KB Home Coastal Inc. will finance the
acquisition of its lots through its internal resources and expects to finance construction of in-tract improvements
and housing units through internal resources and home sales. As of [ 1,2006, the estimated
total remaining costs to get from the blue top condition in Planning Area 12 required under the agreement to
fully finished lots are estimated to be approximately $ [15,503,156], including costs of the in-tract
streets and utilities, completion of slope and other common area landscaping, completion of pertinent fencing
and retaining walls, and payment of fees up to but not including building permit fees. As of [
I, 2006, the estimated total remaining costs to get from the condition of the balance of the residential
property in Phase II required under the agreement to fully finished lots are estimated to be approximately
61
r$ ], including costs of the in-tract streets and utilities, completion of slope and other common area
landscapmg, completion of pertinent fencing and retaining walls, and payment of fees up to but not including
building permit fees. This cost does not include facilities which are to be financed with proceeds of the 2006
Bonds. Such improvements, the cost of building permits and the costs of home construction (including funds
needed to pay the Special Taxes when due) have been and are expected to continue to be carried out by internal
resources and home sales.
There is no assurance that amounts necessary to finance the remaining site development and
construction costs within Phase]] will be available from KB Home Coastal Inc., or any other source, when
needed. KB Home Coastal Inc., and KBH are under no legal obligation of any kind to acquire the property
within Phase]] or to borrow or expend funds for the development of the property within Phase 11. Any
contribution of capital by KB Home Coastal Inc. or any other KBH entity, or any borrowings by KB Home
CoastalInc., whether to fund costs of development within Phase]] or to pay special taxes, is entirely voluntary.
Development Experience. [UPDATE TO 2005 if possible: In fiscal year ending November 30, 2004,
KBH delivered homes to approximately 37,140 families in the United States and France.
[Absorption. [UPDATE] KB Home Coastal Inc.'s development plans are preliminary and KB Home
CoastalInc. has not yet established a projected absorption rate for the project. Depending on satisfaction of the
conditions to acquisition under the agreements with Ashby USA, LLC and KB Home Coastal Inc. processing
of necessary approvals with the City, closings of home sales may commence the end of2007 to early 2008 and
conclude the [fourth quarter of 2010. The foregoing absorption estimates were rrovided by the KB
Home Coastal Inc. 1 he foregomg absorption estimates were provided by KB Home Coasta Inc. and rely in part
on Ashby USA, LLC's projected completion of infrastructure improvements. The Market Absorption Study
contains projected absorption of production homes that differ from those of Ashby USA, LLC. The Market
Absorption Study and theAppraisal were prepared utilizing an estimated date of completion of September 2007
so as to take into account the possibility that the schedule prepared by Ashby USA, LLC is not achieved. See
"PROPERTY OWNERSHIP AND DEVELOPMENT - Market Absorption Study" and APPENDIX D -
"Market Absorption Study."
History of Property Tax Payment; Loan Defaults; Bankruptcy. KB Home Coastal Inc. to the actual
knowledge of KB Home Coastal Inc.' s current management has made the following representations:
. Under the definition of Affiliate in the KB Home Coastal Inc. Continuing Disclosure
Agreement, KB Home Coastal 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
some of such Affiliates have been delinquent at one time or another in the payment of ad valorem property
taxes, special assessments or special taxes. KB Home Coastal Inc. does not have actual knowledge that any of
them or any such Affiliate is currently delinquent in any material amount in the payment of ad valorem property
taxes, special assessments or special taxes.
. Except as described below, neither KB Home Coastal Inc. nor, to KB Home Coastal Inc.'s
actual knowledge, any of its current Affiliates in California (as defined in the Ashby USA, LLC Continuing
Disclosure Agreement) has ever been delinquent in the payment of any ad valorem property taxes, specia1
assessments or special taxes in any material amount within the past 5 years,
. Neither KB Home Coastal Inc. nor any of its Affiliates is currently in material 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,
. KB Home Coastal Inc. and its Affiliates are solvent and neither KB Home Coastal Inc. nor any
of its current Affiliates has ever filed bankruptcy or been declared bankrupt, or has any proceeding pending or
to KB Home Coastal Inc.'s actual knowledge threatened in whichKB Home Coastal Inc. or its Affiliates may
be adjudicated as bankrupt, or discharged from any or all of its debts or obligations, and
62
. No action, suit, proceedings, inquiry or investigations atlaw or in equity, before or by any court,
regulatory agency, public board or body, IS pending (with service of process to KB fIome Coastal Inc. or an
Affiliate having been accomplished) against KB Home Coastal Inc. or any Affiliate or, to KB Home Coastal
Inc.'s actual knowledge, threatened, which if successful, would materially adversely affect the ability ofKB
Home Coastal Inc. to complete the development and sale of the property currently owned within the District or
to pay special taxes or ad valorem tax obligations when due on its property within the District.
K B Home Greater Los Angeles Inc, a California corporation, one of KB Home Corporations's
divisions, and its affiliate, KB Home Holdings, Inc. owned approximately 500 acres of undeveloped land in the
Rosamond area of southern Kern County, California. The property is within two assessment districts formed
by the Rosamond Community Services District, AD 1990-2 and AD 1991-3, both of which issued assessment
bonds. In approximately 1995, KB Home Greater Los Angles, Inc. and KB Home Holdings, Inc. determined
that based upon changed market conditions, the value of the property did not support the tax burden on the
property and KB Home Greater Los Angeles Inc. and KB Home Holdings, Inc. discontinued paying the ad
valorem property taxes and the special assessments on the property. The Rosamond Community Services
District obtamed a foreclosure judgment against the property and a sheriff's sale was held on July 30,2002.
There were no bidders at the sheriff's sale. Kern County held a tax sale on March 3, 2003. Four parcels,
totaling approximately 480 acres, were sold at the tax sale to two buyers. The affiliate has been informed,
however, that for reasons unknown to the affiliate, the tax sales were rescinded. As of 1,2006],
the affiliate continued to own approximately 28 acres which are in tax default status. In 1996, KB Home
implemented a new business model to transition from a more speculative business into a more disciplined
organization to reduce the exposure to the risk inherent in building large numbers of homes that sit unoccupied
until a buyer turns up to a business model of building homes after it has lined up a buyer with mortgage
approval. There are exceptions to this business model. The foregoing information is made to the actual
knowledge ofKB Home Coastal Inc.'s management. [UPDATE]
Estimated Special Tax Allocation by Property Ownership
Based on the Appraisal, as of January IS, 2006, the taxable property consists of undeveloped land in
five separate ownerships - Ashby USA, LLC for a portion of Planning Area 1 and for all of Phase II, Davidson
Roripaugh Ranch 122, LLC, Tanamera/Roripaugh II, LLC, Tanamera/Roripaugh, LLC and Traditions at
Roripaugh, LLC. Rough grading is currently underway in the entire District and some in-tract improvements
have been completed in Phase 1. Based on current and expected ownership, Ashby USA, LLC, the five
Merchant Builders in Phase I and KB Home Coastal Inc., would be responsible for their respective portions of
the estimated Fiscal Year 2006-07 Special Tax levy.
During the term of the Option Agreement prior to the acceptance by KB Home CoastalInc., theproperty
taxes for Phase II are the responsibility of Ashby USA LLC. Under the Option Agreement, upon KB Home
Coastal Inc. acceptance of the Blue Top Condition, the property taxes and assessments would become the
responsibilityofKB Home Coastal Inc., i.e., KB Home Coastal Inc. will pay the property taxes and assessments
on the lots it has not yet taken down once ithas accepted the Blue Top Condition. Until acquisition of lots by
KB Home Coastal Inc., Ashby USA, LLC would be liable for property taxes and assessments if KB Home
Coastal Inc. defaulted in its obligation under the Option Agreement to pay such property taxes and assessments.
63
Property Owner
Table 4
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
Owners of Taxable Property as of January 15, 2006
and Estimated Allocation of Special Tax Liability
Fiscal Year 2006-07
Merchant Builder(1)
Planning
Area(2)
Number
or
Units
Gross
Acreage))
Est. Allocation of
FY 2006-07
Undeveloped
Special Tax (3),(4)*
Percent of
Allocation(5)*
Phase I - Residential
Ashby USA, LLC
Davidson Roripaugh Ranch 122, LLC
TanameraiRoripaugh II, LLC
TanameraiRoripaugh, LLC
Traditions at Roripaugh, LLC
Subtotal- Phase I Residential
Phase II - Residential and Commercial
Ashby USA, LLC
Ashby USA, LLC
Ashby USA, LLC
Ashby USA, LLC
Ashby USA, LLC
Ashby USA, LLC
Ashby USA, LLC
Subtotal- Phase II Residential and
Commercial
Total Phase I and Phase II
(1)
Continental Residential, Inc.
Davidson Builders, Inc.
Tanamera Residential Group
Tanamera Residential Group
Tanamera Residential Group
KB Home Coastal Inc.
Commercial land - to be determined
KB Home Coastal Inc.
KB Home Coastal Inc.
KB Home Coastal Inc.
KB Home Coastal Inc.
KB Home Coastal Inc.
lA
2
3
4A
4B
10
11
12
14
15
33A
16-26, 30, 31, Loop Road
104
99
99
100
ill.
515
19.11
14.67
13.9
15.12
22.3
85.1
$205,704 5.75%
157.911 4.41%
149.623 4.18%
162,755 4.55%
240042 ....2..1.l%
$916.034 25.61%
$27.807 0.78%
76.335 2.13%
172.335 4.82%
146.286 4.09%
151.668 4.24%
35.341 0.99%
2051330 57.34%
$2.661.102 74.39%
$3557 136 100.00%
Continental Residential, Inc. is not currently a landowner within the District, and there can be no assurance that it will close escrow on its lots within the District at the time indicated or at all. KB Home Coastal Inc.
is not currently a landowner within the District, and there can be no assurance that it will close escrow on its lots within the District at the times indicated or at all. KB Home Coastal Inc. will not become an owner lll1til
building pennits and certificates of occupancy can be issued in Phase II, acceptance by KB Home Coastal Inc. of Ashby USA, LLC's work and election of either the Overall Option Alternative or the First Option
Alternative. Until such time, KB Home Coastal Inc. is not responsible for any property taxes or assessments.
*Preliminary, subject to change.
64
14 8.12
15.19
112 16.01
92 13.59
104 14.09
14 10.32
894 295.03
1.230 372.35
1745 457.45
(2)
Gross acres differ slightly from gross acres on theRoripaugh RanchLand Use Plan prepared by Gross acreageperCounty of Riverside Assessor's
Maps. Net acreage Shown for Planning Areas 2, 3, and 4A as final subdivision maps are recorded.
The achJal Special Tax Allocation for Fiscal Year 2006-07 will be calculated pursuantto the Rate and Method based on the parcel configuration at such time
as needed to levy the Special Tax Requirement
Debt Service Schedule plus administrative fees.
Total may not add due to roooding.
(3)
(')
(5)
Sowce: David Taussig &Associates, Inc.
65
Assurningno parcels are categorized as Developed Property in Fiscal Year 2006-07, the ~'rojected Fiscal
Year 2006-07 Maximum Special Tax allocation for Undeveloped Property is $ UPDATE] and
the assigned Special Tax allocation for Undeveloped Property is approximately $ 3,683,407.03].
These amounts are estimates based on the estimated debt service plus estimated admmlstratlve fees.
Direct and Overlapping Debt
Table 5 below sets forth the existing authorized indebtedness payable from taxes and assessments that
may be levied within the District prepared by Canty Engineering Group, Inc. and based on what was levied for
Fiscal Year 2005-06 (the "Debt Report''). The De6t 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 assessed values 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. The District
may issue up to $3,290,000' of Additional Bonds. 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
Community Facilities and Assessment 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 mdebtedness could be authorized by the District, the City or other
public agencies at any time.
The Districthas not undertaken to commission annual appraisals of the market value of property in the
District for purposes of its Annual Reports pursuant 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.
* Preliminary, subject to change.
66
Table 5
Temecula Public Financing Authority
CFD 03-02 (Roripaugh Ranch)
Secured Property Tax Roll and Direct and Overlapping Debt
ASSESSED VALUE
Fiscal Year 2005-06 Secured Roll Assessed Valuation $36.529.505
SECURED PROPERTY TAX ROLL
Description of Tax Bill Parcels
Total Parcels Levied in
~ Levied Total Levy CFD % Applicable Levy Amount
General Purpose 1% 809881 $1.708.046.335 308 0.021% $365.295
Temecula Valley Unified School District GO 39,783 $4.321.348 308 0.279% $12.043
Metropolitan Water Debt Service GO 430.515 $5.247.282 308 0.036% $1.899
RCWD R Div Debt Service GO 33.466 $10.357.895 1 0.007% $743
AD 161 Series A AD 3.609 $290.628 301 3.123% $9.076
AD 161 Series B AD 3,498 $1.376,737 301 5.108% $70.329
AD 161 Series C AD 3.379 $319,780 301 1.799% $5,754
NPDES - Santa Margarita SPL 59.242 $401.183 36 0.027% $109
Temecula ParksiLighting Svs. CSD 28.098 $3.014.973 308 2.159% $65.097
MWD Standby W1R 209.944 $2,733.248 308 0.181% $4.940
EMVVD Standby-Combined Charge W1R 212481 $4.505.616 308 0.341% $15.364
Fiscal Year 2005-06 Total Properly Tax Liability $550.647
TOTAL PROPERTY TAX AS A PERCENTAGE OF FISCAL YEAR 2005-06 ASSESSED VALUATION 1.51%
LAND SECURED BOND INDEBTEDNESS
Outstanding Direct and Overlapping Bonded Debt Parcels
Levied in Amount of
~ Issued Outstandine: CFD % Applicable Debt
AD 161 Series A(J.) AD $3.971.000 $1.808.691 301 3.123% $56,481
AD 161 Series B(2) AD $19.596.000 $8.668.065 301 5.108% $442,796
AD 161 Series 02) AD $4.638.000 $2.532,737 301 1.799% $45.569
Total Land Secured Bonded Deb~l) $)44,S4/
Unissued Direct and Overlapping Bonded Debt Parcels
Levied in Amount of
~ Issued Outstanding CFD % Applicable Debt
AD 161(2) AD $3.380.213 $1.197.929 301 10.886% $130.411
Total Unissued Land Secured Bonded Deb~l) $130.411
TOTAL OUTSTANDING AND UNISSUED LAND SECURED BONDED INDEBTEDNESS $675.258
GENERAL OBLlGA nON BOND INDEBTEDNESS
Outstanding Direct and Overlapping Bonded Debt Parcels
Levied in Amount of
~ Issued Outstanding CFD % Applicable Debt
Temecula Valley Unified School District GO $65.000.000 $46,485.000 308 0.279% $129.543
RCWD R Div Debt Service GO $130.932.007 $111.476.729 1 0.007% $7.993
Metropolitan Water Debt Service GO $850.000.000 $419.390.000 308 0.002% $9.329
Total General Obligation Bonded Debt(l) $146.865
Authorized Direct and Overlapping Bonded Debt Parcels
Levied in Amount of
~ Authorized Unissued CFD % Applicable Debt
Temecula Valley Unified School District GO $65.000.000 $0 308 0.279% $0
RCWD R Div Debt Service GO $130.932.007 $0 1 0.007% $0
Metropolitan Water Debt Service GO $850.000.000 $0 308 0.002% ~o
Total General Obligation Bonded Debt(l) $0
TOTAL OUTSTANDING AND UNISSUED LAND SECURED BONDED INDEBTEDNESS $675.258
67
OTAL OF ALL OUTSTANDING, DIRECT AND OVERLAPPING DEBT
OTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING DEBT
(1) Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied for the referenced fiscal year.
(2) Will be eliminated as part of the bond issuance.
Source: Canty Engineering Group, Inc.
68
691.71
$82212
Estimated Value-to-Lien Ratios
The values, direct and overlapping debt and total tax burden on individual parcels varies among parcels
within the District. The value of indlvidual'parcels is significant because in the event of a delinquency in the
Rayment of Special Taxes, the District may toreclose onlY against delinquent parcels. As of January IS, 2006,
thejJarcels in the District have an appraiseil value-to-lien ratIO of approxunately [3.26]: 1',7.081: I' with respect
to Phase I and [1.95:1]' with respect to Phase II calculated with resp,ect to the 2006 Bonds and
excluding the overlappzng assessment debf relatin~ to the Prior Lien, and excluainggeneral obligatio'1 bond
debt baeu on allocation 6fSpecial taxes levied as-UndeveloTJed Pro[Jerty. Ashby OSA, LLC has provided a
letter of creditto the Trustee which may be drawn in the event ;;~cial Taxes due wlthrespectto property owned
by Ashby USA, LLC are not paid. See "SECURITY FOR THE BONDS - Letter of Credit."
Table 6 below sets forth the value-to-lien analysis for the District as of the January IS 2006 appraisal
date of value and on an allocation of value presented in the Appraisal to the allocation of the Bonds 15ased on
the Undeveloped Special Taxes ap]Jlicable to the parcels in the District. Table 7 on the following page sets forth
the value-to-lien analysis for the District at build out based on assumed Developed Property Special Taxes
assuming the units in Phase II are developed as 1,230 residential units.
*Preliminary, subject to change.
69
Table 6
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Rori.vaugh Ranch)
Estimated Value-to~Lien Analysis (Assuminj( Current status of Development)
(As of January 15,2006 Date of Value)
Property Owner
Potential Merchant
Builder))
Number
or Units
Planning
Area
Phase I - Residential
Ashby USA, LLC
Davidson Roripaugh Ranch 122, LLC
TanameraiRoripaugh II., LLC
TanameraiRoripaugh, LLC
lraditions at Roripaugh, LLC
Subtotal - Phase I Residential
Continental Residential, Inc.
Davidson Builders, Inc.
Tanamera Residential Group
Tanamera Residential Group
Tanamera Residential Group
IA
2
3
4A
4B
104
99
99
100
ill
515
Phase II - Residential and Commercial
Ashby USA, LLC(7)(8)
Residential - KB Home Coastal Inc.
Commercial - To be determined
10-12,14,26,30,
31, L~?fARoad,
1230
Total Phase I and Phase II
1745
Acrt:age(2
19.11
13.42
13.79
15.27
1.D.Q.
83.89
m.1l
457.45
Total
Appraised
Value(3)
[UPDATE
bISCDSS]
Overlapping
Land Secured
DebeS)
Total Lien(6j'
[UPDATE
bISCDSS]
rUPDA 1E
DISCUSS]
Value-to-
Lien
Ratio(6)*
Series
2006 Bonds(4)*
$17,670,000 $2,988,422 $2,459 $2,986,882 5.92
19,510,000 2,095,702 36,699 2,132,401 8.15
18,720,000 2,153,858 2,699 2,158,557 8.68
19,310,000 2,385,275 33,994 2,419,269 7.98
19020000 3482607 ~ 3515375 i:.1!.
$94,230,000 $13,101,863 $108,621 $13,210,484 7.13
$75,380,000 $38608137 $51999 $38660136 1.95
$169,610,000 $51,710,000 $160,619 $52,130,619 3.27
(1) Continental Residential, Inc. and KB Horne Coastal Inc. are not currently landowners within the District.; and there can be no assurance that either of them will close escrow on their lots within
(2) the District at the times indicated or at all. Classification of DropertY into these Rlanning areas Rrovidea by Ashby USA, LLC.
(3) ~rov~ed bv AsnnY21JSA~LLC and does not refiect the parcel configmation as of January 15, 2U06.
.n..S 0 January rs. ~D06~ uaseCl on tfie ApprmsaI.
(4) TheaC1 SpeciatTax AllocatioIlfor th".unlial year of the lewofthe SgeciaJ Tax. Fiscal Year [2006-071 will ne calculated PillSUanttO tne Rate and Method based on tne parcel configm:ation
afSUCh me as neededlo 1e~-the 'peciiil 1 aXReqmrement, wlUch mayn t relIectwlial1S shown. 1ncIudes 20Go Horids to be ISsued by the District; debt Iiitsoeen allocatedoased on unifeveloped
() tax rates, ",mal allocatiDn debt will ViJJY dependiI12.on size ofuuit and categorization as Developed Propertv or Unde""loped Piouertv .. ..
5 SeeTab1e) Dued and Over aB~ll)gOebt Keponprovroed oycanty hngmeenng Group, lnc. Exclum::sCollllry Msessmentu1S1l1ct No.~ 161' debt which WIll be prepmd WIth proceeds of the 2006
(6) ~ro61~~~~5iiHR~1so<ifgIfr6~ds aA~~lWJ} ~~~~?r~~gti~a~y AshbyUSA, LLC, will pay off the COllllty Assessment District No. 161s' liens. Average value-to-lienperlot; actual value-to-lien
(7) ~ax.~~paYl~b tv is 1 cated.n Pha e IT. . . .
(8) T:figj\pprmsJ! u'liWzes a lliscollllted cas~ trow analYSIS of Phase II and does not allocate value among the vanous R.laruung areas.
~) The Merchant Builders have not independently verified the information in the appraised value or the allocation oT 2006 Bonds and overlapping land secured debt to their respective projects.
Preliminary, subject to change.
Sources: Development Plans from Ashby USA, LLC; Canty Engineering Group, Inc.; Appraisal.
!Jifa~fe65Td 7 are initial drafts. David Taussig & Associates office and Canty Engineering Group, Inc. will coordinate reconciliation of Overlapping Debt column to Overlapping Debt shown
70
Table 7
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaue.h Ranch)
Estimated Value-to-Lien Analy!,is at Build-uut
(Utilizing Appraisal Values)
bUPDA TE bUPDA TE
Total ISCUSS] \,UPDATE ISCUSS]
Potential Merchant Planning Number Appraised SeIies Overlapping ISCUSS] Value-to-
Property Owner Builderl) Ana of Units Acreage(2) Value(3) 2006 Bonds(4)* Land Secured Lien
DebeS)* Total Lied6J* Ratio(6)*
Phase I - Residential
Ashby USA, LLC Continental Residential, Inc. 0.041666667 104 19.11 $17,670,000 $2,869,514 $2,459 $2,882,807 6.13
Elgdson Roripaugh Ranch 122, Davidson Builders, Inc. Z 99 14.67 19,510,000 3,244,369 36,699 3,293,317 5.99
TanameraiRoripaugh II, LLC Tanamera Residential Group 3 99 13.9 18,720,000 3,055,059 2,699 2,573,894 7.28
TanameraiRoripaugh, LLC Tanamera Residential Group 0.1666666667 100 15.12 19,310,000 2,501,213 33,994 3,147,043 6.20
lraditions at Roripaugh, LLC Tanamera Residential Group 4B ill. l1l. 19020000 3210706 32768 3213 371 :2..2l
Subtotal - Phase I Residential 515 85.3 $94,230,000 $14,880,861 $108,621 $15,110,432 6.28
Phase II - Residential and
Commercial
Ashby USA, LLC(7)(8) Residential - KB Home Coastal 10-26,30,31, 1230 lli:.li $75380000 $36829139 $51999 $37020187 b.Qi
Inc. LO,l}{Jad,
Commercial - To be detennined
Total Phase I and Phase II 1,745 457.45 $169,610,000 $51,710,000 $160,619 $52,130,619 3.26
(1) Cantinental Residential, Inc. and KB Harne Caastal Inc. are nat currentlylandawners within the District, and there can be no. assurance that either afthem will clase escrow an their
(2) lats within the District at the times indicated or at all. Classificatian af property into. these planning areas provided by Ashby USA, LLC.
(3) Provided by Ashby USA LLC and does not refi ect the parcel configmalion as of[January 5,2005.
As afJanucgy 13, 2006, based an the Appralsal.
(4) The.actual. Speciitl Tax AllocatiQll for the ioitial vellL ofthe levY of the Spe,iitl Tax Fis~itl Year 2006-07 will he calculated pursuant to the Rate and Metho.dbased on the parcel
Co~uf<ltian at sucIi lime as needecfta le:yythe S-peClal Tax-RequIrement, wtucnmaynbtretlect wnatls snawn. mdudesL006 Bonds to. be Issueo bY-the ulstncf;- debt has-been allocated
(5) has on undeveloped tax rates, achlal allQcation of debt will \'arV depending .on SlZe of unit and categQfization as Developsd Propertv or pncleveloped Pwpertv. . .
See able) Dnect ana uvenappmg-UebT Keportpravlded by canty engmeenng Group Inc. txcludeS' calUlty Assessment IStrlct Nd. I (5 deot wrucn WIll ~be prepald WIth proceeds
afthe 2006 Bands and excludes General ObligatIOn Band Indebtedness.
~~ Praceeds from the 2006 Bandsrl will nay ofIthe CalUlty Assessment [District No.. 161 s'] liens. Average value-ta-lien per lat; actual value-ta-lien may vary by lat.
(8) Cammerclal groperty IS lacateu m Pfia:se 11 J.
The ADPrais:ilulil\'z.es a discounted cash fiow anitlvsis of Phase 11 and does not itIlocate vitlue among the various ulmng areas.. ..
(9) Tile. Metchant Bruders nave nat mdepenaently vehhed tlie mtormatIOn m the appralsed value or ttte arracatIOn a-r2UU6 Bands and averlappmg land secured debt to. then respectIve
projects.
Preliminary, subject to change.
[DISCUSS FOOTNOTES DESCRIBING DEVELOPMENT ASSUMPTIONS FOR PHASE II.]
Sources: Development Plans from Ashby USA, ILC; Canty Engineering Group, Inc.; Appraisal
71
Overlapping Assessment and Community Facilities Districts
Prior Lien; County of Riverside Assessment District No. 161. A portion of the property within the
District is subject to the County Assessment District No. 16 I lien [and the County of Riverside Assessment
District No. 159 Supplemental lien]. A portion of the proceeds of the 2006 Bonds (approximately
$ [539,417 [excludes $53,040 urifunded lien]), together with moneys provided by Ashby USA,
LLC, will be used to prepay the outstanding lien of County Assessment District No. 16 I (i.e., the Prior Lien).
The County has agreed to release the Prior Lien when the 2006 Bonds are issued and the prepayment of the
outstanding lien is paid.
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 govemmental agencies, including, but not limited to, the
County, the City or any other govemmental 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 govemmental 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 levied 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
2006 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 property with delinquent Special Taxes would be sufticient
to pay the delinquent Special Taxes. See "BONDOWNERS' RISKS."
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
delinquency in the payment of Special Taxes, the District may foreclose only against delinquent parcels. As
of r I, 2006, based on the Fiscal Year 2005-06 assess ed value of approximately $
[36,)2Y,)U) J the parcels in the District have an assessed value-to-lienratio ofless than I: I taking mto account
outstanding direct and overlapping bonded debt. See Table 5 above.
Transportation Uniform Mitigation Fee; Multiple Species Habitat Conservation Plan
Transportation Uniform Mitigation Fee. The County and the 14 cities in western Riverside County,
including the City, adopted a new transportation fee for development, which when enacted added
approximately $7,248 to every new single-family house and approximately $5,021 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 ihenew 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 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 6 I days thereafter. The fee was implemented by the other
cIties in the County between February I, 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
72
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 Transportation Uniform Mitigation Fee
is subject to increase based on an inflation index and also after the first two years and every five years
thereafter may be increased uponreview of facilities encompassed within the transportation fee. The two year
increase is expected to occur in the second quarter of 2006 and establish a rate of approximately $9,330 for
every new single-family house and approximately $6,500 for each apartment or condominium unit. On
February 28, 2006 the City, Ashby USA, LLC and the Merchant Builders entered into an agreement entitled
"Roripaugh Ranch Project Transportation Uniform Mitigation Fee Program Improvement Credit Agreement."
This Agreement provides: (I) the means by which the payment of the costs of construction of Transportation
Uniform Mitigation Fee improvements through the 2006 Bonds is offset against Ashby USA, LLC's and the
Merchant Builders ' obligatIOn to pay the applicable Transportation Uniform Mitigation Fee and (2) a means,
subject to the separate approval of the Western Riverside County Council of Governments, for deposits to be
made to the Special Tax Fund established under the Fiscal Agent Agreement to the extent the actual and
authorized payment costs for construction of Transportation Uniform Mitigation Fee improvements exceeds
Ashby USA, LLC's and the Merchant Builders' Transportation Uniform Mitigation Fee obligation.
Multiple Species Habitat Conservation Plan. The project site is within the boundary of the
Assessment District 161 Sub-Regional Habitat Conservation Plan approved by the Fish and Wildlife Service.
Mitigation is provided through the transfer of approximately 20 I acres to the City and recording of a
conservation easement overlying the open space recorded for the Center for Natural Lands Management.
Because of the participation in the Assessment District 161 Sub-Regional Habitat Conservation Plan, the
property within the District is not subject to the fee adopted by the City relating to the costs of a Multiple
Species Habitat Conservation Plan. The Fish and Wildlife Service now retains the authority to revoke ormoaITv
these permits despite the Fish and Wildlife Service "no surprises rule" which substantial1y restricted the Fish
and Wildlife Service's authority to revoke or modify these types of perm its. The "no surprises rule" was held
invalid by a Federal District Court in Washington D.C. on tlie grounds that the Fish andWildlife Service did
not comply with Federal procedures for public notice in adopting new regulations and enjoined enforcement
of the regulation. Spirit of the Sage Council v. Norton 294 F. Supp. 2d 67 (2003). Therefore, until a new "no
surprises rule" is legally adopted or the District Court's decision is overruled, the Fish and Wildlife Service
retains the authority to revoke the permit.
The 262 acres ofRoripaugh Ranch open space include 20 I acres of preserved habit as required in the
AD 16 I SHCP as required for the lederal Endangered Species Act Section IO( a) permit number TE-030505-0
issued by the Fish and Wildlife Service on December 4, 2001. In March 2003 Ashby USA, LLC graded
approximately 8.96 acres of the land designated as the Preserved Habitat Area pursuant to the AD 161 SHCP
with Fish and Wildlife Service permits in violation offederallaw. The impacted area included estimated 4.33
acres ofRiversidean Sage Scrub, 2.42 acres oftransitionaVdegradedRiversidean Sage Scrub, and approximately
2.2 acres of ruderal, weed or agricultural areas. In response to the violation offederallaw, the Fish and Wildlife
Service approved a "Conceptual Mitigation Plan for Impacts to Areas Within the Jurisdiction of the United
States Department ofInterior Fish and Wildlife Service Under Section IO( a)( I) (B) of the Endangered Species
Acton on June 2, 2004, 2004 as Approval No. FWS- WRIV -725.9 ("Restoration Plan''). Pursuant to the
Restoration Plan, Ashby USA, LLC is required to restore additional 21.65 acres of Riversidean Sage Scrub
(4.33 acres at 5: I ratio) to offset the impacts to mature Riversidean Sage Scrub caused by Ashby USA, LLC
grading in violation of federal law. The City and Ashby USA, LLC entered into that certain "Open Space
Grading and Restoration Agreement" dated as of May I 1,2004 in order to implement the requirements olthe
Fish and Wildlife Service to cure the violations. The installation of the new plant material pursuant to the
Restoration Plan was to be completed before January 3 I, 2005, provided, however, that Ashby USA, LLC is
obligated to guarantee the plant growth for a period of five years from installation. Due to the heavy rains in
the winter of 2005, the installation of the new plant material pursuant to the Restoration Plan was extended to
provide for the installation to be completed before January 3 1,2006, provided, however, that Ashby USA, LLC
IS obligated to guarantee the plant growth for a period of five years from installation. As of February IS, 2006,
Ashby USA, LLChas completed approximately one-half of the installation of the new plant material pursuant
to the Restoration Plan. The balance of the work is on hold pending installation of irrigation for the remaining
area to be planted. Ashby USA, LLC has reviewed the work and installation schedule with Fish and Wildlife
Service so as to avoid bemg in violation of federal law.
73
Market Absorption Study
Empire Economics, Inc., the market absorption consultant (the "Market Absorption Consultant"), has
prepared a market analysis ofthe property in the District in its Market Absorption Study, dated February I, 2006
(Oflginal Study July 13, 2004) (the "Market Absorption Study'').
Based upon its analysis of the expected demographic-economic trends, the Market Absorption
Consultant estimated the District is expected to accommodate the approximately 1,741 residential units at
build-out by the end of20 10. The Market Absorption Study is subject to a number of assumptions and limiting
conditions. The Market Absorption Study contains projected absorption of production homes that differ from
those of Ashby USA, LLC. The Market Absorption Study and the Appraisal were prepared utilizing an
estimated date of completion of September 2007 so as to take into account the possibility that the schedule
prepared byAshby USA, LLC is not achieved. The Market Absorption Consultant's estimated absorption rates
of the different categories of residential units are as follows:
74
Table 8
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
Projected Absorption
February 1,2006
Planning: Area Units Builder LotSile Estimated HOlisin Prices EXDectedLivin Areas ales Rates 2006 2006 2007 2007 200l 200l 2009 2009 2010 2010 2011 2011 2012 2012
Avera Lower AVPfa U " Lower Avera e U " Annua an Jrm JulDec anJrm JulDec anJrm JulDec anJlUl JulDec anJrm JulDec anJlill JulDec anJrm JulDe
hasel
FA 2 99 Davidson 6,265 $538,000 $548,141 $558,000 2,960 3,181 3,357 50 0 25 25 25 24 0 0 0 0 0 0 0 0 0
FA 1 104 D.RHorton 6,285 $410,000 $450,918 $480,000 1,949 2,642 2,949 55 0 0 27 27 27 23 0 0 0 0 0 0 0 0
FA 3 100 Tanamera 6.= $459,990 $498,490 $519,990 1,974 2,434 2,699 55 0 20 27 27 26 0 0 0 0 0 0 0 0 0
PA 4A 99 Tanamera 6,310 $459,990 $522,364 $539,990 2,Cm 2,943 3,246 55 0 20 27 27 25 0 0 0 0 0 0 0 0 0
PA 4B 113 Tanamera 6,580 $489,990 $516,597 $529,990 2,346 2,714 2,951 55 0 0 27 27 27 32 0 0 0 0 0 0 0 0
haseII+
Segment#l: Below$420,OOO-Avg.
PA 31 169 KBHome 3,150 $370,000 $395,495 $415,990 1,809 2,080 2,300 70 0 0 0 0 35 35 35 35 29 0 0 0 0 0
PA 22 130 KBHome 3,150 $370,000 $395,495 $415,990 1.8119 2,080 2,300 Sequence 0 0 0 0 0 0 0 0 6 35 35 35 19 0
PA 12 112 KBHome 6,120 $405,990 $417,657 $430,990 2,050 2,167 2,300 65 0 0 0 0 32 32 32 16 0 0 0 0 0 0
PA 14 92 KBHome 3.880 $405,990 $417,657 $430,990 2,050 2,167 2,300 Sequence 0 0 0 0 0 0 0 16 32 32 12 0 0 0
PA 15 104 KBHome 3,880 $405,990 $417,657 $430,990 2,050 2,167 2,300 Sequence 0 0 0 0 0 0 0 0 0 0 20 32 32 20
Segment#l: $420,000 $530,OOO-Avg.
FA 23 47 KBHome 5,313 $415,990 $429,323 $445,990 2,029 2,408 2,707 60 0 0 0 0 30 17 0 0 0 0 0 0 0 0
FA 24 75 KBHome 5,313 $415,990 $429,323 $445,990 2,029 2,408 2,707 Sequence 0 0 0 0 0 13 30 30 2 0 0 0 0 0
PA 16 121 KBHome 6,696 $450,990 $480,990 $510,990 2,500 3,138 3,7ffl 55 0 0 0 0 27 27 27 27 13 0 0 0 0 0
PA 17 147 KBHome 8,703 $510,990 $526,740 $545,990 2,%9 3,350 3,711 50 0 0 0 0 25 25 25 25 25 22 0 0 0 0
PA 18 121 KBHome 8)03 $510,990 $526,740 $545,990 2,%9 3,350 3,711 Sequence 0 0 0 0 0 0 0 0 0 3 25 30 30 33
SegmenUI3: Above $6OO,OOO-Avg.
PA: 10,19-21,33 76 KBHome 20,000 $779,990 $845,990 $909,990 4,001 4,681 5,1ffl 30 0 0 0 0 15 15 15 15 16 0 0 0 0 0
PA: 10,19-21,33 36 KBHome 42,298 $7ffl,990 $844,990 $909,990 3,676 4,378 5,318 Sequence 0 0 0 0 0 0 0 0 0 15 15 6 0 0
Statistical Swrunary:
hasel 515 29.5% $471,594 $507,302 $525,594 2,247 2,783 3,040 0 65 133 133 129 55 0 0 0 0 0 0 0 0
IPhaseII+ 1,230 70.5% $485,908 $510,671 $536,657 2,495 2,864- 3,219 0 0 0 0 164 164 164 164 123 107 107 103 81 53
Segment #1 Below $420,OOO-Avg. UJ7 $391,594 $408,792 $424,990 1,954 2,132 2,300 0 0 0 0 67 67 67 67 67 67 67 67 51 20
Segment#l$420,(XXl $530,(XXlAvg. 511 $460,990 $478,623 $498,990 2,499 2,931 3,325 0 0 0 0 82 82 82 82 40 25 25 30 30 33
Segment #3 Above $600,OOO-Avg. 112 $783,990 $845,490 $909,990 3,839 4,530 5,253 0 0 0 0 15 15 15 15 16 15 15 6 0 0
Overall 1,745 $481,698 $5CG,680 $533,403 2,422 2,840 3,166 0 65 133 133 293 219 164 164 123 107 107 103 81 53
75
See APPENDIX D - "Market Absorption Study" for a discussion of the assumptions and limiting
conditions of the Market Absorption Study.
Appraised Property Value
An appraisal prepared by an MAl appraiser of the residential and commercial land that comprises
the District dated February 10, 2006 (the "Appraisal"), has been prepared by Stephen G. White, MAl of
Fullerton, California (the "Appraiser'') in connection with issuance of the 2006 Bonds. The purpose of the
appraisal was to estimate the aggregate market value of the "as-is" condition of the property in each of the
5 separate tracts in Phase I, the "panhandle" area, plus the remaining ownership of Ashby USA, LLC
comprising Phase II, the "pan" area. The Appraisal also reflects the proposed District financing, as well as
the tax rates of approximately [1.6%to 1.8%] [1.9% to 2.0%], of the estimated sales prices of the homes to
be built in the District, including the Special Taxes, to the future homeowners. 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 January IS, 2006,
was as follows:
Ownership
Phase I - "Panhandle" Area: Builder (Tract Name)
DR Horton - Continental Homes (Castillo)
Davidson Roripaugh Ranch 122, LLC (n/a)
Tanamera/Roripaugh II, LLC (Madison)
Tanamera/Roripaugh, LLC[ (Shutters)
Traditions at Roripaugh, LLC (Hamptons)
Subtotal
Market Value
$17,670,000
19,510,000
18,720,000
19,310,000
19020 000
$94,230,000
Phase II "Pan" Area: Owner
Ashby USA, LLC
Total
$75.380.000
$169,610,000
The values are based on the assumption that the master developer will complete the infrastructure
in a timely manner such that building permits will be available for development to occur as projected in the
absorption conclusions by the Market Absorption Consultant. The Market Absorption Study contains
projected absorption of production homes that differ from those of Ashby USA, LLC. The Market
Absorption Study and the Appraisal were prepared utilizing an estimated date of completion of September
2007 so as to take into account the possibility that the schedule prepared by Ashby USA, LLC is not
achieved. The Authority makes no representations on the ability of Ashby USA, LLC to perform in the
manner assumed by Ashby USA, LLC or assumed in the Appraisal, or as to the accuracy or completeness
of the Appraisal or the market absorption study. See "PROPERTY OWNERSHIP AND DEVELOPMENT
- Market Absorption Study" and APPENDIX D - "Market Absorption Study."
The Appraisal uses a sales comparison approach to estimate the value of the property in Phase I.
This approach considers recent sales of residential land or bulk lots from the general area in comparison to
the property in Phase I. Then a deduction is made for the estimated remaining cost and fees to get the lots
from as is condition to finished lots. "Finished lots," are lots that are fully improved and ready for homes
to be built. This reflects that the lots have all development entitlements, infrastructure improvements
completed, finish grading completed, all in-tract utilities extended to the property line of each lot, street
improvements completed, common area improvements/landscaping (associated with the tract) completed,
Resource Agency permits (if necessary), and all development fees paid, exclusive of building permit fees,
in accordance with the conditions of approval of the specific tract map (which, as described in "Property
Ownership" above, is not yet the condition of theproperty within Phase I), less the estimated cost to achieve
finished lots (based on the status of the development process as of January 15,2006. The estimate of value
76
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.
The Appraisal uses a subdivision or developmental approach to estimate the value of the property
in Phase II. This method uses a discounted cash flow analysis which involves the discounting of the
proj ected net proceeds from assumed sales of the land over the appropriate period of time. The sales ofland
represent the gross proceeds, less deduction for the remaining land development costs, cost of overhead and
marketing, holding cost, and profit to Ashby USA, LLC. The estimated net proceeds over time are then
discounted to a present value indication.
Neither the Authority nor the District makes any 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 as of the date of value and the
improvements to be financed by the 2006 Bonds. The market values reported in the Appraisal result in an
estimated aggregate value-to-lien ratio of 3.26: I', , with a value of approximately 7.08: I' with respect to
tracts within Phase I and _[1.95]: I' with respect to Phase II, calculated with respect to the 2006 Bonds,
excluding the overlapping assessment debt relating to the Prior Lien, and excludinggeneral obligation bond
debt and based on allocation of Special Taxes levied as Undeveloped Property. The value-to-lienratios of
individual parcels will differ from the foregoing aggregate value. See Table 6 - "Estimated Value-to-Lien
Analysis (Assuming Current Status of Development) (As of January 15,2006 Date of Value)" and Table 7
"Estimated Value-to-Lien Analysis at Build-Out (Utilizing Appraisal Values)" in "PROPERTY
OWNERSHIP AND DEVELOPMENT - 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. Ashby USA, LLC has provided a letter of credit to the Trustee which may be drawn in the event
Special Taxes due with respect to property owned by Ashby USA, LLC are not paid. See "SECURITY FOR
THE BONDS - Letter of Credit."
BONDOWNERS' RISKS
In addition to the other information contained in this Official Statement, the following risk factors
should be carefully considered in evaluating the investment quality of the 2006 Bonds. The Authority
cautions prospective investors that this discussion does not purport to be comprehensive or definitive, the
riskfactors 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 2006 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 theirSpecial Taxes when due. Anysuchfailure to pay Special Taxes
could resultin the inability of the Authority to makefull andpunctual payments of debt service on the 2006
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) changes 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.
* Preliminary, subject to change.
77
Concentration of Ownership
As of the date hereof, Ashby USA, LLC and the Merchant Builders 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 its portion of the Special Tax when due, a potential shortfall in the Bond Fund
could occur, which would result in the depletion of the 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 2006 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 Ashby USA, LLC,
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 instalhnents 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 Ashby USA, LLC
or Merchant Builders or any property owner to pay the Special Taxes when due. Development is conditioned
upon Ashby USA, LLC's completion of the infrastructure in a timely manner such that building permits will
be available for development to occur as projected. Delays in completion of infrastructure will delay
satisfaction of conditions relating to issuance of building permits.
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 matters. Grading is currently substantially completed for all of the development. [PRIOR
TO PRINTING, UPDATE REGARDING STATUS OF ANY ISSUES RELATING TO ITEMS FOUND
DURING GRADING. ] See "Government Approvals" and "Local, State and Federal Land Use Regulations"
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 governmental 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 obtainnecessary 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. The issuance of building permits
for the property within the District is dependent upon Ashby USA, LLC's completion of certain public
improvements as described in Appendix K. See also, "SECURITY FOR THE 2006 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 ofland 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. If the 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 2006 Bonds have been issued.
78
The 2006 Bonds Are Limited Obligations of the District
The District has no obligation to pay principal of and interest on the 2006Bonds in the event Special
Tax collections are delinquent, other than from amounts, if any, on depositin 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 Appraiser 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 be foreclosed upon, that such property could be sold for the
amount of estimated market value thereof contained in the Appraisal.
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 or the public improvements, 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, the presence
of previously unknown Indian artifacts or burial grounds 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 2006 Bonds (and therefore to the Bondowners) should it be 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 2006
Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the
Special Taxes. See BONDOWNERS' RISKS - Failure to Develop Properties."
79
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 the payment of debt service on the 2006 Bonds
more dependent upon timely payment of the Special Taxes levied on the undeveloped property. Because of
the concentration of undeveloped property ownership, the timely payment of the 2006 Bonds depends upon
the willingness and ability of the current owners of undeveloped land and any home 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 of a 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 "PROPERTY OWNERSHIP AND DEVELOPMENT - Direct and
Overlapping Debt" presents the presently outstanding amount of governmental obligations (with stated
exclusions), the tax or assessment which is or may become an obligation of one or more of the parcels of
TaxableProperty, 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 govemmental 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 2006 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 2006 Bonds,
the Special Tax will be subordinate only to existing prior govemmentalliens, 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-govemmentalliens on a parcel of Taxable
Property, regardless of whether the non-govemmentalliens 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.
While govemmental 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 County Recorder on
January 14, 2005, as Document No. 2005-0039138, as amended by a recording on as Document No.
2006- . . [UPDATED AFTER RECORDATION OF THE AMENDED NOTICE.] While title
companies normally refer to such notices in title reports, there can be no guarantee that such reference will
bemade or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the
purchase of a parcel ofland or a home in 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 I I02.6b 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
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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 all. 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,
ammg others. Such regnlations can substantially impair the rate and amount of development without
requiringjust 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.
Ashby USA, LLC must also comply with all applicable laws, ordinances, regulations and conditions
of approval with respect to the construction of the development Failure to do so could result in a party
bringing a legal action seeking various remedies, including, but not limited to, an injunction to stop
construction of the project. Of particular concern is the payment of prevailing wages on construction of the
public improvements and compliance with the requirements for preservation of cultural artifacts and human
remains of Native Americans, specifically the Pechanga Band ofLuiseno Indians.
Ashby USA, LLC must pay prevailing wages pursuant to Labor Code Section 1720 et seq. for the
public improvements as required by Section 8.0 I of the Acquisition Agreement by and between the Authority
and Ashby USA, LLC dated [March I, 2005. If Ashby USA, LLC does not maintain certified payrolls
documenting the payment of prevailing wages and otherwise comply with the requirements of the Prevailing
Wage Law, it cannot be reimbursed for such work with Bond proceeds for construction of the public
improvements and will still be obligated to construct the public improvements with its own funds. Such an
event would likely adversely impact construction of the housing units.
As described in "THE COMMUNITY FACILITIES DISTRICT - Environmental Conditions -Other
Requirements," Ashby USA, LLC signed a pre-excavation agreement with thePechanga Band providing for
the monitoring of grading on the property in order to fulfill its responsibilities under the conditions of
approval and State law to identify and preserve cultural artifacts and human remains relating to Native
Americans and specifically the Pechanga Band. The Pechanga Band and Ashby USA, LLC have also
approved a work plan to complete grading of the property after some disagreements as to the scope of the
required monitoring. Despite the fact that grading is almost complete, Ashby USA, LLC will still need to
comply with the applicable laws, regulations and conditions of approval as well as the pre-excavation
agreement and required work plan in the event any cultural artifacts or human remains are found. Failure
to do so will likely result in a legal action by the Pechanga Band to enforce these obligations. The Pechanga
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Band has filed such actions on other projects in the City ofTemecula and threatened to do so on this project
until the work plan was approved.
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 Department ofFish & Game ("CDFG") 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 of the property may increase the amount of Special Taxes to be paid by the owners of
undeveloped property and affect the willingness and ability of the owners of property within the District to
pay the Special Taxes when due. See "THE COMMUNITY FACILITIES DISTRICT - Environmental
Conditions." The Fish and Wildlife Service now retains the authority to revoke or modify these permits
despite the Fish and Wildlife Service's "no surprises rule" which substantially restricted the Fish and
Wildlife Service's authority to revoke or modify these types of permits. The "no surprises rule" was held
invalid by a Federal District Court in Washington D.C. on the grounds thatthe Fish and Wildlife Service did
notcomplywith Federal procedures for public notice in adopting new regulations and enjoined enforcement
of the regulation. Spirit of the Sage Council v. Norton 294 F. Supp. 2d 67 (2003). Therefore, until a new
"no surprises rule" is legally adopted or the District Court's decision is overruled, the Fish and Wildlife
Service retains the authority to revoke the permit."
The 262 acres of Roripaugh Ranch open space include 20 I acres of preserved habit as required in
the AD 161 SHCP as required for the federal Endangered Species Act Section lO(a) permit number TE-
030505-0 issued by the Fish and Wildlife Service on December 4, 2001. In March 2003 Ashby USA, LLC
graded approximately 8.96 acres of the land designated as the Preserved Habitat Area pursuant to the AD
16 I SHCP with Fish and Wildlife Service permits in violation offederallaw. The impacted area included
estimated 4.33 acres of Riverside an Sage Scrub, 2.42 acres of transitional/ degraded Riversidean Sage Scrub,
and approximately 2.2 acres of ruderal, weed or agricultural areas. In response to the violation of federal
law, the Fish and Wildlife Service approved a "Conceptual Mitigation Plan for Impacts to Areas Within the
Jurisdiction of the United States Department ofInterior Fish and Wildlife Service Under Section lO(a)(I)
(B) of the Endangered Species Acton on June 2, 2004, 2004 as Approval No. FWS-WRIV-725.9
("Restoration Plan"). Pursuant to the Restoration Plan, Ashby USA, LLC is required to restore additional
21.65 acres of Riversidean Sage Scrub (4.33 acres at 5: I ratio) to offset the impacts to mature Riversidean
Sage Scrub caused by Ashby USA, LLC grading in violation of federal law. The City and Ashby USA, LLC
entered into that certain "Open Space Grading and Restoration Agreement" dated as of May I I, 2004 in
order to implement the requirements of the Fish and Wildlife Service to cure the violations. The installation
of the new plant material pursuant to the Restoration Plan was to be completed before January 31, 2005,
provided, however, that Ashby USA, LLCis obligated to guarantee the plant growth for a period of five years
from installation. Due to the heavy rains in the winter of 2005, the installation of the new plant material
pursuant to the Restoration Plan was extended to provide for the installation to be completed before January
3 1,2006, provided, however, that Ashby USA, LLC is obligated to guarantee the plant growth for a period
offiveyears from installation. As of February IS, 2006, Ashby USA, LLC has completed approximately one-
half of the installation of the new plant material pursuant to the Restoration Plan. The balance of the work is
onhold pending installation of irrigation for the remaining area to be planted. Ashby USA, LLC has reviewed
the work and installation schedule with Fish and Wildlife Service so as to avoid being in violation of federal
law.
Hazardous Substances
While govemmental taxes, assessments, and charges are a common claim against the value of a
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
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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 of a 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 appraised 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
Districthas 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 DISTRICT - Environmental Conditions" for a
description of the prior agricultural use of the property and the remediation of certain conditions identified
in the 1999 Phase I Environmental Site Assessment report.
Further, it is possible that liabilities may arise in the future with respect to any of the parcels of
TaxableProperty resulting from the existence, currently, on the parcel of a 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 could significantly affect the value of a 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; Insufficiency of the Special Tax
The principal source of payment of principal of and interest on the 2006 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 2006 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 2006 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 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:
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(I) 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 govemment 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.
In addition, if a substantial portion of land within the District becomes Property Owner's
Association Property or Pubic Property, then whether sufficient Special Taxes will be collected to pay
principal and interest on the 2006 Bonds when due will depend on the ability and/or willingness of owners
of such property to pay the Special Tax levied on the non-exempt portion of their property.
Except as set forth above under "SECURITY FOR THE 2006 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 2006 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 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 or Undeveloped Property to cure delinquencies of other property owners in the District. See
"SECURITY FOR THE 2006 BONDS - Rate and Method" herein.
In the event that sales or foreclosures of property are necessary, there could be a delay in payments
to owners of the 2006 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 2006
BONDS - Proceeds of Foreclosure Sales."
Exem pt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and Method (see
"SECURITY FOR THE 2006 BONDS - Rate and Method" herein). In addition, the Act provides that
properties or entities of the state, federal or local government are exempt from the Special Tax; provided,
however, that property within the District acquired by a public entity through a negotiated transaction or by
gift or devise, which is 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, meaning
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 other properties or entities are exempt from the Special Tax unless
the properties or entities are expressly exempted in 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 2006 BONDS - Special Tax Fund - Disbursements" herein). Funds in the Reserve
Fund may be used to pay principal of and interest on the 2006 Bonds in the event the proceeds of the levy
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and collection of the Special Tax against property within the District is insufficient. Iffunds in the Reserve
Fund for the 2006 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 against
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 the 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 judicial foreclosure 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 2006 BONDS - Proceeds of Foreclosure
Sales" and "BONDOWNERS' RISKS - Bankruptcy and Foreclosure Delay" herein. In addition, the
prosecution of a foreclosure could be delayed due 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 Corporation (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.
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 payvalid 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 institution 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 FDIC 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 payor 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 of a 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 is estimated that a judicial 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), post-judgment interest and costs of sale. Each parcel is sold at foreclosure for the amounts
secured by the Special Tax lien on such parcel and multiple parcels may not be aggregated in a single "bulk"
foreclosure sale. If any parcel fails to obtain a "minimum bid," the Authority may, but is not obligated to,
seek superior court approval 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
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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 2006 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 2006 Bonds
(including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability 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 2006 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 significant 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 ofbankruptcy
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.
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 delinquency 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 precedentwas
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 II U.S. C. Section 362(b)(I8),
which added a new exception to the automatic stay for ad valorem property taxes imposed by a political
subdivision after the filing of a 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 is part of the bankruptcy estate. Bondowners should be aware that the
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potential effect of II U.S. C. Section 362(b)(I8) 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 govemmental
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 1991 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 property 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) onFDIC 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 subjectto levy, attachment, garnishment, foreclosure or sale without
the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be
eliminated by foreclosure without the FDIC'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 California owned by the FDIC on January 9, 1997 and that was owned by the Resolution Trust
Corporation (the "RTC") on December 3 I, 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 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 FDIC to be foreclosed at a judicial foreclosure sale would reduce or
eliminate the 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 2006 Bonds. Based upon the
secured tax roll as of January I, 2004, 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 2006 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
TaxableProperty 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.
87
Factors Affecting Parcel Values and Aggregate Value
Geologic, Topographic and Climatic Conditions. The value of the TaxableProperty in the District
in the future can be adversely affected by a variety of additional factors, particularly those which may affect
infrastructure and other public improvements and private improvements on the parcels of Taxable Property
and the continued habitability and enjoymentof 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. Prior to the issuance of grading permits, engineering reports addressing geologic,
seismic or soil limitations and foundation design were prepared for applicable Planning Areas. [CONFIRM]
None of the school sites lies within the Alquist-Priolo Earthquake Fault Zone.
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 of
statewide tax and governmental spending limitation measures.
No Acceleration Provisions
The 2006 Bonds do not contain a provision allowing for the acceleration of the 2006 Bonds in the
event of a payment default or other default under the terms of the 2006 Bonds or the Fiscal Agent Agreement.
So long as the 2006 Bonds are in book-entry form, DTC will be the sole Bondowner and will be entitled to
exercise all rights and remedies of Bond owners.
Community Facilities District Formation
California voters, m June 6, 1978, approved an amendment ("Article XIIIA") to the California
Constitution. Section 4 of Article XIIIA, requires a vote of two-thirds of the qualified electorate to impose
"special taxes," or any additional ad valorem, sales or transaction taxes on real property. At an election held
pursuant 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 indebtedness to
finance the development of the property within the District and approved the Rate and Method. 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 XIIIA, nor has the Supreme Court decided whether the special taxes of
a District constitute a "special tax" for purposes of Article XIIIA.
Section 5334 I 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 heavier property tax burden being imposed upon
properties within a District than elsewhere in a city or county, and this in turn can lead to problems in the
88
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 I 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 instalhnents.
These Special Tax instalhnent payments cannot be made separately from property tax payments. Therefore,
the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property
tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and
installment payments of Special Taxes in the future. See "SECURITY FOR THE 2006 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 2006 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 2006 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 property subject to foreclosure and sale 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 2006 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
ArticleXIIIC ("ArticleXIIIC") and Article XIIID to the California Constitution. According to the "Title and
Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the authority
oflocal 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 of the special tax would not interfere with the timely retirement of that debt. On
July I, 1997, a bill signed into law by the Governor of the State enacting Govemment Code Section 5854,
which states that:
"Section 3 of Article XIIIC of the California Constitution, as adopted at the
November 5, 1996, general election, shallnot 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
89
initiative measure that constitutes an impairment of contractual rights
protected by Section 10 of Article I 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 powerto repeal or reduce the Special Taxes if such reduction would interfere with
the timely retirement of the 2006 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 2006 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 respectto 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 2006 Bonds.
Like its antecedents, the Initiative is likely to undergo both judicial and legislative scrutiny before
its impact on the District and its obligations can be determined. Certain provisions of The Initiative may be
examined by the courts for their constitutionality under both State and federal constitutional law. The
District is not able to predict the outcome of any such examination.
The foregoing discussion of the Initiative 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 The Initiative on the 2006 Bonds as well as the market for the 2006 Bonds. Legislative and
court calendar delays and other factors may prolong any uncertainty regarding the effects of The Initiative.
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 the past 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 2006 Bonds or, if a
secondary market exists, that such 2006 Bonds can be sold for any particular price. Although the Authority,
the District and Ashby USA, LLC has 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 specific performance. 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
circumstances. Such prices could be substantially different from the original purchase price.
Loss of Tax Exem ption
As discussed under the caption "LEGAL MATTERS - Tax Exemption," the interest on the 2006
Bonds could become includable in gross income for federal income tax purposes retroactive to the date of
issuance of the 2006 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 2006 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
90
such action would adversely affect the exclusion from gross income of interest on the 2006 Bonds under the
Internal Revenue Code of 1986, as amended. Should such an event of taxability occur, the 2006 Bonds are
not subject to early redemption and will remain outstanding 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 2006 Bonds or to preserve the tax-exempt
status of the 2006 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 2006 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 Exem ption
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, under existing
law, subjectto the Authority's compliance with certain covenants, interest on the 2006 Bonds is excludable
from gross income of the owners thereof for federal income tax purposes under Section 55 of the Code, is
not includable as an item of tax preference in computing the federal alternative minimum tax for individuals
and corporations under the Code but is taken into account in computing an adjustment used in determining
the federal alternative minimum tax for certain corporations. Failure by the Authority to comply with one
or more of such covenants could cause interest on the 2006 Bonds to not be excludable from gross income
under Section 103 of the Code for federal income tax purposes retroactively to the date of issuance of the
2006 Bonds.
In the further opinion of Bond Counsel, interest on the 2006 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 2006 Bonds may have federal or state tax consequences other than as described above. Bond
Counsel expresses no opinionregarding any federal or state tax consequences arising with respect to the 2006
Bonds other than as expressly described above.
The form of Bond Counsel's opinion is set forth in Appendix H.
IRS Audit of Tax-Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt bond
issues, including both random and targeted audits. It is possible that the 2006 Bonds will be selected for
audit by the Internal Revenue Service. It is also possible that the market value of the 2006 Bonds might be
affected as a result of such an audit of the 2006 Bonds (or by an audit of similar bonds).
No Litigation
At the time of delivery of the 2006 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 to their
knowledge threatened against the Authority or the District affecting their existence, or the titles of their
respective officers which would materially adversely affect the ability of the Authority to perform its
91
obligations under the 2006 Bonds or certain documents related thereto or seekingto restrain or to enjoin the
issuance, sale or delivery of the 2006 Bonds, the application of the proceeds thereofin accordance with the
Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and
interest on the 2006 Bonds, or in any way contesting or affecting the validity or enforceability of the 2006
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 2006 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 2006 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 2006 Bonds, including amounts in the Reserve Fund, the Special Tax Fund and the Bond Fund. Any
tax levied for the payment of the 2006 Bonds shall be limited to the Special Taxes to be collected within the
jurisdiction of the District.
NO RATINGS
The 2006 Bonds have not been rated by any securities rating agency.
UNDERWRITING
The 2006 Bonds are being purchased by Stone & Youngberg LLC at a purchase
$ (which represents the aggregate principal amount of the 2006 Bonds ($
original issue discount of $ and less an underwriter's discount of $ ).
price of
), less
The purchase agreement relating to the 2006 Bonds provides that the Underwriter will purchase all
of the 2006 Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms
and conditions set forth in such purchase agreement.
The Underwriter may offer and sell 2006 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 2006 Bonds, including the Underwriter,
Quint & ThimmigLLP, 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 2006 Bonds. The fees of
David Taussig & Associates, Inc., as Special Tax Consultant, and Fieldman, Rolapp & Associates, as
Financial Advisor to the Authority, are in part contingent upon the issuance of the 2006 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 matters of opinion, whether or not expressly so
stated, are intended as such and not as representatives of fact. This Official Statement is not to be construed
92
as a contract or agreement between the District or the Authority and the purchasers or owners of any of the
2006 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 DISTRICT NO. 03-02
(RORIP AUGH RANCH)
By:
Shawn Nelson, Executive Director,
Temecula Public Financing Authority, on behalf
of the District
93
APPENDIX A
GENERAL INFORMATION ABOUT THE CITY OF TEMECULA
Thefollowing information is providedfor background purposes only. The City of Temecula has no
liability or responsibility whatsoever with respect to the 2006 Bonds or the Fiscal Agent Agreement.
General Information
Following a vote by the residents on November 7, 1989, fhe City incorporated under the general laws of
the State of Califomia on December I, 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 ofthe 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 continuing oversight responsibility over these other governmental entities.
Located on Interstate 15, the City of Temecula is the 9th largest city in the Inland Empire and the 4th largest
in Riverside County (as of July I, 2005), encompassing approximately 30 square miles. The City of Temecula is
85 miles southeast of Los Angeles, approximately 55 miles north of San Diego, approximately 60 miles southeast
of Orange County and approximately 20 miles inland from the cities of San Juan Capistrano and Oceanside. The
City's approximately 90,872 residents are offered a broad range of housing options from apartments to luxury
custom homes, with the median housing price, as of , 2006, at $
Population
From 1990 -2005, the City's population grew from 27,099 to 90,872, a gain of 63,773 or 235.3%. In this
same period, Riverside County added 706,587, a gain of 60.4%.
CITY OF TEMECULA AND COUNTY OF RIVERSIDE POPULATION
FROM 1990 TO 2005
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
200]' 61,803 14.9 1,590,473 4.4
2002 73,164 18.4 1,654,220 4
2003 75,996 5.3 1,726,754 4.4
2004 78,841 3.7 1,807,858 4.7
2005" 90,872 15.3 1,877,000 3.8
Increase includes Vail Ranch annexation.
Increase includes Redhawk annexation which added approximately 9,475 individuals, effective June 30, 2005.
Source: California Department of Finance.
A-I
Construction Activity
The following table shows a five year history of construction activity in the City.
CITY OF TEMECULA
BUILDING PERMITS AND VALUATIONS
2000 - 2004
2000 2001 2002 2003 2004
Valuation:
Residential $156,787,850 $127,823,375 $100,516,115 $194,699,509 $185,041,089
Non-residential 58 320 736 39 602 913 43 487 229 36087001 56 658 233
Total $215,108,586 $167,426288 $144,003344 $230,786,510 $241,699322
Residential Units:
Single family 1,142 944 650 1,271 888
Multiple family 244 ~ --.Q --1.4I 408
Total 1386 944 650 1413 1296
Source: Construction Industry Research Board.
The following table shows historical commercial and residential construction and property values.
A-2
CITY OF TEMECULA
COMMERCIAL AND RESIDENTIAL CONSTRUCTION AND PROPERTY VALUES
Fiscal Years ending June 30, 1992 - 2005
Commercial Construction(1) Residential Construction(l) Property Values(2)
Fiscal Year Number Number
(ending June 30) 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
2003 304 41,402 1,162 145,387 2,633,661 4,127,318
2004 277 61,823 1,472 179,071 2,711,397 4,808,116
2005 116 79,578 918 241,322 2,835,143 5,488,914
Values in thousands of dollars.
Source: (1) City ofTemecula, Building and Safety Department.
(2) County Land Use Statistical Recap Reporl.
Economic Condition
Ternecula's economic base is anchored by a nurn ber 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 nome to several auto dealers including Honda, Toyota andNissan. The following
tables set forth major manufacturing and non-manufacturing employers:
A-3
CITY OF TEMECULA
MAJOR MANUFACTURING EMPLOYERS
(As of November, 2005)
Employer
Approximate
No. of Employees
Guidant Corporation
International Rectifier/Hexfet
Channell Commercial Corp.
Milgard Manufacturing
Bianchi International
Opto 22 Inc.
Chemic on International
Plant Equipment, Inc.
Magnecomp Corporation
Solid State Stamping
Tension Envelope
Molding Intemational & Engineering
2,354
700
344
325
225
205
201
200
118
110
110
102
Type of Business
Medical equipment
Power semi-conductors
Cable enclosures
Custom windows
Leather goods
Electric/automation controls
Medical products
Telephone equipment
Manufacture computer disks
Manufacture electronic contacts
Envelope manufacturer
Manufacturer
CITY OF TEMECULA
MAJOR NON-MANUFACTURING EMPLOYERS
(As of November, 2005)
Employer
Temecula Valley Unified School
District (TVUSD)
Manpower of Temecula
Professional Hospital Supply
Albertsons
Costco Wholesale
City of Temecula
JC Penney Corp.
The Scotts Company
Paradise Chevrolet/Cadillac
Temecula Creek Inn
Macy's
Southwest Traders
FFF Enterprise, Inc.
Approximate
No. of Employees
Type of Business
2,608
1,871
850
604
400
315
209
190
184
180
172
170
142
Public school system
Business services
Wholesaler distributor
Supermarket
\Vholesale warehouse
City government
Retail
Distributor
Automobile dealer
Hospitality
Retail
Wholesale Distributor
Wholesale Distributor
Source: City ofTemeculaFinance Department.
A-4
Sales Tax Revenues
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 wide selection of restaurants allows diners to choose between nationally
recognized chains or intimate dining bistros.
CITY OF TEMECULA
SALES TAX HISTORY
Year
Amount
1989-90
1997-98
1998-99
1999-00
2000-0 I
2001-02
2002-03
2003-04
2004-05
2005-06
$632,153
$9,186,547
$10,652,400
$14,009,322
$16,321,929
$19,237,317
$21,572,199
$25,392,314
$27,802,830
$29,200,000*
!Judget Estimate.
Source: City ofTemecula Finance Department.
A-5
CITY OF TEMECULA
PRINCIPAL SECURED PROPERTY OWNERS
FOR THE YEAR ENDED JUNE 30, 2005
2005 Assessed Percent of
Valuation Total Assessed
Taxpayer Type of Business (in thousands) (Valuation)
Advanced Cardiovascular System Inc. Manufacturing $152,155 205%
International Rectifier Corporation Manufacturing 128,471 1.73%
T ernecula Towne Center Associates Real Estate Development 98,285 1.33%
Lakha-Aldenwood Properties LLC Real Estate Development 47,500 0.64%
Kimco Palm Plaza Limited Partnership Real Estate Development 41,738 0.56%
Portofino Development Real Estate Development 30,428 041%
Starwood Wasserman Ternecula Property Management 29,692 040%
STCA Manufacturing 29,233 0.39%
Califomia Acacia Limited Partnership Real Estate Development 27,264 0.37%
Solana Ridge LLC Real Estate Development )') ')44 Q.11%
$610,313
8.24%
Source: Riverside County Assessor's Office and City ofTemecula Finance Department
CITY OF TEMECULA
ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY
FOR THE FISCAL YEARS ENDED JUNE 30, 1997 THROUGH 2005
(Values in Thousands)
Total Exemptions Net Net Total Estimated
Fiscal Year Secured and Veteran Assessed Exemptions Assessed Actual
Taxes Unsecured Church, etc. Value Homeowners Value Value
1997 $3,203,187 $(22,276) $3,180,911 $(53,023) $3,127,888 $3,127,888
1998 $3,279,750 $(24,100) $3,255,651 $(56,665) $3,198,986 $3,198,986
1999 $3,445,913 $(24,216) $3,421,696 $(60,119) $3,361,578 $3,361,578
2000 $3,827,394 $(25,597) $3,801,797 $(61,464) $3,740,333 $3,740,333
2001 $4,563,253 $(29,666) $4,533,587 $(64,372) $4,469,215 $4,469,215
2002 $5,201,010 $(33,360) $5,167,650 $(68,938) $5,098,712 $5,098,712
2003 $6,201,896 $(30,010) $6,171,886 $(82,926) $6,088,960 $6,088,960
2004 $6,931,291 $(43,142) $6,888,149 $(92,362) $6,795,787 $6,795,787
2005 $7,794,688 $(53,240) $7,741,448 $(94,237) $7,647,211 $7,647,211
-------
Source: Riverside County Assessor's Office.
A-6
General Information
Industrial Real Estate. In June 2004, The City had 12.5 million square feet of manufacturing
space in existence or under construction. This was an increase from 9.0 million square feet in 2002.
The City's supply represents 4.0% of the Inland Empire's total of 3 13 million square feet. In June
2004, the City's industrial vacancy rate was approximately 5.0%. The City industrial vacancy rate was
well below the 8.6% average for the inland regions' 12 major submarkets.
Office Real Estate. In 2003, the region's net space absorption was 1.23 million square feet.
For the four quarters ended June 2004, a net of 73 1,551 square feet was taken off the market. The
vacancy rate has dropped from 25% in 1997 to 9.2% in the third quarter of 2004.
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, partuerships 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 May, 2005, there were twenty (20) 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 tFie Rancho California Water District.
The quality of air in the Temecula Valley is consistently better than that of surrounding
communities. Ocean breezes flow through the Rainbow Gap ahnost every day, sweeping away smog.
In the summer, Pacific winds yield temperatures up to 10 degrees lower than m 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, I home-schooling program, and IS 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 ISO square miles. As of May, 2005, approximately 25,653 students (Grades K- 12) are
enrolled in the District.
The University of California, Riverside has opened an extension center in the City andMt. San
Jacinto Community College operates a campus ten miles north of the City to serve the growing
population. Temecula began the I990s with a well-educated population, and its population trends and
school performance figures have allowed it to maintain that position.
Transportation. Interstate IS and its connecting arterials provide convenient links to San
Diego and Riverside, Los Angeles (Interstate 10), Orange County (Highway 9 I) and San Bernardino
(Interstate 215). The French Valley Airport, 4 miles north ofInterstate IS on Winchester Road,
accommodates business jets and commuter airlines.
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Housing. Temecula is unique in that its residents are about equidistant from both San Diego
and Orange County via the Interstate IS 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 IS 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 81,397 residents as of January I, 2005, which includes the
annexation of the Vail Ranch area in July, 200 I and the March, 2004 annexation of the community of
Redhawk, which became official June 30, 2005.
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APPENDIX B
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIPAUGH RANCH)
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APPENDIX C
SUMMARY APPRAISAL REPORT
APPENDIX D
MARKET ABSORPTION STUDY
APPENDIX E
SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT
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APPENDIX F
FORM OF COMMUNITY FACILITIES DISTRICT
CONTINUING DISCLOSURE AGREEMENT
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APPENDIX G
FORM OF ASHBY USA, LLC AND
THE TANAMERAlRORIPAUGH ENTITIES
CONTINUING DISCLOSURE AGREEMENT
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APPENDIX G
FORM OF DEVELOPER CONTINUING DISCLOSURE AGREEMENT
A separate DeveloperContinuing DisclosureAgreementwill be provided by (i) Ashby USA, LLC and
(ii) Tanamera/Roripaugh, LLC; Tanamera/Roripaugh ll, LLC and Traditions at Roripaugh, LLC.
Continental Residential, Inc., Davidson Roripaugh Ranch 122, LLC and KB Home Coastal, Inc. are not
considered a Major Developer (as defined below) and will not be subject to a Continuing Disclosure
Agreement.
This DEVELOPER CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement")
is executed and entered into as of March 1,2006, 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,
as Dissemination Agent (the "Dissemination Agent") and as Fiscal Agent (the "Fiscal Agent"), and [Ashby
USA, LLC, a California limited liability company ("Ashby USA, LLC")]/[Tanamera/Roripaugh, LLC,
Tanamera/RoripaughII, LLC and Traditions at Roripaugh, LLC, each a California limited liability company
("Tanamera/Roripaugh, LLC," "Tanamera/Roripaugh II, LLC" and "Traditions at Roripaugh, LLC,"
respectively, and together, the "Tanamera/Roripaugh Entities"). The parties hereto may be referred to in
some instances as a party ("Party");
WITNESSETH:
WHEREAS, pursuant to the Fiscal Agent Agreement, dated as of March 1,2006 (the "Fiscal Agent
Agreement''), by and between the TemeculaPublic Financing Authority (the "Authority"), for and on behalf
of the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch)
(the "District"), and the Fiscal Agent, the Authority has issued its 2006 Special Tax Bonds, in the aggregate
principal amount of $ (the "2006 Bonds'');
WHEREAS, [Ashby USA, LLC]/[Tanamera/Roripaugh Entities] is the owner of property within
the District planned for development with residential, commercial, park, open space and infrastructure uses;
and
WHEREAS, this Disclosure Agreement is being executed and delivered by [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] and the Fiscal Agent for the benefit of the owners and beneficial owners of
the 2006 Bonds and in order to assist the underwriter of the 2006 Bonds in complying with Securities and
Exchange Commission Rule I5c2-I2(b)(5);
NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein
contained, the parties hereto agree as follows:
Section I. Definitions. Capitalized undefined 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:
"Affiliate" of another Person means (a)a Person directly or indirectly owning, controlling, or holding
with power to vote, 15% or more of the outstanding voting securities of such other Person, (b) any Person
15% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with
power to vote, by such other Person, and (c) any Person directly or indirectly controlling, controlled by, or
under common control with, such other Person; for purposes hereof, "control" means the power to exercise
a controlling influence over the management or policies of a Person, unless such power is solely the result
of an official position with such Person.
"Assumption Agreement" means an agreement between a Major Developer, or an Affiliate thereof,
the Fiscal Agent and the Dissemination Agent containing terms substantially similar to this Disclosure
Agreement, whereby such Major Developer or Affiliate agrees to provide Semi-Annual Reports and notices
of significant events with respect to the portion of the Property owned by such Major Developer and its
Affiliates.
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"Bond Counsel" means an attorney or a firm of attorneys whose experience in matters relating to the
issuance of obligations by the states and their political subdivisions and the tax-exempt status of the interest
thereon is recognized nationally.
"Development Plan" means, with respect to a Major Developer, the specific improvements such
Major Developer intends to make, or cause to be made, to such Major Developer's Property in order for such
Property to enable production units or commercial property within the Property to be completed and sold to
third parties, the time frame in which such improvements are intended to be made and the estimated costs
of such improvements; [Ashby USA, LLC's]/[Tanamera/Roripaugh Entities'] Development Plan, as of the
date hereof, is described in the Official Statement under the caption "PROPERTY OWNERSHIP AND
DEVELOPMENT - [Ashby USA, LLC]/[The Tanamera/Roripaugh Entities]."
"Dissemination Agent" means the Fiscal Agent, acting in its capacity as Dissemination Agent
hereunder, or any successor Dissemination Agent designated in writing by [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] and which has filed with the Fiscal Agent a written acceptance of such
designation.
"Event of Bankruptcy" means, with respect to aPerson, that such Person files a petition or institutes
a proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of
bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent,
or as a debtor, or in any similar capacity, wherein or whereby such Person asks or seeks or prays to be
adjudicated a bankrupt, or is to be discharged from any or all of such Person's debts or obligations, or offers
to such Person's creditors to effect a composition or extension of time to pay such Person's debts or asks,
seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of such Person's
debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar
kind or character is filed or instituted or taken against such Person and the same shall remain undismissed
for a period of 60 days, or if a receiver of the business or of the property or assets of such Person is appointed
by any court, or if such Person makes a general assignment for the benefit of such Person's creditors.
"Financial Statements" means, with respect to a Major Developer, the full financial statements,
special purpose financial statements, project operating statements or other reports reflecting the financial
position of such Major Developer; provided that, if full financial statements, special purpose financial
statements, project operating statements or other reports reflecting the financial position are audited and
prepared in accordance with generally accepted accounting principles as in effect from time to time, then
Financial Statements shall include such audited financial statements or reports.
"Financing Plan" means, with respect to a Major Developer, the method by which such Major
Developer intends to finance its Development Plan, including specific sources of funding for such
Development Plan; [Ashby USA, LLC' s ]/[ the Tanamera/Roripaugh Entities'] Financing Plan, as of the date
hereof, is described in the Official Statement under the caption "PROPERTY OWNERSHIP AND
DEVELOPMENT - [Ashby USA, LLC]/[The Tanamera/Roripaugh Entities]."
"First Report Date" means March 3 I, of each year, commencing [March 3 I, 2006].
"First Report Period" means with respect to a Report due on the First Report Date, the last six
months of the fiscal year just ended.
"Listed Events" means any of the events listed in Section 4(a) hereof.
"Major Developer" means any Property Owner, including [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities], that owns any portion of the Property within the District, for which
production units are not completed and sold to third parties, for which the Property owned by such Property
Owner together with Property owned by Affiliates of such Property Owner, is subjectto 15% or more of the
Special Tax levy of the District for the then current Fiscal Year of the District; provided, however, that the
term shall not include any Property Owner that would otherwise qualify as a Major Developer if such
Property Owner has assumed the obligations hereunder pursuant to Section 5.
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"National Repository" means any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. The Nationally Recognized Municipal Securities Information
Repositories for purpos es of the Rule are identified in the Securities and Exchange Commission website
located at sec.gov/info/municipal/nrmsir. htm.
Bonds.
"Official Statement" means the Official Statement, dated March -----' 2006, relating to the 2006
"Participating Underwriter" means Stone & Youngberg LLC.
"Person" means an individual, a corporation, a partnership, a limited liability company, an
association, a joint stock company, a trust, any unincorporated organization or a government or political
subdivision thereof.
"Property" means the real property within the boundaries of the District owned on the date of the
Official Statement and that is not exempt from the Special Taxes.
"Property Owner" means any Person that owns a fee interest in any Property.
"Report Dates" means, collectively, the First Report Dates and the Second Report Dates.
"Report Period" means, with respect to a Report due on the First Report Date, the last six months
of the fiscal year just ended, and with respect to a Report due on the Second Report Date, the first six months
of the then current fiscal year.
"Repository" means each National Repository and each State Repository.
"Rule" means Rule I 5c2- I2(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.
"Second Report Date" means September 30 of each year, commencing [September 30, 2006].
"Second Report Period" means with respect to a Report due on the Second Report Date, the first six
months of the current fiscal year.
"Semi-Annual Report" means any Semi-Annual Report provided by [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] pursuant to, and as described in, Sections 2 and 3 hereof.
"State Repository" means 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 Semi-Annual Reoorts. (a) So long as [Ashby USA, LLC's]/[the
Tanamera/Roripaugh Entities'] obligations hereunder have not been terminated pursuant to Section 6, (i)
[Ashby USA, LLC]/[Tanamera/Roripaugh Entities] shall prepare a Semi-Annual Report not later than March
31, and September 30 of each year, and (ii) not later than April IS and October IS (IS days after the Report
Date) [Ashby USA, LLC]/[Tanamera/Roripaugh Entities] shall, or, upon receipt of the Semi-Annual Report
by the Dissemination Agent, the Dissemination Agent shall, provide to each Repository, the Authority, the
Fiscal Agent (if the Fiscal Agent is not the Dissemination Agent), the District and the Participating
Underwriter a Semi-Annual Report which is consistent with the requirements of Section 3 of this Disclosure
Agreement, commencing with the first Semi-Annual Report Date to occur September 30, 2006. The Semi-
AnnualReport 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 hereof; provided, however, that the
audited financial statements of [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] may be submitted
separately from the balance of the Semi-Annual Report that is to be provided no later than the First Report
Date, and later than the date required above for the filing of such Semi-Annual Report if not available by that
date. If [Ashby USA, LLC's ]/[the Tanamera/Roripaugh Entities'] fiscal year changes, it shall give notice
of such change in the same manner as for a Listed Event under Section 4(b ) hereof. The Semi-Annual Report
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may be provided in electronic format to each Repository and the Participating Underwriter and may be
provided through the services of a "central post office" approved by the Securities and Exchange
Commission. The Semi-Annual Report may be provided in electronic format to each Repository and the
Participating Underwriter and may be provided through the services of a "central post office" approved by
the Securities and Exchange Commission. For example, any filing under this [Disclosure Agreement] may
be made solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as
provided athttp://www.disclosureusa.or~ unless the United States Securities and Exchange Commissionhas
withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004.
(b) Ifby April IS or October IS (IS days after a Report Date), the Fiscal Agent has not received
a copy of the Semi-Annual Report, the Fiscal Agent shall notify [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] and the Dissemination Agent of such failure to receive the Semi-Annual
Report. [Ashby USA, LLC]/[The Tanamera/Roripaugh Entities] shall provide a written certification with,
or as part of, each Semi-Annual Report furnished to the Fiscal Agent to the effect that such Semi-Annual
Report constitutes the Semi-Annual Report required to be furnished by it hereunder. The Fiscal Agent and
Dissemination Agent may conclusively rely upon such certification of [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] and shall have no duty or obligation to review such Semi-Annual Report.
(c) If the Fiscal Agent is unable to verify that a Semi-Annual Report has been provided to the
Repositories by the date required in subsection (a), the Fiscal Agent shall send a notice to the Municipal
Securities RulemakingBoard, the appropriate State Repository, if any, the Fiscal Agent and the Participating
Underwriter in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine prior to each Report Date the name and address of each National
Repository and each State Repository, if any;
(ii)
herein; and
provide any Semi-Annual Report received by it to each Repository, as provided
(iii) with respect to each Semi-Annual Report received by it and provided by it to each
Repository, file a report with the Authority, [Ashby USA, LLC]/[ the Tanamera/Roripaugh Entities],
the Fiscal Agent (if the Dissemination Agent is not the Fiscal Agent) and each Participating
Underwriter certifying that the Semi-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.
Section3. Content of Semi-Annual Reoorts . [Ashby USA, LLC's ]/[Tanamera/RoripaughEntities']
Semi-Annual Report shall contain or incorporate by reference the following:
(a) With respect only to the Semi-Annual Report that is required to be provided no later than
each First Report Date, such Semi-Annual Report shall contain Financial Statements for each Major
Developer (other than any Major Developer with respect to which [Ashby USA, LLC's]/[the
Tanamera/Roripaugh Entities'] obligations hereunder have been assumed in accordance with Section 5 or
terminated in accordance with Section 6 hereof). If audited Financial Statements are required to be provided,
and such audited Financial Statements are not available by the time such Semi-Annual Report is required to
be filed pursuant to Section 2(a) hereof, such Semi-Annual Report shall contain unaudited Financial
Statements, and the audited Financial Statements shall be filed as a supplement or amendment to the Semi-
AnnualReport when they become available. Such Financial Statements shall be for the most recently ended
fiscal year for the entity covered thereby. The Annual Report shall contain the following caveat about all
Financial Statements delivered as a part of the Annual Report:
"The Financial Statements of [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities]
included with, or referred to in, the Semi-Annual Report are for informational purposes
only. In the event of a failure to pay any instalhnent of Special Taxes, and after depletion
of the Reserve Funds, the real property in Community Facilities District No. 03-02 is the
sole security for the 2006 Bonds. The obligation of [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] to pay unpaid Special Tax installments does not constitute
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a personal indebtedness of [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] or any
member, parent, subsidiary, or person or entity controlling or controlled by the Developer
(each an "Affiliate") for which the funds or assets (other than the property in Community
Facilities District No. 03-02 that is delinquent) of [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] or any Affiliate may be required, by operation of law or
otherwise, to beused to pay debt service on the 2006 Bonds. It should not be inferred from
the inclusion of the Financial Statements in the Annual Report of [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] that the funds or assets of [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] or any Affiliate (other than the property in Community
Facilities District No 03-02) are available to cure any delinquencies in the payment of
Special Taxes."
(b) With respect to all Semi-Annual Reports, such Semi-Annual Reports shall contain the
following information with respectto each Major Developer (other than any Major Developer with respect
to which [Ashby USA, LLC's ]/[the Tanamera/RoripaughEntities'] obligations hereunder have been assumed
in accordance with Section 5 or terminated in accordance with Section 6 hereof) for the First Report Period
or Second Report Period, as applicable; provided, that, if such information is required from [Ashby USA,
LLC]/[the Tanamera/Roripaugh Entities] as to another Major Developer which is not an Affiliate of[ Ashby
USA, LLC]/[the Tanamera/RoripaughEntities], [Ashby USA, LLC]/[the Tanamera/RoripaughEntities] shall
only be required to provide such information that it has actual knowledge of:
(i) If information regarding such Major Developer has not previously been included in
a Semi-Annual Report or in the Official Statement, the Development Plan of such Major Developer
or, if information regarding such Major Developer has previously been included in a Semi-Annual
Report or in the Official Statement, a description of the progress made in the Development Plan of
such Major Developer since the date of such information and a description of any material changes
in such Development Plan and the causes or rationale for such changes.
(ii) Ifinformationregarding such Major Developer has not previously been included in
a Semi-Annual Report or in the Official Statement, the Financing Plan of such Major Developer or,
if information regarding such Major Developer has previously been included in a Semi-Annual
Report or in the Official Statement, a description of any material changes in the Financing Plan of
such Major Developer and the causes or rationale for such changes.
(iii) Adescription or update of the status of tentative and final maps recorded within the
District relating to such Major Developer.
(iv) The number of building permits issued with respect to any of such Major
Developer's Property during the six-month period ending on the last day of the applicable Report
Period as well as the number of building permits issued with respect to such Major Developer's
Property included in each previous Semi-Annual Report, set forth opposite such previous reporting
period.
(v) A description of how many residential lots and acres and how many commercial
acres of Property were owned by such Major Developer as of the end of the ReportPeriod covered
by such Semi-Annual Report, and how many residential lots and acres and how many commercial
acres of such Major Developer's Property (i) with respect to residential or commercial uses, have
production units or commercial buildings completed and sold to third parties, (ii) with respect to the
Major Developer's Property planned for park/open space uses, have been developed with a park or
designated as open space on a final residential tract map and (iii) with respect to the Major
Developer's Property planned for infrastructure use, have the infrastructure planned for such
property constructed, during the applicable Report Period, and how many acres of such Major
Developer's Property had notreached such level of development described in clauses (i), (ii) and (iii)
above.
(vi) A description of any sales (including pending sales for which a non-refundable
deposit equal to or in excess of $50,000 has been made) of portions of such Major Developer's
Property during the applicable Report Period, including the identification of each buyer (other than
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individual home buyers) and the number of residential lots and commercial or other acres sold;
provided, however, that sales of five or fewer commercial or other acres may be aggregated for the
purpose of such description.
(vii) Astatement as to whether or not such Major Developer and all of its Affiliates paid,
prior to their becoming delinquent, all Special Taxes, property taxes, assessments and special taxes
levied on the Property owned by such Major Developer and such Affiliates that would have been
delinquent had they not been paid by the preceding December 10 or April 10, respectively, and if
such Major Developer or any of such Affiliates is delinquent in the payment of such Special Taxes,
property taxes, assessments or special taxes levied on the Property owned by such Major Developer
and its Affiliates, a statement identifying each parcel that is so delinquent, specifying the amount of
each such delinquency and describing any plans to resolve such delinquency.
(viii) An update of the status of any previously reported Listed Event described in
Section 4 hereof and information regarding Listed Events, if any, required to be reported pursuant
to Section 4 hereof.
(ix) Unless disclosed in the Official Statement or a prior Semi-Annual Report, any
material change in the legal structure or organization of a Major Developer.
(x) The filing and service of process on such Major Developer of a lawsuit against such
Major Developer seeking damages, or a judgment in a lawsuit against the Major Developer, either
of which could have a significant impact on the Major Developer's ability to pay Special Taxes or
to sell or develop all or any portion of the Major Developer's Property.
(xi) If applicable, a statement that a Property Owner no longer meets the definition of
Major Developer, which statement shall be provided in the manner required for Semi-Annual
Reports by the next succeeding date on which a Semi-Annual Report would have been filed unless
such fact has previously been reported under Section 3 or Section 4.
(xii) Information regarding the letter of credit provided with respect to
. Describe Letter ofCredit(s) provided, if applicable]
(c) In addition to any of the information expressly required to be provided under paragraphs (a)
and (b) of this Section, [Ashby USA, LLC]/[ the Tanamera/Roripaugh Entities] shall provide such further
information, if any, as may be necessary to make the specifically required statements, in the light of the
circumstances under which they are made, not misleading.
Major Developers that are Affiliates of each other may, but are not required to, file a single Semi-
Annual Report covering all such entities. Any or all of the items listed above may be included by specific
reference to other documents which have been submitted to each of the Repositories or the Securities and
Exchange Commission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. [Ashby USA, LLC]/[The Tanamera/Roripaugh
Entities] shall clearly identify each such other document so included by reference. If a Property Owner
which was a Major Developer no longer meets the definition of Major Developer, no Semi-Annual Report
shall be required to be filed by or with respect to such Property Owner under this Section 3; provided,
however, that notice that the Property Owner does not meet the definition of Major Developer shall be
provided in the manner required for Semi-Annual Reports by the next succeeding date on which a Semi-
Annual Report would have been filed unless such fact has previously been reported under Section 3 or
Section 4.
Section 4. Reportinr ofI.isted Fvents. (a) Pursuant to the provisions of this Section 4, [Ashby
USA, LLC]/[the Tanamera/Roripaugh Entities] shall promptly give, or cause to be given notice of the
occurrence of any of the following events with respect to each Major Developer (other than any Major
Developer with respect to which [Ashby USA, LLC's]/[the Tanamera/Roripaugh Entities'] obligations
hereunder have been assumed in accordance with Section 5 or terminated in accordance with Section 6
hereof); provided, however, that, if such information is required from [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] as to another Major Developer which is not an Affiliate of [Ashby USA,
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LLC]/[the Tanamera/RoripaughEntities], [Ashby USA, LLC]/[the Tanamera/RoripaughEntities] shall only
be required to provide such information that it has actual knowledge of:
(i) Unless disclosed in the Official Statement or a prior Semi-Annual Report, any
conveyance by such Major Developer of any of its Property to an entity that is not an Affiliate of
such Major Developer, the result of which conveyance is to cause the transferee to become a Major
Developer. In addition, if the transferee has assumed any obligations of the Developer under this
Disclosure Agreement pursuant to Section 5 hereof, a copy of the executed Assumption Agreement
shall be attached to the Notice.
(ii) Any failure of such Major Developer, or any Affiliate of such Major Developer, to,
in the reasonable judgment of such Major Developer, pay when due general property taxes, special
taxes or assessments with respect to its Property.
(iii) Any denial or termination of credit, any denial or termination of, or default under,
any line of credit or loan or any other loss of a source of funds expected to be used for the Project
that would have a material adverse affect on such Major Developer's most recently disclosed
Financing Plan or Development Plan or on the ability of such Major Developer, or any Affiliate of
such Major Developer, to pay Special Taxes within the District when due.
(iv) The occurrence of an Event of Bankruptcy with respect to such Major Developer,
or any Affiliate of such Major Developer, that, in thereasonablejudgment of such Major Developer,
would have a material adverse affect on such Major Developer's most recently disclosed Financing
Plan or DevelopmentPlan or on the ability of such Major Developer, or any Affiliate of such Major
Developer that owns any portion of the Property, to pay Special Taxes within the District when due.
(v) Any significant amendments to land use entitlement approvals for such Major
Developer's Property, if such amendments, in the reasonable judgment of such Major Developer,
would prevent or significantly delay the implementation of such Major Developer's Development
Plan as described in the Official Statement or in any previous Semi-Annual Report.
(vi) Any previously undisclosed govemmentally-imposed preconditions to
commencement or continuation of development on such Major Developer's Property, if such
preconditions, in the reasonable judgment of such Major Developer, would prevent or significantly
delay such Major Developer's Development Plan as described in the Official Statement or in any
previous Semi-Annual Report.
(vii) Any previously undisclosed legislative, administrative or judicial challenges to
development on such Major Developer's Property, if such challenges, in the reasonable judgment
of such Major Developer, would prevent or significantly delay such Major Developer's Development
Plan as described in the Official Statement or in any previous Semi-Annual Report.
(viii) Any changes, in the reasonable judgment of such Major Developer, in the alignment,
design or likelihood of completion of significant public improvements affecting such Major
Developer's Property, including major thoroughfares, sewers, water conveyance systems and similar
facilities that, in the reasonable judgment of such Major Developer, would prevent or significantly
delay such Major Developer's Development Plan as described in the Official Statement or any
previous Semi-Annual Report.
(ix) The filing of any lawsuit against a Major Developer which, in the reasonable
judgment of such Major Developer, will adversely affect the completion of the development of
Property owned by such Major Developer, or litigation which if decided against the Major
Developer, in the reasonable judgment of the Major Developer, would materially adversely affect
the financial condition of the Major Developer.
(x) Any previously undisclosed information relating to endangered species, hazardous
substances or archaeological resources, which could have a significant impact on the Major
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Developer's ability to pay Special Taxes or to sell or develop all or any portion of the Major
Developer's Property.
(b) Whenever [ Ashby USA, LLCobtains ]/[the Tanamera/RoripaughEntities obtain knowledge
of the occurrence of a Listed Event, [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] shall promptly
notify the Dissemination Agent, the Fiscal Agent, the Participating Underwriter and the District in writing.
The Fiscal Agent shall report the occurrence pursuant to subsection (c) below. [Ashby USA, LLC]/[The
Tanamera/Roripaugh Entities] 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.
(c) If the Fiscal Agent has received notice of a Listed Event, the Fiscal Agent shall file a notice
of such occurrence with each Repository or the Municipal Securities Rulemaking Board and each State
Repository and shall provide a copy of such notice to each Participating Underwriter, to the Fiscal Agent and
to the District. A form of information cover sheet for municipal secondary market disclosure recommended
by the Municipal Securities Rulemaking Board is attached as Exhibit B.
Section 5. Assumotion of Obli!!ations. If any portion of the Property owned by [Ashby USA,
LLC]/[the Tanamera/Roripaugh Entities], or any Affiliate of[ Ashby USA, LLC]/[the Tanamera/Roripaugh
Entities], is conveyed to a Person such that, upon such conveyance, such Person will be a Major Developer,
all of the obligations of [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] hereunder with respect to
the Property owned by such Major Developer and its Affiliates shall be assumed by such Major Developer
or by an Affiliate. In order to effect such assumption, such Major Developer or Affiliate thereof shall enter
into an Assumption Agreement. A copy of the Assumption Agreement shall be provided to the Participating
Underwriter and to the Dissemination Agent, the Fiscal Agent and the District as set forth in Section 4(a)(i)
in the manner provided in Section 4(b) and 4(c). Notwithstanding the foregoing, there shall be no
requirement that a transferee enter into an Assumption Agreement provided that such transferee is an
Affiliate of [Ashby USA, LLC]/[ the Tanamera/Roripaugh Entities] pursuant to the Option Agreements (as
defined in the Official Statement), as such agreements may be amended.
Section 6. Termination ofR'Wortio~ Obligation. [Ashby USA, LLC's ]/[The Tanamera/Roripaugh
Entities'] obligations under this Disclosure Agreement with respect to a Major Developer shall terminate
upon the earliest to occur of (a) the date on which such Major Developer is no longer a Major Developer,
as defined herein, (b) the date on which [Ashby USA, LLC's]/[the Tanamera/Roripaugh Entities']
obligations with respect to such Major Developer are assumed under an Assumption Agreement entered into
pursuant to Section 5 hereof, or (c) the date on which all Special Taxes levied on any Property owned by
such Major Developer and its Affiliates are paid or prepaid in full; provided, however, that upon the
occurrence of any of the events described in clause (a) through (c) withrespectto a Major Developer, [Ashby
USA, LLC's ]/[the Tanamera/Roripaugh Entities'] obligations hereunder with respect to each other Major
Developer, if any, not previously terminated shall remain in full force and effect. All of [Ashby USA,
LLC's ]/[the Tanamera/Roripaugh Entities'] obligations under this Disclosure Agreement shall terminate,
except as provided in Section I I hereof, upon the earliest to occur of (x) the date on which no Property
Owner is a Major Developer, (y) the date on which (i) [Ashby USA, LLC]/[the Tanamera/Roripaugh
Entities] is no longer a Major Developer, and (ii) [Ashby USA, LLC is ]/[the Tanamera/Roripaugh Entities
are] no longer [has/have] any obligations under this Disclosure Agreement with respect to any remaining
Property as a result of the sale of Property to owners who are not Major Developers or such obligations
having been assumed under one or more Assumption Agreements entered into pursuant to Section 5 hereof,
or (z) the date on which all of the 2006 Bonds have been legally defeased, redeemed, or paid in full. Upon
the occurrence of any such termination prior to the final maturity of the 2006 Bonds, [Ashby USA, LLC]/[the
Tanamera/RoripaughEntities] shall give notice of such termination in the same manner as for a Listed Event
under Section 4 hereof.
Sectioo 7. Dissemination A~ent. The initial Dissemination Agent shall be U.S. Bank National
Association. [Ashby USA, LLC]/[The Tanamera/Roripaugh Entities] may, from time to time, appoint or
engage a Dissemination Agent to assist [it/them] in carrying out [its/their] obligations under this Disclosure
Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent. [Ashby USA, LLC]/[The Tanamera/Roripaugh Entities] may serve as Dissemination
Agent. The Dissemination Agent may resign by providing thirty (30) days' written notice to [Ashby USA,
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LLC]/[the Tanamera/Roripaugh Entities], the Authority and the Fiscal Agent (if the Fiscal Agent is not the
Dissemination Agent), such resignation to become effective upon acceptance of the appointment by a
successor Dissemination Agent. Upon receiving notice of such resignation, [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] shall promptly appoint a successor Dissemination Agent by an instrument in
writing, delivered to the Fiscal Agent. If no appointment of a successor Dissemination Agent shall be made
pursuantto the foregoing provisions of this Section within forty-five ( 45) days after the Dissemination Agent
shall have given to [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities], the Authority and the Fiscal
Agent written notice of its resignation, the Dissemination Agent may apply to any court of competent
jurisdiction to appoint a successor Dissemination Agent. Said court may thereupon after such notice, if any,
as such court may deem proper, appoint a successor Dissemination Agent. The Authority shall provide
[Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] and the Fiscal Agent with written notice of the
identity of any successor Dissemination Agent appointed or engaged by [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities]. The Dissemination Agent shall have no duty to prepare the Semi-Annual
Report nor shall the Dissemination Agent be responsible for filing any Semi-Annual Report not provided to
it by [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] in a timely manner and in a form suitable for
filing. If the Dissemination Agent is other than the Fiscal Agent, [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities] shall be responsible for paying the fees and expenses of the Dissemination
Agent for its services provided hereunder in accordance with its schedule of fees as amended from time to
time. If the Dissemination Agent is the Fiscal Agent, the District shall be responsible for paying the fees and
expenses of the Dissemination Agent for its services provided hereunder in accordance with its agreement
with the District.
Section8. Amendment Waiver. Notwithstanding any other provision ofthis Disclosure Agreement,
[Ashby USA, LLC]/[the Tanamera/Roripaugh Entities], the Dissemination Agent and the Fiscal Agent may
amend this Disclosure Agreement (and the Fiscal Agent shall agree to any amendment so requested by
[Ashby USA, LLC]/[ the Tanamera/RoripaughEntities ],providedthat the Fiscal Agent shall not be obligated
to enter into such amendment that modifies or increases its duties and obligations hereunder), and any
provision of this Disclosure Agreement may be amended or waived, provided that the following conditions
are satisfied:
(a) if the amendment or waiver relates to Sections 2( a), 3 or 4( a) hereof, it may only be
made in connection with a change in circumstances that arises from a change in legal requirements,
change in law, or change in the identity, nature, or status of an obligated person (as defined in the
Rule) with respect to the 2006 Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended orwaived, would, in the opinion
of Bond Counsel approved by the Authority, have complied with the requirements of the Rule at the
time of the primary offering of the 2006 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 the 2006
Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent
Agreement with the consent of owners of the 2006 Bonds, or (ii) does not, in the opinion of Bond
Counsel, materially impair the interests of owners or beneficial owners of the 2006 Bonds.
If the financial information or operating data contained within the Financial Statements to be
provided in the Semi-Annual Report or amendment or supplement thereto is amended pursuant to the
provisions hereof, the first Semi-Annual Report containing the operating data or financial information in
accordance with such amendment 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.
As required by the Rule, if an amendment is made to the provisions hereof specifying the accounting
principles to be followed in preparing Financial Statements, the financial 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
Statements, in order to enable investors to evaluate the ability of the Major Developer to generally meet its
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obligations. 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 hereof.
Section9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent
[Ashby USA, LLC]/[ the Tanamera/Roripaugh Entities] 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 Semi-Annual Report or notice of occurrence of a Listed Event, in
addition to that which is required by this Disclosure Agreement. If [Ashby USA, LLC]/[ the
Tanamera/Roripaugh Entities] [chooses/choose] to include any information in any Semi-Annual Report or
notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Agreement, [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] shall have no obligation under this
Disclosure Agreement to update such information or include it in any future Semi-Annual Report or notice
of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of [Ashby USA, LLC]/[the Tanamera/Roripaugh
Entities] or the Fiscal Agent to comply with any provision of this Disclosure Agreement, the Fiscal Agent
may (and, at the written direction of the Participating Underwriter or the owners of at least 25% aggregate
principal amount of Outstanding Bonds, and after adequate indemnification, shall), or any owner or
beneficial owner of the 2006 Bonds may, take such actions as may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities], 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 [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities], the
Dissemination Agent or the Fiscal Agent to comply with this Disclosure Agreement shall be an action to
compel performance.
Section I I. Duties Immunities and Liabilities of Fiscal A~ent and Dissemination A~ent. Neither
the Fiscal Agent nor the Dissemination Agent (if other than the Fiscal Agent or the Fiscal Agent in its
capacity as Dissemination Agent) shall have any responsibility for the content of any Semi-Annual Report.
The Dissemination Agent (if other than the Fiscal Agent or the Fiscal Agent in its capacity as Dissemination
Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement, and [Ashby
USA, LLC agrees ]/[ the Tanamera/RoripaughEntities agree] to indemnify and save the Dissemination Agent
(if other than the Fiscal Agent), its officers, directors, employees and agents, harmless against any loss,
expense and liabilities which it or they may incur arising out of or in the exercise or performance of their
powers and duties hereunder, including the reasonable costs and expenses (including attorneys fees) of
defending against any claim of liability with counsel approved by [Ashby USA, LLC]/[the
Tanamera/Roripaugh Entities], which approval shall not be unreasonably withheld, but excluding losses,
expenses and liabilities due to such Dissemination Agent's negligence, willful misconduct or failure to
comply with any provision of this Disclosure Agreement. The obligations of [Ashby USA, LLC]/[the
Tanamera/RoripaughEntities] under this Section shall survive resignation or removal of such Dissemination
Agent and payment of the 2006 Bonds and the resignation or removal of the Fiscal Agent. Any action for
which indemnification is sought from [Ashby USA, LLC]/[the Tanamera/Roripaugh Entities] shall be
deemed an action on a contract (this Agreement) for which the provisions of Section 18 are applicable. All
of the protections from liability applicable to the Fiscal Agent shall apply to the Dissemination Agent. The
Dissemination Agent and Fiscal Agent shall have no responsibility for the preparation, review, form or
content of any Semi-Annual Report or any notice of a Listed Event. No provision of this Disclosure
Agreement shall require or be construed to require the Dissemination Agent or Fiscal 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 and Fiscal Agent may conclusively rely on the determination of [Ashby USA,
LLC]/[the Tanamera/Roripaugh Entities] 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. [Ashby USA, LLC's ]/[The Tanamera/Roripaugh Entities']
obligations under this Section shall survive the termination of this Disclosure Agreement.
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Section 12. Notices. Any notice or communications to or among any of the parties to this Disclosure
Agreement shall be given to all of the following and may be given as follows:
[If to Ashby USA, LLC: Ashby USA, LLC
470 East Harrison Street
Corona, California 92879
Telephone: (951) 898-1692
Telecopier: (951) 898-1693
Attention: Chief Financial Officer]/
If to the Tanamera
Entities:
If to the Community
Facilities District:
Temecula Public Financing Authority
Community Facilities District No. 03-02
(Roripaugh Ranch)
43200 Business Park Drive
Temecula, California 92590
Telephone: (951) 694-6430
Telecopier: (951) 694-6499
Attention: Finance Director
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) 615-6005
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) 615-6005
Telecopier: (213) 615-6199
Stone & Youngberg LLC
One Ferry Building
San Francisco, California 94111
Telephone: (415) 445-2300
Telecopier: (415) 445-2395
Attention: Municipal Research Department
Section 13. Beneficiaries. The Participating Underwriter and the owners and beneficial owners from
time to time of the 2006 Bonds shall be third party beneficiaries under this Disclosure Agreement. This
Disclosure Agreement shall inure solely to the benefit of [Ashby USA, LLC]/[the Tanamera/Roripaugh
Entities], the Fiscal Agent, the DisseminationAgent, the Participating Underwriter and owners and beneficial
owners from time to time of the 2006 Bonds, and shall create no rights in any other person or entity. Any
action by a beneficiary of this Agreement shall be subject to Section 18 below.
If to the
Participating
Underwriter:
Section 14. 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.
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Section IS. 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.
Section 16. Severability. In case anyone 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
unenforceability shall not affect any other provision hereof.
Section 17. State of California Law Governs. The validity, interpretation and performance of this
Disclosure Agreement shall be governed by the laws of the State of California.
Section 18. Attorneys' Fees In the event of the bringing of any action or suit by any Party
against another Party arising out of this Agreement, the Party in whose favor final judgment shall
be entered shall be entitled to recover from the other Party all costs and expenses of suit, including
reasonable attorneys' fees.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; EXECUTION PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the
date first above written.
[ASHBY USA, LLC,
a California limited liability company
By: Ashby Development Company, Inc.,
a California corporation, its Managing Member
By:
Justin K. Ashby, President
By: USA Investment Partners, LLC,
a Nevada limited liability company, its Member
By: USA Commercial Mortgage Company,
a Nevada corporation,
its non-Member Manager
By:
Joseph D. Milanowski, [Title]]/
[TANAMERAlRORIPAUGH, LLC,
a California limited liability company
Name:
Title:
TANAMERAlRORIPAUGH II, LLC,
a California limited liability company
Name:
Title:
TRADITIONS AT RORIPAUGH, LLC,
a California limited liability company
Name:
Title:]
G-I3
u.s. BANK NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Officer
U.S. BANK NATIONAL ASSOCIATION,
as Dissemination Agent
By:
Authorized Officer
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EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE SEMI-ANNUAL REPORT
Name of Obligated Person::
[Ashby USA, LLC, a California limited liability company]/
[Tanamera/Roripaugh, LLC, Tanamera/Roripaugh II, LLC and Traditions
at Roripaugh, LLC, each a California limited liability company
Name of Bond Issue:
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
2006 Special Tax Bonds
Date ofIssuance:
March -----' 2006
NOTICE IS HEREBY GIVEN that [Ashby USA, LLC has]/[Tanamera/Roripaugh, LLC,
Tanamera/Roripaugh II, LLC and Traditions at Roripaugh, LLC have] not provided a Semi-Annual Report
with respect to the above-named Bonds as required by Section 2 of the Continuing Disclosure Agreement,
dated as of March I, 2006, by and between [Ashby USA, LLC]/[Tanamera/Roripaugh, LLC,
Tanamera/Roripaugh II, LLC and Traditions at Roripaugh, LLC] and U.S. Bank National Association, as
Fiscal Agent. [Ashby USA, LLC]/[Tanamera/Roripaugh, LLC, Tanamera/Roripaugh II, LLC and Traditions
atRoripaugh, LLC] [anticipates/anticipate] thatthe Semi-Annual Report will be filed by
Dated:
U.S. Bank National Association, as Dissemination
Agent, on behalf of [Ashby USA,
LLC]I [T anamera/Rorip augh, LLC,
Tanamera/Roripaugh II, LLC and Traditions at
Roripaugh, LLC]
Authorized Officer
cc: Temecula Public Financing Authority
c/o City of Temecula
G-I5
EXHIBIT B
Municipal Secondary Market Disclosure
Information Cover Sheet
This cover sheet should be sent wifh all submissions made to the Municipal Securities Rulemaking Board, Nationally
Recognized Municipal Securities Information Repositories, and any applicable State Information Depository, whefher the
filing is voluntary or made pursuant to Securities and Exchange Commission Rule 15c2-12 or any analogous state statute.
See www.sec.gov/info/municipal/nrmsir.htm for list of current NRM:SIRs and Sills
IF THIS FILING RELATES TO A SINGLE BOND ISSUE:
Provide name of bond issue exactly as it appears on the cover of the Official Statement
(please include name of state where Issuer is located):
[INSERT ISSUE NAME, INCLUDING $ AMOUNT]
Provide nine-digit CUSIP@numbers'ifavailable, to which the information relates:
[INSERT CUSIP NUMBERS]
IF THIS FILING RELATES TO ALL SECURITIES ISSUED BY THE ISSUER OR ALL SECURITIES
OF A SPECIFIC CREDIT OR ISSUED UNDER A SINGLE INDENTURE:
Issuer's Name (please include name of state where Issuer is located):
Other Obligated Person's Name (if any):
(Exactly as it appears on the Official Statement Cover)
Provide six-digit CUSIP@ number(s)', if available, ofIssuer:
'(Contact CUSIP@'s Municipal Disclosure Assistance Line at 212.438.6518 for assistance with obtaining the
proper CUSIP" numbers.)
G-I6
TYPE OF FILING:
o Electronic (number of pages attached)
If information is also available on the Internet, give URL:
o Paper (number of pages attached)
WHAT TYPE OF INFORMATION ARE YOU PROVIDING? (CHECK ALL THAT APPL v)
A. 0 Annual Financial Information and Operating Data pursuant to Rule 15c2-12
(Financial information and operating data should not be filed \Vith the MSRB.)
Fiscal Period Covered:
B. 0 Audited Financial Statements or CAFR pursuant to Rule 15c2-12
Fiscal Period Covered:
Notice of a Material Event pursuant to Rule 15c2-12 (Check as appropriate)
c. 0
1.
2.
3.
4.
5.
D Principal and interest payment delinquencies
D Non-payment related defaults
D Unscheduled draws on debt service reserves
reflecting financial difficulties
D Unscheduled draws on credit enhancements
reflecting financial difficulties
D Substitution of credit or liquidity providers, or
fheir failure to perform
6. D Adverse tax opinions or events affecting the tax-
exempt status of the security
7. D Modifications to the rights of security holders
8. D Bond calls
9. D Defeasances
10. D Release, substitution, or sale of property securing
repayment of the securities
11. D Rating changes
D. 0 Notice of Failure to Provide Annual Financial Information as Required
E. 0 Other Secondary Market Information (Specify):
I hereby represent that I am authorized by the issuer or obligor or its agent to distribute this
information publicly:
Issuer Contact:
Name
Employer
Address
Telephone
Email Address
Title
Dissemination Agent Contact, if any:
Name
Employer
Address
City State _ Zip Code
Fax
Issuer Web Site Address
Title
City
State _ Zip Code
G-I7
Telephone
Email Address
Fax
Relationship to Issuer
Obligor Contact, if any:
Name
Employer
Address
Telephone
Email Address
Title
City State _ Zip Code
Fax
Obligor Web site Address
Investor Relations Contact, if any:
Name
Telephone
Title
Email Address
G-I8
APPENDIX H
FORM OF OPINION OF BOND COUNSEL
H-I
APPENDIX I
BOOK-ENTRY SYSTEM
The following description of the procedures and record keeping with respect to beneficial
ownership interests in the 2006 Bonds, payment of principal of and interest on the 2006 Bonds to
DirectParticipants, Indirect Participants or Beneficial Owners (as such terms are defined below) of
the 2006 Bonds, confirmation and transfer of beneficial ownership interests in the 2006 Bonds and
other Bond-related transactions by and betweenDTC, Direct Participants, IndirectParticipants and
Beneficial Owners of the 2006 Bonds is based solely on information Jurnished 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 should rely on theforegoing 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 2006 Bonds. The 2006 Bonds will be issued as fully registered securities registered
in the name of Cede & Co. (DTC's partuership nominee) or such other name as may be requested by
an authorized representative ofDTC. One fully registered 2006 Bond will be issued for each maturity
of the 2006 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 Y orkBanking 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 17 A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over
2 million issues of US. and non-US. equity issues, corporate and municipal debt issues and money
market instruments from over 85 countries that DTC's participants (the "Direct Participants") deposit
withDTC. 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 US. and non-US. 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 LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as
US. andnon-US. securities brokers and dealers, banks, trust companies and clearing corporations that
clear through or maintain a custodial relationship with a DirectParticipant, 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 2006 Bonds on DTC's records. The ownership interest of each
actual purchaser of each 2006 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 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 2006 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
I-I
certificates representing their ownership interests in the 2006 Bonds, except in the event that use of
the book-entry system for the 2006 Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are
registered in the name ofDTC's partnership nominee, Cede & Co. or such other name as requested
by an authorized representative of DTC. Tlie deposit of 2006 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 2006 Bonds; DTC's records
reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which
mayor may not be the Beneficial Owners. The Direct or Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
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 2006 Bonds may wish to
take certain steps to augment the transmissions to them of notices of significant events with respect
to the 2006 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2006
Bonds documents. For example, Beneficial Owners of 2006 Bonds may wish to ascertain that the
nominee holding the 2006 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 2006 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 2006 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 2006 Bonds are credited on the Record Date (identified in a listing
attached to the Omnibus Proxy).
Principal, redemption price and interest payment on the 2006 Bonds will be made to Cede &
Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants' accounts uponDTC's receipt offunds 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 DirectParticipants 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 2006 Bonds at
any time by giving reasonable notice to the Fiscal Agent. Under such circumstances, in the event that
a successor 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.
1-2
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 thereof.
Discontinuance ofDTC Services
Inthe event that (a) DTC determines notto continue to actas securities depository for the 2006
Bonds, or (b) the Authority determines that DTC shall no longer act and delivers a written certificate
totheFiscal Agentto that effect, then the Authority will discontinue the Book-Entry System withDTC
for the 2006 Bonds. If the Authority determines to replace DTC with another qualified securities
depository, the Authority will prepare or direct the preparation of a new single separate, fully
registered Bond for each maturity of the 2006 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 2006 Bonds, then the 2006 Bonds shall no longer be restricted to being
registered in the 2006 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 2006 Bonds shall designate.
In the event that the Book-Entry System is discontinued, the following provisions would also
apply: (i) the 2006 Bonds will be made available in physical form, (ii) principal of, and redemption
premiums if any, on the 2006 Bonds will be payable upon surrender thereof at the trust office of the
Fiscal Agent identified in the Fiscal Agent Agreement, and (iii) the 2006 Bonds will be transferable
and exchangeable as provided in the Fiscal Agent Agreement.
TheAuthority, 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 2006 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 oJ the principal of, redemption
price of or interest on the 2006 Bonds; (iii) the delivery of any notice which is permitted or required
to be Riven to registered owners under the FiscalAgentAgreement; (iv) the selection by DTC or any
DTC Participant of any person to receive payment in the event of a partial redemption of the 2006
Bonds; (v) any consent given or other action taken by DTC as registered owner; or (vi) any other
matter arising with respect to the 2006 Bonds or the Fiscal Agent Agreement. The Authority, the
District and the Fiscal Agent cannot and do not zive any assurances that DTC, DTC Participants or
others will distribute payments of principal oJ or interest on the 2006 Bonds paid to DTC or its
nominee, as 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. TheAuthority,
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 2006
Bonds or any error or delay relating thereto.
1-3
APPENDIX J
BOUNDARY MAP OF THE COMMUNITY FACILITIES DISTRICT
APPENDIX K
BUILDING PERMIT THRESHOLDS
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
Building Permit Thresholds
As of January 15, 2006
Building Permit Threshold!
Requirement
Status
Ashby USA, LLC's
Estimated
Date of
Completion"
Prior to the 1st Building Permit:
a.
Initially, prior to issuance of the l't building permit, complete flow-by detention
basins relating to Planning Areas 3, 4A and 4B.
Submit plans for structural protection from vegetation fires to the Fire Prevention
Bureau.
Complete.
Complete.
b.
Complete for Phase I; Murietta Hot
Springs Road serves as fuel buffer.
Phase I complete.
Phase I (planning Areas 1-4B, 6 (neighborhood park) and 32 (fire station)
Prior to the 34th Building Permit
a.
Provide secondrny access for each Planning Area to existing Murrieta Hot
Springs Road.
Complete.
Complete [PAVING
DURING FEBRUARY;
CONFIRM
COMPLETION BEFORE
PRINTING].
Prior to the 100th Building Permit
a.
Complete 0.3 acre mini-park site to the satisfaction of the Community Services
Director, including permanent utilities. [CONFIRM WHETHER TANAMERA
AND DAVIDSON NEED TO PAY EDISON FEES]
Complete.
Complete.
* As provided by Ashby USA, LLC. The City has reviewed Ashby USA, LLC's schedule and noted that the schedule assumes minimal completion delays and
weather delays. The City has indicated a completion range from March 2007 to September 2007. The Market Absorption Study and Appraisal assume
completion by September 2007.
K-l
Prior to the l08th Building Permit:
a.
Obtain permission from adjacent affected property ovvners to allow for grading
and any related driveway improvements necessrny to continue to allow legal
vehicular access on to Nicolas Road.
b.
Pay $2,000,000 for design and construction of a fire station and complete
construction of the fire station and acquire fire truck. City Manager must find
that the permanent fire station is substantially under construction and permanent
access to the fire station via Butterfield Stage Road, Murrieta Hot Springs Road
and via Calle Chapos between the fire stations' eastern most driveway and
Walcott lane will be completed concurrent with the opening of the fire station
and all other requirements fo the Development Agreement and Conditions of
Approval of the Land Use Entitlements for the issuance of the building permits
have been fulfilled
c.
Butterfield Stage Road - Construct half-width improvements from Murrieta Hot
Springs Road to the south project boundrny at Planning Area 32, including
construction of two full-width bridges within and over Santa Gertrudis Creek and
Long Valley Wash.
Butterfield Stage Road - Dedicate full-width right-of-way from the northern
project boundrny to Murrieta Hot Springs Road.
Butterfield Stage Road - full-width grading from northern project boundrny to
Murrieta Hot Springs Road.
Murrieta Hot Springs Road - Construct full-width improvements from east of
Pourroy Road at the northern project boundrny to the MWD pipeline property.
d.
e.
f
g.
Murrieta Hot Springs Road - Construct half-width improvements from the :tv1WD
pipeline property to Butterfield Stage Road.
h.
Nicolas Road - Offer a dedication for a 110 foot right-of-way from Butterfield
Stage Road to the west proj ect boundrny.
2 properties need to access Nicolas Road;
driveway construction by Ashby USA,
LLC is required.
$2 million paid, plus an additional $1.1
million paid subject to reimbursement after
Bond proceeds are received; contract
awarded and notice to proceed issued.
Rough grading [65%] complete; bid
package is ready; Resource Agencies *
approval obtained.
Dedication complete.
Grading complete.
Rough grading complete; underground
utilities complete; remaining
improvements in construction.
Rough grading complete; underground
utilities installation complete; street
improvements under contract.
Dedication complete in Final Tract Map
29353-2; acceptance of dedication upon
completion of improvements
Estimated receipt of
permission in the 1'1
quarter of 2006.
Estimated fire station
completion Februrny 2006.
Operation subject to Ashby
USA, LLC completion of
other improvements,
including all required road
access.
Estimated completion in
the 3rd quarter of 2006.
Dedication complete.
Grading Complete.
Estimated completion in
the 20d quarter 2006.
Estimated completion in
the 3,d quarter 2006.
Offer of dedication is
complete; construction
completion estimated in the
Zd quarter of 2006.
* Resource Agencies include the California Department ofFish and Game, the Anny Corp of Engineers and the California Regional Water Quality Control
Board.
K-2
1.
Nicolas Road - Construct northerly half-width plus 10 feet from Butterfield Stage
Road to the western proj ect boundrny.
J
South Loop Road - Construct southerly half-width in front of fire station (Planning
Area 32).
k
Construct full width arch culverts for Santa Gertrudis Creek at Butterfield Stage
Road and North Loop Road.
Construct full width arch culverts for Long Valley Wash at Butterfield Stage
Road.
1.
ill.
Nicolas Road - Construct 40 foot improvements 450 feet east of the existing
Nicolas Road/Calle Girasol intersection to MWD ROW, including full-width
bridge over Santa Gertrudis Creek.1
Complete secondrny access for the Phase I area at one of
n.
(i) Nicolas/Calle Girasol intersection,
(ii) Calle Chapos, or
(iii) Butterfield Stage Road to Rancho California Road.
Prior to the 250th Building Permit:
a.
Complete park portion of the private recreation center in Planning Area 5 to the
satisfaction of the Community Services Director.
Rough grading completed; improvement
plans approved pending payment of fees;
contract for stonn drain awarded August
2005.
Rough grading completed; improvement
plans approved pending payment offees;
potential impact to fire station operation.
Plans approved; bid opened Februrny 21.
Plans approved; bid opened Februrny 21;
need access road easement from Property
Owner.
No grading yet; EMWD underground
utilities complete.
Completion of various facilities listed
elsewhere are expected to satisfy this
requirement.
Coordinating with Resource Agencies and
Flood Control District
Bid package under review
Plans for Butterfield Stage Road to Rancho
California Road are approved pending
recordation of easements required.
90% of construction has been completed.
Estimated completion in
the 3,d quarter of 2006.
Estimated completion in the
20d quarter of2006.
Estimated completion in
the 3'd quarter of 2006.
Estimated completion in
the 3'd quarter of 2006.
Estimated completion in
the 3'd quarter of 2006.
Estimated completion in
the 3'd quarter of 2006.
Estimated Completion
prior to Jan. 30,2007.
Estimated completion 3rd
quarter of 2006.
Estimated Completion on
or before Jan. 30, 2007
Estimated completion in
the 1'1 quarter of 2006.
1 Nicolas Road improvement east of the existing Nicolas Road/Calle Girasol intersection to MWD Right of Way is only required if Nicolas Road will serve as the
secondrny access. Ashby USA, LLC anticipates secondrny access will be satisfied by via Calle Chapos.
K-3
b.
Complete Santa Gertrudis Creek Detention Basin (in Planning Area 13),
including fencing, access roads, gates, slope areas and landscaping.
Prior to the 3S(}'t Building Permit:
a.
Complete the building and pool portion of the private recreation center in
Planning Area 5 to the satisfaction of the Community Services Director.
Prior to the 40(1h Building Permit:
a.
Complete 5.1 acre neighborhood park (Planning Area 6) including all permanent
utilities and the 90 day maintenance period and grant deed accepted by the City.
b.
"A" Street (Roripaugh Valley Road)- Construct full-width improvements from
Murietta Hot Springs Road to Buttemeld Stage Road.
"B" Street (Fiesta Ranch Road)- Construct full-width improvements from
Nicolas Road to "A" Street (Roripaugh Valley Road).
North Loop Road - Construct a full-width bridge over and within Santa Gertrudis
Creek and connect the bridge to Butterfield Stage Road with full width
improvements.
c.
d.
e. Construct the following traffic signals and related intersection improvements:
1. Traffic signal at the intersection of Pourroy Road and Murrieta Hot Springs Road.
2. Traffic signals may be required, as warranted, at the two other project entrances
from Murrieta Hot Springs Road located to the east and west of the Pourroy Road
main project entrance.
K-4
Part of stonn drain plan in process with
Riverside County Flood Control and Water
Conservation District, bid package is ready
pending recordation of required easements
for other facilities. [ PETE THINKS THIS
WAS ELIMINATED BY
HYDOROLOGYSTUDY; LAND
DEVELOPMENT DIVISION IS
CHECKING;]
98% complete. plastering and filling of
pool on hold until sufficient residents are
in the community
Rough grading 100% complete; Park plans
approved; bids opened January 2006;
construction commencing March 2006.
90% complete; dry utility sidewalk and
striping improvements not complete.
90% complete; dry utility sidewalk and
striping improvements not complete.
Minor grading completed; bid opened
February 21,2006.
bid being awarded.
City will install if the City determines it is
appropriate.
Estimated completion in
the 20d quarter of 2006.
Estimated completion in
the 3rd quarter of 2006.
Estimated completion in
the 3,d quarter of 2006.
Estimated completion in
the 20d quarter of 2006.
Estimated completion in
the 20d quarter of 2006.
Estimated completion in
the 3,d quarter of 2006.
Estimated completion in
the 20d quarter of 2006.
City will install if the City
determines it is
appropriate.
f
Complete nature walk and adjacent landscape areas (Lot 36), including all
permanent utilities and the 90 day maintenance period and grant deed accepted
by the City. Complete the trail in Planning Area 7 A and the trail between
Planning Areas 4B and 6.
PHASE II (Planning Areas 10, 11, 12, 14 - 24, 27 - 31, 33A and 33B2
Prior to the issuance of any building permit in Phase II, the following improvements
must be completed:
a.
Complete acquisition of right of way for the off-site or County portions of
Butterfield Stage Road.
b.
Construct Santa Gertrudis Creek Channel from the arch culvert/bridge crossing
Butterfield Stage Road westerly to the confluence with the existing Santa
Gertrudis Creek.
c.
Butterfield Stage Road - Construct remaining half-width improvements from
Murrieta Hot Springs Road to the south project boundrny at Planning Area 32,
including construction of two full-width bridges within and over Santa Gertrudis
Creek and Long Valley Wash.
Murrieta Hot Springs Road - Construct remaining half-width improvements from
the MWD pipeline property to Butterfield Stage Road.
d.
e.
North Loop Road - Construct full-width improvement from the bridge structure at
North Loop Road/Santa Gertrudis Creek crossing to the Long Valley Wash
Bridge structure at South Loop Road.
Nature walk 90% complete; Planning Area
7 A trail 90% complete; trail between
Planning Areas 4B and 6 not yet started;
revised landscaping plans for the Phase I
perimeter slopes are required by the City
Planning Department.
Easements acquired except for two
property O\VIlers (Developer has asked the
City to assist with the acquisition of these
easements); grading bid package in
process.
Bid package is ready pending Flood
Control District approval of plan which is
waiting for execution of easements on
other facilities.
See item c of lOSth Building Permit
threshold. Completion of bridge and street
improvements. Full width under
construction.
See item f of 1 OSlh Building Permit
threshold. Full width of Murrieta Hot
Springs Road is under construction.
Mass grading 100% complete; public and
private portions are each in final plan
check; bid packages are being prepared for
public section.
Estimated completion in
the 3rd quarter of 2006.
Estimated completion in
the 4ili quarter of 2006.
Estimated completion in
the 3'd quarter of 2006.
Estimated completion in
the 3,d quarter of 2006.
Estimated completion in
the 20d quarter of 2006.
Estimated completion in
the 3'd quarter of 2006.
2 A Specific Plan amendment was approved by the City Council in January 2005 increasing the permit threshold from prior to the SlOth building permit to prior
to the 516th building permit
K-S
f
South Loop Road - Construct the full width bridge structure crossing Long Valley
Wash and construct full width street improvements from the bridge to gatehouse
(private road improvements).
g.
Nicolas Road - Construct remaining improvements from Butterfield Stage Road
to western proj ect boundary.
Construct specified traffic signals and related intersection improvements at
Butterfield Stage Road at (i) Murrieta Hot Springs Road, (ii) Nicolas Road and
(iii) Calle Chapos.
Butterfield Stage Road - Construct full width improvement from the southern
project boundary at Planning Area 32 to Rancho California Road, excluding any
existing improvements.
h.
1.
J
Nicolas Road - Construct 40 foot improvement from 450 feet east of the existing
Nicolas Road/Calle Girasol intersection to Liefer Road, including the full width
bridge structure over Santa Gertrudis Creek.
Calle Girasol and the Nicolas Road/Calle Girasol intersection - relating to the
ultimate intersection with Nicolas Road, including right-of-way acquisition.
k
1.
Calle Chapos - Construct 38 foot width on center improvements from Butterfield
Stage Road to the existing paved terminus at Walcott Lane.
Winchester Road at Nicolas Road traffic signal with the ultimate lane
configurations.
ill.
n.
Butterfield Stage Road at Rancho California Road traffic signal with the ultimate
lane configurations.
Submit plans for structural protection from vegetation fires to the Fire Prevention
Bureau.
o.
K-6
Mass grading 60% complete; bridge
contract awarded; public and private
portions of improvement plans are each in
final plan check
See Item (i) of l.OSili Building Permit
threshold.
Traffic signal plans approved.
Improvement plans approved pending right
of way acquisition - See item a of Phase
II; Shea Homes Limited Partnership has
built 2 lanes of paving in front of its
development at La Serena; bid package
under review; easement acquisition of 2
parcels may impact schedule.
Portions of road plans approved; charmel
and bridge design in process; EIR
amendment in process.
Offers of dedication in process; requires
payment of acquisition costs; portions of
road plans approved and other plan
revisions in process; EIR amendment in
process.
Rough grading 80% complete.
Plan approved with minor revisions; in
process of obtaining property ovvner
acceptance of easement.
Engineering plans in plan check.
Proposed fuel modification plan is street
layout included in a draft Tentative Map
for Phase II Planning Areas; the proposed
plan is subject to review by the Fire
Prevention Bureau once submitted.
Estimated completion in
the 3,d quarter of 2006.
Estimated completion in
the 3'd quarter of 2006.
Estimated completion in
the 4ili quarter of 2006.
Estimated completion in
the 4ili quarter of 2006.
Estimated completion prior
to January 30, 2007.
Estimated completion prior
to January 30, 2007.
Estimated completion in
the 20d quarter of 2006.
Estimated completion in
the 4ili quarter of 2006.
Estimated completion prior
to January 30, 2007.
Phase II estimated
completion in the 2nd
quarter of 2006.
p.
Complete sewer in Nicolas Road in accordance with Eastern Municipal Water
District requirements.
Prior to the 70lf' Building Permit:
a. Complete the 19.7 acre sports park site (Planning Area 27), satisfy the 90 day
maintenance period and grant deed accepted by the City.
b.
Complete the rivervvalk multi-use trails on both sides of Long Valley Wash.
Prior to the 80lf' Building Permit:
a. Complete park portion of the private recreation center in Planning Area 30 and
satisfy the 90 day maintenance period and grant deed acceptable to the City.
Prior to the 1,15l1h Building Permit:
a. Complete the building and pool portion of the private recreation centers in
Planning Areas 27 and 30.
Sewer complete from Liefer Road to the
west proj ect boundary.
Graded to 100% of mass graded condition;
park plans submitted; conceptual design
approved by TCSD; bid package being
prepared.
Final revisions submitted to Riverside
Flood Control.
Plans in review by City Planning Dept.
Plans in review by City Planning Dept.
Estimated completion in the
20d quarter of2006.
Estimated completion prior
to January 30, 2007.
Estimated completion prior
to January 30, 2007.
Estimated completion prior
to January 30, 2007.
Estimated completion prior
to January 30, 2007.
[THIS PAGE INTENTIONALLY LEFT BLANK]
BOND PURCHASE AGREEMENT
CFD 03-3 (RORIPAUGH RANCH)
$
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH)
2006 SPECIAL TAX BONDS
BOND PURCHASE AGREEMENT
March -----' 2006
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 behalf of Temecula Public Financing Authority Community Facilities District
No. 03-02 (RoripaughRanch) (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 Bonds
(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. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds (the "2006
Bonds") in the aggregate principal amount of $ . The 2006 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 1,2006) and mature on September 1,2035. The purchase price for the 2006
Bonds shall be as set forth in Exhibit A hereto.
The 2006 Bonds will be subject to demand for and mandatory purchase 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"), datedas of March 1,2006 (the "Fiscal Agent Agreement").
The 2006 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 2006 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. TPF A 2005-1 (the
"Ordinance") adopted by the Board of Directors of the Authority (the "Board") on January 25, 2005,
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 2006 Bonds shall be applied
(i) to finance 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 2006 Bonds for a limited period of time, (iv) to pay certain administrative expenses
TEMRRBPAo.\\pd!LRf424
of the District, (v) to pay the costs of issuing the 2006 Bonds, and (vi) to establish a Reserve Fund for the
2006 Bonds.
(b) Pursuantto the authorization of the Authority, the Underwriter has distributed copies
of the Preliminary Official Statement, dated March _, 2006, relating to the 2006 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 2006 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
2006 Bonds by the Underwriter.
(c) At 8 :00 A.M., Los Angeles time, on March -----' 2006, 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 2006 Bonds in temporary or
definitive form, bearing CUSIP" 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 2006 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 2006 Bonds in temporary form upon making
arrangements with the Authority which are satisfactory to the Underwriter relating to the delivery of the 2006
Bonds in definitive form. The 2006 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 2006 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 2006 Bonds in accordance with the terms of this
Bond Purchase Agreement.
(d) The Underwriter agrees to offer all the 2006 Bonds to the public initially at the
prices set forth in Exhibit A hereto. Subsequent to the initial public offering of the 2006 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 2006 Bonds. The 2006 Bonds may be offered and sold to certain
dealers at prices lower than such initial public offering prices.
2. Reoresentations. Warranties and AQreements of the Authoritv. 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 2006 Bonds
and the District Documents (as defined below) and to perform its obligations under the 2006 Bonds and the
District Documents, (iii) to issue, sell and deliver the 2006 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
2
TEMRRBPAo.\\pd!LRf424
Statement, the 2006 Bonds and the District Documents. For purposes of this Bond Purchase Agreement,
Resolution No. TPF A 04-08 adopted by the Board on August 24, 2004 stating the intention to establish the
District, Resolution No. TPF A 04-09 adopted by the Board on August 24,2004 stating the intention to incur
bonded indebtedness, Resolution No. TPFA04-1O adopted by the Board on September 28, 2004 amending
the Resolution No. TPF A 04-08 and TPF A 04-09, Resolution No. TPF A 04-11 adopted by the Board on
December 7, 2004 continuing the public hearing to January 11, 2005, Resolution No. TPFA 05-01
establishing the District and authorizing the levy of the Special Tax within the District, Resolution No. TPF A
05-02 adopted by the Board on January 11, 2005 declaring the necessity to incur bonded indebtedness,
Resolution No. TPFA 05-03 adopted by the Board on January 11, 2005 calling for a special election in the
District, Resolution No. TPF A 05-04 adopted by the Board on January 11,2005 declaring the results of the
election, and the Resolution adopted by the Board on January 11, 2005 authorizing the issuance of the 2006
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 Agreement"),
dated as of March 1, 2006, 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 ofJanuary 1,2005, byand between the Authority and Ashby USA,LLC,
a California limited liability company ("Ashby USA, LLC''), the Joint Community Facilities Agreement -
City (the "Joint Community Facilities Agreement - City''), dated as of January 1, 2005, 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 ofJanuary 1, 2005, by
and between the Temecula 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 [December] 1,2004, by and among the Temecula Public Financing Authority,
Eastern Municipal Water District ("EMWD") and Ashby USA, LLC, a California limited liability company
("Ashby USA, LLC''), the Joint Community Facilities Agreement (Street Improvements) (the "Joint
Community Facilities Agreement - County Transportation"), dated as of [November] 1,2004, by and among
the County of Riverside, the City, the Authority and Ashby USA, LLC, and the Joint Community Facilities
Agreement (Flood Control Improvements) (the "Joint Community Facilities Agreement - RCFCWCD"),
dated as of [November] 1,2004, by and among Riverside County Flood Control and Water Conservation
District, the County, the Authority, and Ashby USA, 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 2006 Bonds with the 2006 Bonds, the District Documents
and the Act and the Authority will continue to comply with the covenants of the Authority contained in the
2006 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 2006 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 2006 Bonds to acquire public improvements), and at the Closing Date the 2006
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 2006 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
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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,
orunder any loan agreement, note, resolution, indenture, fiscal agent agreement, contract, agreement or other
instrumentto 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 2006 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 subjector bound a consequence of which could be to materially and adversely affect
the ability of the Authority to perform its obligations under the 2006 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 2006 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 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 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 2006 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 2006 Bonds or the
DistrictDocuments 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 2006 Bonds, the Procedural Resolutions, the Ordinance and the Dis trict
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 2006 Bonds will be validly
issued and outstanding;
(h) The Special Tax constituting the security for the 2006 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 captions "PROPERTY
OWNERSHIP AND DEVELOPMENT - Direct and Overlapping Debt,"" - Overlapping Assessment and
Community Facilities Districts" and" - Other Overlapping Direct Assessments," there are no outstanding
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assessmentliens or special tax liens levied by the Authorityfor 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 lienreferred to in paragraph 1( 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 "PROPERTY OWNERSHIP AND DEVELOPMENT," 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 "PROPERTY OWNERSHIP AND DEVELOPMENT -
Ashby USA, LLC,"" - Continental Residential, Inc.,"" - Davidson Roripaugh Ranch 122 LLC,"" - The
Tanamera/Roripaugh Entities," and" - KB Home Coastal" as to which the Authority and the District shall
not be required to express any view) does not and, as of the Closing Date, will not contain any untrue or
misleading statement of a material fact or omit to state any 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;
(k) After the Closing Date and until the date which is twenty-five (25) days after the
underwriting period (as defined below) (i) the Authority will not adopt any 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 2006 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 form and substance satisfactory to counsel for the Underwriter) which will amend
or supplement the Official Statement so that it will not contain an 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 2006 Bonds, not misleading. The costs of preparing any 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 2006 Bonds to the Underwriter or (ii) the Underwriter does not
retain an unsold balance of the 2006 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;"
(I) TheFiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and
any other amounts (including proceeds of the sale of the 2006 Bonds) held in the 2006 Bond Fund and the
Special Tax Fund established pursuant to the Fiscal Agent Agreement, subject in all cases to the provisions
of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and
conditions set forth therein;
(m) 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 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 affectthe ability of the Authority to perform its obligations under the 2006 Bonds or
5
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the DistrictDocuments, or (ii) seeking to restrain or to enjoin the development of the land within the District,
the issuance, sale or delivery of the 2006 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 2006 Bonds, or the pledge thereof, or in any way contesting or
affecting the validity or enforceability of the 2006 Bonds, the District Documents, any other instruments
relating to the development of any of the property within the District, or any 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 2006 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 2006
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 furnish such information, execute such instruments and take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the
Underwriter to qualify the 2006 Bonds for offer and sale under the "Blue Sky" or other securities laws and
regulations of such states and other jurisdictions of the United States of America as the Underwriter may
desiguate; 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;
(0) Any certificate sigued 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 2006 Bonds as set forth
in and for the purposes specified in the Fiscal Agent Agreement;
(s) The Authority 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)(I) 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
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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 2006 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 2006 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 2006 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 circumstances under which they were made, not misleading.
(c) Between the date hereof and the Closing Date, the market price or marketability of
the 2006 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 2006 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 of America, 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 beenreferred 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 federalincome taxation upon the interest as would be received by the owners
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of the 2006 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 2006 Bonds, or the 2006 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 2006 Bonds, or of the 2006 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 Yorkor 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 interestthereon) or the
validity or enforceability 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 of America shall be
rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market
price of the 2006 Bonds;
(8) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any govemmental authority or by any national
securities exchange which restrictions materially adversely affect the Underwriter's ability to market
the 2006 Bonds; or
(9) the United States of America 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
8
TEMRRBPAo.\\pd!LRf424
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 of America,
being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely
the ability of the Underwriter to market the 2006 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 (which may be in an electronic form), 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;
(7) Executed copies of the Joint Community Facilities Agreement - City, the
Joint Community Facilities Agreement - TCSD, the Joint Community Facilities
Agreement - EMWD, the Joint Community Facilities Agreement - County
Transportation, 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
AppendixH 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 2006 Bonds are not subjectto 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
maybe 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 2006 Bonds,"
"INTRODUCTION - Tax Exemption," "THE 2006 BONDS," "SECURITY FOR THE 2006
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" are accurate insofar as such statements expressly summarize certain provisions of the 2006
Bonds, the Fiscal Agent Agreement and such firm's opinion concerning certain federal tax matters
9
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relating to the 2006 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 Ashby USA, LLC, the Merchant Builders (as
defined in the Official Statement), Pillsbury Winthrop LLP, as counsel to Ashby USA, LLC and as
counsel to the Tanamera/Roripaugh Entities, 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 any financial, statistical, economic,
engineering, or demographic data or forecasts, numbers charts, tables, graphs, maps, estimates,
projections, assumptions or expressions of opinion, or any information about feasibility, valuation,
appraisals, market absorption, real estate, archaeological, or environmental matters, the Appendices
to the Official Statement or any information about debt service requirements, book-entry, The
Depository Trust Company, or tax exemption contained in the Official Statement);
(11) An opinion, dated the ClosingDate 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 California;
(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 2006 Bonds and
to perform all of its obligations under the 2006 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 under the Bond Purchase
Agreementor under the 2006 Bonds or the DistrictDocuments or seeking to restrain or to enjoin the
development of property within the District, the issuance, sale, or delivery of the 2006 Bonds or the
exclusion from gross income for federal income tax purposes or State personal income taxes of
interest on the 2006 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 2006 Bonds, or in any way contesting or affecting the validity or enforceability of the
2006 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
10
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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 orregnlation 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 2006
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 2006 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 2006
Bonds or any District Documents; and
(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, Ashby USA, 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 orexpressions of opinion, or any information about valuation or appraisals,
or any information about Ashby USA, LLC or the Merchant Builders (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 2006
Bonds and the DistrictDocuments at or prior to the Closing Date in order to issue the 2006 Bonds;
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(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 2006 Bonds
are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986,
as amended;
(14) An opmlOn 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) TheFiscal 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, the Developer Continuing Disclosure
Agreement (Ashby USA, LLC) and the Developer Continuing Disclosure Agreement
(Tanamera/Roripaugh Entities) (collectively, the "Developer Continuing Disclosure Agreements"
and together with the District Continuing Disclosure Agreement, the "Continuing Disclosure
Agreements") dated as of March 1, 2006, by and among U.S. Bank National Association, in its
capacity as Fiscal Agent and Dissemination Agent, and Ashby USA, LLC
(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 againsttheFiscal 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
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 2006
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 2006
Bonds, or the Fiscal Agent Agreement;
12
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(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) Subjectto the provisions of the Fiscal Agent Agreement, the Fiscal Agentwill apply
the proceeds from the 2006 Bonds to the purposes specified in the Fiscal Agent Agreement;
(iii) The2006 Bonds have been duly and validly authenticated onbehalfofFiscal Agent;
(iv) To the best knowledge of the Fiscal Agent, no consent, approval, authorization or
other action by any govemmental orregulatory authority having jurisdiction over the Fiscal Agent
that has not been obtained is or will be required for the authentication of the 2006 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 2006 Bonds and the acceptance and
performance of the obligations created by the Fiscal Agent Agreement;
(v) There is no action, suit, proceeding, inquiry 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 2006 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, orthe Continuing Disclosure Agreements or any action ofthe 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;
(vi) To the best knowledge of the Fiscal Agent, 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) To the best knowledge of the Fiscal Agent, the authentication of the 2006 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;
13
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(16) Certificates dated the date ofthe Preliminary Official Statement from Ashby
USA, LLC and the MerchantBuilders, together with bring-down certificates dated the Closing Date
and the certificates dated March _, 2006 relating to Rule 15c2-12, in substantially the forms
attached hereto in Exhibit B;
(17) Good standing certificates for Ashby USA, LLC 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) Executed copy of each Developer Continuing Disclosure Agreement;
(19) An opinion, dated the Closing Date, addressed to the Authority, the City and
the Underwriter of Pillsbury Winthrop LLP, counsel on behalf of Ashby USA, LLC in substantially
the form attached hereto as Exhibit C-l and an opinion, dated the Closing Date, addressed to the
Authority, the City and the Underwriter of Pillsbury Winthrop LLP, counsel on behalf of the
Tanamera/Roripaugh Entities in substantially the form attached hereto as Exhibit C-2;
(20) The certificates dated on or before the Closing Date of the lenders
(including Ashby USA, LLC where Ashby USA, LLC has acted as a lender to a Merchant Builder)
to Ashby USA, LLC and the Merchant Builders which have a loan secured by property within the
District in substantially the form attached hereto as Exhibit D or other evidence provided by Ashby
USA, LLC, the Merchant Builders 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 David Taussig & Associates, Inc. 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 2006
Bonds, provided that acreage and number of units supplied by the District, by Ashby USA, LLC, or
by any of their agents, which has been relied upon by David Taussig & Associates, Inc. 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 2006 Bonds for each such Fiscal Year, assuming that
the net taxable acreage and projected development figures provided to David Taussig & Associates,
Inc. by Ashby USA, LLC are true and correct, (iii) the description of the Rate and Method of
Apportionment of the Special Taxes contained in the section captioned "INTRODUCTION -
Professionals Involved in the Offering," "SECURITY FOR THE 2006 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 2006 Bonds," "SECURITY FOR THE 2006
BONDS - Special Taxes," "SECURITY FOR THE 2006 BONDS - Rate and Method,"
"PROPERTY OWNERSHIP AND DEVELOPMENT - Estimated Special Tax Allocation by
Property Ownership," "PROPERTY OWNERSHIP AND DEVELOPMENT - Estimated Value-to-
Lien Ratios," "BONDOWNERS' RISKS - Levy and Collection of the Special Tax; Insufficiency
of the Special Tax," "BONDOWNERS' RISKS - Exempt Properties," and in the Tables of the
Official Statement captioned "Table 1 Temecula Public Financing Authority Community Facilities
District No. 03-02 (Roripaugh Ranch) Property Ownership and Development Status, and Table 4
TemeculaPublic Financing Authority Community Facilities District No. 03-20 (Roripaugh Ranch)
14
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Owners of Taxable Property as of January 15, 2006 and Estimated Allocation of Special Tax
Liability Fiscal Year 2006--D7," "Table 6 Temecula Public Financing Authority Community
Facilities District No. 03-02 (Roripaugh Ranch) Estimated Value-to-Lien Analysis Assuming
Current Status of Development (As of January 15, 2006 Appraisal Date of Value)," "Table 7
TemeculaPublic Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch)
Estimated Value-to-Lien Analysis at Build-Out (Utilizing Appraisal Values)" 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 untrue 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) Acertificate from Canty Engineering Group, Inc. to the effect 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 "PROPERTY OWNERSHIP AND
DEVELOPMENT - Direct and Overlapping Debt," "PROPERTY OWNERSHIP AND
DEVELOPMENT - Estimated Value-to-Lien Ratios," "PROPERTY OWNERSHIP AND
DEVELOPMENT -Overlapping Assessment and Community Facilities Districts," and in the Tables
of the Official Statement captioned "Table 5 Temecula Public Financing Authority Community
Facilities District No. 03-02 (Roripaugh Ranch) Detailed Direct and Overlapping Debt," "Table 6
TemeculaPublic Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch)
EstimatedValue-to-Lien Analysis Assuming Current Status of Development (As ofJanuary 15, 2006
Appraisal Date of Value)," "Table 7 Temecula Public Financing Authority Community Facilities
District No. 03-02 (Roripaugh Ranch) Estimated Value-to-Lien Analysis at Build-Out (Utilizing
Appraisal Values)" and the other data provided by Canty Engineering Group, Inc.. and included in
the Official Statement, do not, to my knowledge, contain any untrue 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;
(23) (i) The final appraisal report with a date of value ofJanuary 15,2006, (the
"Appraisal Report") of Stephen G. White, MAl (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 Ehereto, dated the Closing Date
and addressed to the Underwriter, the Authority and the District.
(24) Acertificate of the Market Absorption Consultant in substantially the form
of Exhibit F hereto, dated the Closing Date and addressed to the Underwriter, the Authority and the
District.
(25) A conformed or certified copy of the Notice of Special Tax Lien recorded
on January 14, 2005 as Document No. 2005-0039138, with the County Recorder and of the First
Amendment to Notice of Special Tax Lien recorded on , 2006;
(26) Certified copies of proceedings relating to formation of the District,
including a copy of the Procedural Resolutions and Ordinance No. TPF A 2005-1, adopted on
January 25, 2005 levying the special taxes in accordance with the Rate and Method of
Apportionment of Special Taxes;
(27) Evidence that the federal tax information Form 803 8-G has been prepared
for filing;
15
TEMRRBPAo.\\pd!LRf424
(28) Copies of filings with the California Debt and Investment Advisory
Commission relating to the issuance of the 2006 Bonds;
(29) Copies of the Letters of Credit provided on behalf of Ashby USA, LLC and
on behalf of the Tanamera/Rorpipaugh Entities; and
(30) Such additional legal opinions, certificates, instruments 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 Districttomake payment on the 2006 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 2006 Bonds contained in this Bond Purchase
Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the 2006
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 force and effect.
4. Fxpenses
Whether or not the 2006 Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the Authority shall
payor 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 2006 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 Canty Engineering Group,
Inc. the fees and expenses of David Taussig & Associates, Inc. and the fees and disbursements of the Fiscal
Agent for the 2006 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 2006 Bonds and any out-of-pocket disbursements of the Authority to be paid from the
proceeds of the 2006 Bonds; and
(b) The Authority shall be underno obligation to pay, and the Underwriter shall
pay, the cost of preparation of any "Blue Sky" or legal investment memoranda; expenses to qualify the 2006
Bonds for sale under any "Blue Sky" or other state securities laws, the fees, if any, payable to the California
16
TEMRRBPAo.\\pd!LRf424
Debt and Investment AdvisoryCommission on account of the 2006 Bonds; CUSIP@ServiceBureaufees; and
all other expenses incurred by the Underwriter in connection with its public offering and distribution of the
2006Bonds (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
BondPurchase Agreement may be given by delivering the same in writing to the Temecula Public Financing
Authority, 43200 Business Park Drive, Temecula, California 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 Figneroa 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 2006 Bonds.
8. Fffective 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. Applicahle Law' Nonassignahility. 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 Countemarts. 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 AQreements. This Bond Purchase Agreement supersedes and replaces all
prior negotiations, agreements and understandings between the parties hereto in relation to the sale of2006
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.
17
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
13. Caoitalized 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.
ACCEPTED: March
,2006
Very truly yours,
STONE & YOUNGBERG LLC
By:
Managing Director
TEMECULAPUBLIC FINANCING AUTHORITY FOR
AND ON BEHALF OF THE TEMECULA PUBLIC
FmANCmGAUTHORITYCO~TYFAOLITffiS
DISTRICT NO. 03-02 (RORIP AUGH RANCH)
By:
18
TEMRRBPAo.\\pd!LRf424
Maturity Date
(September 1)
Serial Bonds:
9/1/2006
9/1/2007
9/1/2008
9/1/2009
9/1/2010
9/1/2011
9/1/2012
9/1/2013
9/1/2014
9/1/2015
9/1/2016
9/1/2017
9/1/2018
9/1/2019
9/1/2020
9/1/2021
9/1/2022
9/1/20XX
Term Bonds:
9/1/20XX
Term Bonds:
9/1/2035
TotalIssue
EXHIBIT A
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIPAUGH RANCH)
2006 SPECIAL TAX BONDS
MATURITY SCHEDULE
Principal
Amount
Interest
Rate
Yield
Price
$
%
%
$
The purchase price of the 2006 Bonds shall be $ (which is the principal amount 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 2006 Bonds because the 2006
Bonds are dated the closing date.
A-I
TEMRRBPAo.\\pd!LRf424
EXHIBIT B
ASHBY USA, LLC AND MERCHANT BUILDERS' CERTIFICATES
(Including 15c2-12 Certificates, POS Certificate and Closing Certificate)
(The Certificates of Ashby USA, LLC are attached hereto; the Certificates of the Merchant Builders will be
substantially the same as the Ashby USA, LLC Certificates with appropriate changes to reflect such
Merchant Builders and the applicable agreements of such Merchant Builders)
B-1
TEMRRBPAo.\\pd!LRf424
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH)
2006 SPECIAL TAX BONDS
15c2-12 CERTIFICATE-ASHBY USA, LLC
March -----' 2006
Stone & Youngberg LLC
515 South Figueroa Street, Suite 1060
Los Angeles, California 90071
Re: Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
2006 Special Tax Bonds
Ladies and Gentlemen:
In connection with the proposed sale to you of Temecula Public Financing Authority (the
"Authority") Community Facilities District No. 03-02 (RoripaughRanch) (the "District'') 2006 Special Tax
Bonds (the "2006 Bonds"), the District has delivered to you a Preliminary Official Statement, dated March---,
2006, relating to the 2006 Bonds (the "Preliminary Official Statement''). Ashby USA, LLC, a California
limited liability company ("Ashby USA, LLC"), for purposes of compliance with Rule 15c2-12 of the
Securities and Exchange Commission, deems final as of its date the statements contained in the Preliminary
Official Statement relating to Ashby USA, LLC, the property owned by Ashby USA, LLC (the "Property"),
the proposed development of the Property, ownership of the Property, Ashby USA,LLC's development plan,
Ashby USA, LLC's financing plan, Ashby USA, LLC's lenders, if any, and the contractual arrangements of
Ashby USA, LLC (but excluding, in all cases, information on Continental Residential, Inc., Davidson
Roripaugh Ranch 122, LLC, Tanamera/Roripaugh, LLC, Tanamera/Roripaugh II, LLC, Traditions at
Roripaugh, LLC, KB Home Coastal Inc. and their respective development and financing plans), and under
the captions "INTRODUCTION - The Community Facilities District" (excluding therefrom the first two
paragraphs for which no certification is made), "CONTINUING DISCLOSURE - Ashby USA, LLC," "THE
COMMUNlTYF ACILITIES DISTRICT," "PROPERTY OWNERSHIP AND DEVELOPMENT" (excluding
therefrom information under the sub captions " - Continental Residential, Inc.," "- Davidson Roripaugh
Ranch 122, LLC,"" - The Tanamera/Roripaugh Entities,""KB Home Coastal Inc.," "Direct and Overlapping
Debt,"" - Estimated V alue-to-LienRatios,"" -Overlapping Assessment and Community Facilities Districts,"
"- Estimated Assessed V alue-to-LienRatios,"" - Transportation Uniform Mitigation Fee; Multiple Species
Habitat Conservation Plan,"" - Market Absorption Study" and" - Appraised Property Value" for which no
certification is made) except for the omission of no more than the following information: the offering prices,
interest rates, selling compensation, aggregate principal amount, principal amount per maturity, dates of
mandatory sinking fund payments, delivery dates and any other terms of the 2006 Bonds relating to such
matters. All capitalized terms used herein and not otherwise defined have the meanings ascribed to them in
the Certificate (the "Certificate") dated March _, 2006, delivered on behalf of Ashby USA, LLC in
connection with the delivery of the Preliminary Official Statement.
Very truly yours,
ASHBY USA, LLC,
a California limited liability company
By: Ashby Development Company, Inc.,
a California corporation,
its Managing Member
By:
Justin K. Ashby, President
By: USA Investment Partners, LLC,
a Nevada limited liability company
its Member
By: USA Commercial Mortgage Company,
a Nevada corporation,
Its non-Member Manager
By:
Joseph D. Milanowski, President
2
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH)
2006 SPECIAL TAX BONDS
CERTIFICATE OF ASHBY USA, LLC
March -----' 2006
To: Temecula Public Financing Authority on behalf of
Community Facilities District No. 03-02 (Roripaugh Ranch)
Stone & Youngberg LLC
Ladies and Gentlemen:
Reference is made to Temecula Public Financing Authority (the "Authority") Community
Facilities District No. 03-02 (Roripaugh Ranch) (the "District") 2006 Special Tax Bonds and to the Bond
Purchase Agreement to be entered into in connection therewith (the "Bond Purchase Agreement''). This
certificate is delivered pursuant to and in satisfaction of Section 3( d)( 16) of the Bond Purchase Agreement.
Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Bond
Purchase Agreement.
The undersigned certify that they are familiar with the facts herein certified, have authority
and are qualified to certify the same as officers of the members of Ashby USA, LLC, a California limited
liability company ("Ashby USA, LLC"), and the undersigned, on behalf of Ashby USA, LLC further certify
as follows:
1. Ashby USA, LLC is duly organized and validly existing as a limited liability
company under the laws of the State of California, is in good standing in the State of California and
has the limited liability company power and authority (i) to execute and deliver this Certificate, to
execute and deliver at Closing (as defined in the Bond Purchase Agreement) the Developer
Continuing Disclosure Agreement (the "Developer Continuing Disclosure Agreement") dated as of
March 1, 2006, by and between Ashby USA, LLC and U.S. Bank National Association, as
Dissemination Agent and Fiscal Agent; (ii) to execute and deliver (a) the Acquisition Agreement,
dated as of March 1,2006, executed by and between the Authority and Ashby USA, LLC, (b) a Joint
Community Facilities Agreement (StreetImprovements) among the Authority, the County and Ashby
USA, LLC, (c) a Joint Community Facilities Agreement (Flood Control Improvements) among the
Riverside County Flood Control and Water Conservation District, the County, the City, the Authority
and Ashby USA, LLC: and (d) a Joint Community Facilities Agreement among the Authority, Eastern
Municipal Water District and Ashby USA, LLC (collectively, the "Developer Agreements"); and(iii)
to undertake all of the transactions on its part described in the Preliminary Official Statement and
contemplated by the Developer Continuing Disclosure Agreement and the Developer Agreements.
2. As set forth in the Preliminary Official Statement, certain property within the District
is owned by Ashby USA, LLC, and Ashby USA, LLC will develop such property for sale to merchant
builders. The property owned by Ashby USA, LLC is referred to herein as the "Property." Ashby
USA, LLC's current expectation is that Ashby USA, LLC shall remain the party responsible for land
use planning and backbone infrastructure of the Property. Ashby USA, LLC has not entered into an
agreement for development or management of the Property by any entity other than as described in
the Preliminary Official Statement.
3. Ashby USA, LLC has the authority to execute and deliver at Closing the Developer
Continuing Disclosure Agreement and has the authority to perform the obligations on its part to be
performed thereunder. Except as described in the Preliminary Official Statement with regard to
previous undertakings relating to Rule 15c2-12 of the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, to the Actual Knowledge of the Undersigned',
neither Ashby USA, LLCnor its Affiliates have materially failed within the past five years to provide
periodic continuing disclosure reports or notices of material events with respect to community
facilities districts or assessment districts in California. "Affiliate" of another Person (as defined
below) means (a) a Person directly or indirectly owning, controlling, or holding with power to vote,
15% or more of the outstanding voting securities of such other Person, (b) any Person 15% or more
of whose outstanding voting securities are directly or indirectly owned, controlled or held with power
to vote, by such other Person, and (c) any Person directly or indirectly controlling, controlled by or
under common control with such other Person; for purposes hereof, "control" means the power to
exercise a controlling influence over the management or policies of a Person, unless such power is
solely the result of an official position with such Person. "Person" means an individual, a
corporation, a partnership, an association, a joint stock company, a trust, any unincorporated
organization or a government or political subdivision thereof.
4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge
of the Undersigned (a) Ashby USA, LLC and its Affiliates are not in breach of or in default under any
applicable law or administrative regnlation of the State of California or the United States of America,
or any agency or instrumentality of either, which breach or default would in any way materially and
adversely affect the proposed Developer Continuing Disclosure Agreement, the Developer
Agreements or the ability of Ashby USA, LLC to pay special taxes levied on the Property (the
"Special Taxes''), and (b) to the Actual Knowledge of the Undersigned, no event has occurred and
is continuing which with the passage of time or giving of notice, or both, would constitute such a
breach or default; and to the Actual Knowledge of the Undersigned, the execution and delivery at
Closing by Ashby USA, LLC of the Developer Continuing Disclosure Agreement and compliance
with the provisions thereof will not conflict with or constitute a breach of or default under any law
or administrative regnlation applicable to Ashby USA, LLC.
5. Except as disclosed in the Preliminary Official Statement, (a) to the Actual
Knowledge of the Undersigned, Ashby USA, LLC and its Affiliates are not in breach of or in default
under any applicable judgment or decree or any loan agreement, option agreement, development
agreement, indenture, fiscal agent agreement, bond, note, resolution, agreement or other instrument
to which Ashby USA, LLC or its Affiliates are, or will upon issuance of the 2006 Bonds be, a party
or otherwise subject, which breach or default would in any way materially and adversely affect the
Developer Continuing Disclosure Agreement, the Developer Agreements or Ashby USA, LLC's
ability to develop the Property or to pay the Special Taxes, and (b) to the Actual Knowledge of the
Undersigned, no event has occurred and is continuing that with the passage of time or giving of
notice, or both, would constitute such a breach or default; and the execution and delivery at Closing
by Ashby USA, LLC of the Developer Continuing Disclosure Agreement and compliance with the
provisions thereof will not conflict with or, constitute a breach of or default under any judgment,
, As used in this certificate, the phrase "Actual Knowledge of the Undersigned" shall mean the knowledge
that the undersigned currently have or have obtained from interviews with such officers and responsible employees
of Ashby USA, LLC and members of Ashby USA, LLC as the undersigned have determined are likely, in the
ordinary course of their respective duties, to have knowledge of the matters set forth herein Other than as set forth
in the immediately preceding sentence, with your permission, the undersigned have not conducted any additional
inspection or inquiry.
2
decree, loan agreement, indenture, fiscal agent agreement, bond, note, resolution, agreement or other
instrumentto which Ashby USA, LLC or its Affiliates is a party or otherwise subject which breach
or default would in any way materially and adversely affect the Developer Continuing Disclosure
Agreement or Ashby USA, LLC's ability to develop the Property or its ability to pay the Special
Taxes.
6. Except as described in the Preliminary Official Statement, there are no material loans
outstanding and unpaid and no material lines of credit of Ashby USA, LLC or its Affiliates that are
secured by an interest in the Property.
7. Except as set forth in the Preliminary Official Statement, no claim, dispute, suit,
action, contingent liability or litigation is pending (with service of process to Ashby USA, LLC or
any Member of Ashby USA, LLC, having been accomplished) or, to the Actual Knowledge of the
Undersigned, pending with service of process to any parent entity of any Member having been
accomplished, or to the Actual Knowledge of the Undersigned threatened (a) to restrain or enjoin
collection of Special Taxes or other sums pledged or to be pledged to pay the principal of and interest
on the 2006 Bonds, (b) to restrain or enjoin the execution of and performance of Ashby USA, LLC's
obligations under the proposed Developer Continuing Disclosure Agreement or the performance of
Ashby USA, LLC's obligations under the Developer Agreements, (c) to restrain or enjoin
development of the Property, (d) in any way contesting or affecting the validity of the Special Taxes,
the Developer Continuing Disclosure Agreement, the Developer Agreements or any other document,
license, permit or approval necessary to the performance on Ashby USA, LLC's part under the
proposed Developer Continuing Disclosure Agreement or the Developer Agreements or (e) which
would in any way materially and adversely affect Ashby USA, LLC's ability to develop the Property
or to pay Special Taxes.
8. Except as set forth in the Preliminary Official Statement, no litigation is pending with
service of process to Ashby USA, LLC having been accomplished, to the Actual Knowledge of the
Undersigned, no litigation is pending with service of process to any Affiliate having been
accomplished, and, to the Actual Knowledge of the Undersigned, no litigation is threatened against
Ashby USA, LLCor any Affiliate involving Ashby USA, LLC or any Affiliate, or any of the property
or assets under the control of Ashby USA, LLC or any Affiliate that involves the possibility of any
judgmentor uninsured liability which may result in any material adverse change in the assets or funds
held by Ashby USA, LLC or any Affiliate that would materially and adversely affect Ashby USA,
LLC's ability to develop the Property or to pay Special Taxes.
9. As of the date thereof, but solely with respectto information relating to Ashby USA,
LLC, the Property, the proposed development of the Property, ownership of the Property, Ashby
USA, LLC's development plan, Ashby USA, LLC's financing plan, Ashby USA, LLC's lenders, if
any, and the contractual arrangements of Ashby USA, LLC (but excluding, in all cases, information
on Continental Residential, Inc., Davidson Roripaugh Ranch 122, LLC, Tanamera/Roripaugh, LLC,
Tanamera/Roripaugh II, LLC, Traditions at Roripaugh, KB Home Coastal Inc. and their respective
development and financing plans) and subject to the exclusions set forth below, the information
contained in the Preliminary Official Statement under the captions "INTRODUCTION - The
Community Facilities District" (excluding therefrom the first two paragraphs for which no
certification is made), "CONTINUING DISCLOSURE - Ashby USA, LLC," "THE COMMUNITY
FACILITIES DISTRICT," and "PROPERTY OWNERSHIP AND DEVELOPMENT" (excluding
therefrom information under the sub captions " - Continental Residential, Inc.," " - Davidson
Roripaugh Ranch 122, LLC,"" - The Tanamera/Roripaugh Entities," "- KB Home Coastal Inc.,"
"- Direct and Overlapping Debt," " - Estimated V alue-to-LienRatios,"" - Overlapping Assessment
3
and Community Facilities Districts," " - Estimated Assessed Value-to-Lien Ratios,"
"- Transportation Uniform Mitigation Fee; Multiple Species HabitatConservation Plan,"" - Market
Absorption Study" and" - Appraised Property Value" for which no certification is made) is true and
correct in all material respects and did 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 the
light of the circumstances under which they were made, not misleading.
10. Ashby USA, LLC has fulllimited liability company power and authority to develop
the Property, to own any portion of the Property it acquires and to carry on its business as presently
conducted and as described in the Preliminary Official Statement.
11. Ashby USA, LLCcovenants that, while the 2006 Bonds or any refunding obligations
related thereto are outstanding, Ashby USA, LLC will not bring any action, suit, proceeding, inquiry
or investigation at law or in equity, before any court, regnlatory agency, public board or body, that
in any way seeks to challenge or overturn the formation of the District, to challenge the levy of the
Special Taxes within the District, to invalidate the District or any of the 2006 Bonds, or to invalidate
the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on
recordation of the notices of special tax lien relating thereto. The foregoing covenant shall not
prevent Ashby USA, LLC in any way from bringing any other action, suit or proceeding including,
without limitation, an action or suit contending that the Special Tax has not been levied in accordance
with the methodologies contained in the District's Rate and Method of Apportionment of Special
Taxes pursuant to which the Special Taxes are levied, an action or suit with respectto the application
or use of the Special Taxes levied and collected, or an action or suit to enforce the obligations of the
Authority under the Resolution ofIssuance, the Fiscal Agent Agreement, the Developer Agreements
or any agreements with the Authority, the City and! or the District or any other party for which Ashby
USA, LLC is a party or beneficiary.
12. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge
of the Undersigned, no other public debt secured by a tax or assessment on the Property exists or is
in the process of being authorized and no assessment districts or community facilities districts have
been or are in the process of being formed that include any portion of the Property.
13. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge
of the Undersigned, Ashby USA, LLC and its Affiliates have not in the last five years defaulted in
payment of, and are not currently delinquent on, any advalorem, assessment or special tax obligations
in California in any material amount.
14. Ashby USA, LLC consents to the issuance of the 2006 Bonds. Ashby USA, LLC
acknowledges and agrees that the proceeds of the 2006 Bonds will be used as described in the Official
Statement,providedthat nothing in this statement modifies any right or obligation of the parties under
the Developer Agreements, or any other agreement.
15. Ashby USA, LLC intends to comply with the provision of Govemment Code Section
53341.5 relating to the Notice of Special Tax in connection with the sale of the Property, or portions
thereof, that it takes title to.
16. Ashby USA, LLC acknowledges that interest on the 2006 Bonds is estimated to be
capitalized through September 1, 2006 and that the Special Tax levies on Developed Property and
Undeveloped Property will commence in Fiscal Year 2006-07 (commencing with the November 1,
4
2006 tax installment) in order to pay for principal and interest on the 2006 Bonds and to pay a portion
of the administrative expenses relating to the District.
17. Ashby USA, LLC is solvent and no proceedings are pending or, to the Actual
Knowledge of the Undersigned, threatened in which Ashby USA, LLC may be adjudicated as
bankrupt or discharged from any and all of its debts or obligations or granted an extension of time to
pay its debts or obligations or a reorganization or readjustment of its debts.
18. To the Actual Knowledge of the Undersigned, the Members of Ashby USA, LLC and
the parent entities of such Members of Ashby USA, LLC are solvent and no proceedings are pending,
or to the Actual Knowledge of the Undersigned, threatened in which the Members of Ashby USA,
LLC and the parent entities of such Members of Ashby USA, LLC may be adjudicated as bankrupt
or discharged from any or all of their respective debts or obligations, or granted an extension of time
to pay their respective debts or obligations, or be allowed to reorganize or readjust their respective
debts or obligations.
19. To the Actual Knowledge of the Undersigned, Ashby USA, LLC has not filed for,
nor are there current proceedings for the reassessment of, the assessed value of the Property.
20. To the Actual Knowledge of the Undersigned, there are no claims, disputes, suits,
actions or contingent liabilities among Ashby USA, LLC, its Affiliates or any contractors working
on the development of the Property which may materially and adversely affect the development of
the Property or the payment of the Special Taxes on the Property.
21. Basedupon the current development plans, including, without limitation, the current
budget and subject to economic conditions and risks generally inherent in the development of real
property, to the Actual Knowledge of the Undersigned, Ashby USA, LLC will have sufficient funds
to carryon its business as presently conducted and as described in the Preliminary Official Statement
and to pay Special Taxes assessed against the Property and neither the Authority nor the District will
be required to resort to a draw on the ReserveFund for payment of principal of or interest on the 2006
Bonds dueto Ashby USA, LLC's nonpayment of Special Taxes. However, none of the members of
Ashby USA, LLC or its Affiliates are obligated to make any additional capital contribution or loan
to Ashby USA, LLC at any time and Ashby USA, LLC reserves the right to change its plan at any
time without notice.
22. All information submitted in writing by Ashby USA, LLC or its agents to the
Authority, the District, the Special Tax Consultant, the MarketAbsorption Consultant, the Appraiser,
Disclosure Counselor the Underwriter in connection with the issuance of the 2006 Bonds, was, at
the time of submission, to the Actual Knowledge of the Undersigned, true and correct.
23. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge
of the Undersigned, there are no endangered species, hazardous substances or archaeological
resources relating to the Property which could have a significant impact on Ashby USA, LLC's ability
to pay Special Taxes or to sell or develop all or any portion of the Property.
24. As to information indicated in Section 9 hereof relating to Ashby USA, LLC, the
Property, the proposed development of the Property, ownership of the Property, Ashby USA, LLC's
development plan, Ashby USA, LLC's financing plan, Ashby USA, LLC's lenders, if any, and the
contractual arrangements of Ashby USA, LLC (but excluding, in all cases, information on Continental
Residential, Inc., Davidson Roripaugh Ranch 122, LLC, Tanamera/Roripaugh, LLC,
5
Tanamera/Roripaugh II, LLC, Traditions at Roripaugh, LLC, KB Home Coastal Inc. and their
respective development and financing plans), and subject to the limitations and exclusions set forth
in Section 9, Ashby USA, LLC agrees to indemnify and hold harmless, to the extent permitted by law,
the Authority, the District, and their officials and employees, and each person, if any, who controls
any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or
of Section 20 of the Securities Exchange Act of 1934, as amended against any and all losses, claims,
damages or liabilities, joint or several, to which such indemnified party may become subject under
any statute or at law or in equity or otherwise, and shall reimburse any such indemnified party for any
reasonable legal or other expense incurred by it in connection with investigating any claims against
it and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out
of, or are based upon, any untrue statement of a material fact or the omission to state a material fact,
in the final Official Statement, as of its date or in any continuing disclosure statement, as of its date,
provided or authorized by Ashby USA, LLC, a material fact necessary to make the statement therein,
in light of the circumstances under which it was made not misleading. This indemnity provision shall
not be construed as a limitation on any other liability which Ashby USA, LLC may otherwise have
to any indemnified party, provided that in no event shall Ashby USA, LLC be obligated for double
indemnification nor for the negligence or wilful misconduct of another.
25. Ashby USA, LLC has agreed to execute the Developer Continuing Disclosure
Agreement in the form included in Appendix G to the Preliminary Official Statement.
26. Ifbetween the date hereof and the date of the Closing, to the Actual Knowledge of
the Undersigned, any event relating to or affecting Ashby USA, LLC, its Affiliates or the
development of the Property shall occur which might or would cause the Official Statement, as then
supplemented or amended, to contain an untrue statement of a material fact or to omit 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, Ashby USA, LLC shall notify the
Authority, the District and the Underwriter and if in the opinion of counsel to the Authority or the
Underwriter such event requires the preparation and publication of a supplement or amendment to
the Official Statement, Ashby USA, LLC shall reasonably cooperate with the Authority in the
preparation of an amendment or supplement to the Official Statement in form and substance
satisfactory to counsel to the Authority and to the Underwriter.
27. For the "underwriting period," as defined in the Bond Purchase Agreement, if any
eventrelating to or affecting Ashby USA, LLC, its Affiliates or the development of the Property shall
occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the
Authority, 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 itis delivered to a purchaser, Ashby
USA, LLC shall reasonably cooperate with the Authority and the Underwriter in the preparation of
an amendment or supplement to the Official Statement in form and substance satisfactory to the
Underwriter and counsel to the Authority which will amend or supplement the Official Statement so
that it will not contain an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances existing at the time the
Official Statement is delivered to a purchaser, not misleading.
28. Ashby USA, LLC agrees to deliver a Certificate dated the date of issuance of the
2006 Bonds at the time of issuance of the 2006 Bonds in substantially the form attached as Exhibit
A, provided, that, if any event relating to or affecting Ashby USA, LLC or its Affiliates or the
development of the Property shall occur as a result of which it is necessary to modify the Certificate,
Ashby USA, LLC agrees to deliver the Certificate revised to reflect such event.
6
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7
29. On behalfof Ashby USA, LLC, we have reviewed the contents of this Certificate and
have met with counsel to Ashby USA, LLC, for the purpose of discussingthe meaning of its contents.
Very truly yours,
ASHBY USA, LLC,
a California limited liability company
By: Ashby Development Company, Inc.,
a California corporation,
its Managing Member
By:
Justin K. Ashby, President
By: USA Investment Partners, LLC,
a Nevada limited liability company
its Member
By: USA Commercial Mortgage Company,
a Nevada corporation,
Its non-Member Manager
By:
Joseph D. Milanowski, President
8
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH)
2006 SPECIAL TAX BONDS
CLOSING CERTIFICATE OF ASHBY USA, LLC
March -----' 2006
To: Temecula Public Financing Authority on behalf of
Community Facilities District No. 03-02 (Roripaugh Ranch)
Stone & Youngberg LLC
Ladies and Gentlemen:
Reference is made to Community Facilities District No. 03-02 (Roripaugh Ranch) of the
Temecula Public Financing Authority 2006 Special Tax Bonds and to the Bond Purchase Agreement dated
March -----' 2006 (the "Bond Purchase Agreement") entered into in connection therewith. This certificate is
delivered pursuant to the BondPurchase Agreement. Capitalized terms used herein and not otherwise defined
have the meanings ascribed to them in the Certificate (the "Certificate") dated March -----' 2006 delivered on
behalf of Ashby USA, LLC, a California limited liability company ("Ashby USA, LLC"), which is attached
hereto as Exhibit A.
The undersigned certify that they are familiar with the facts herein certified, have authority
and are qualified to certify the same as officers of the members of Ashby USA, LLC, and the undersigned,
on behalf of Ashby USA, LLC, further certify as follows:
1. Each statement made in the Certificate is affirmed and restated as ifmade on the date
hereof.
2. To the Actual Knowledge of the Undersigned, no event has occurred since the date
of the Preliminary Official Statement which has adversely affected or will materially and adversely affect the
business, properties, operations, prospects or financial condition of Ashby USA, LLC or its Affiliates, which
would materially and adversely affect the development of the Property or their ability to pay Special Taxes
for which they are obligated to pay.
3. Ashby USA, LLC has received the Official Statement relating to the 2006 Bonds, and
each statement made in the Certificate referring to the Preliminary Official Statement is affirmed as if it
relates to the Official Statement.
4. Each statement made in the Certificate referring to the proposed Developer
Continuing Disclosure Agreement is affirmed as if it relates to the Developer Continuing Disclosure
Agreement as executed and delivered.
5. Ashby USA, LLC has duly executed and delivered the Developer Continuing
Disclosure Agreement, has the authority to perform the obligation on its part to be performed thereunder, and
the Developer Continuing Disclosure Agreement constitutes the legal, valid and binding obligations of Ashby
USA, LLC.
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Very truly yours,
ASHBY USA, LLC,
a California limited liability company
By: Ashby Development Company, Inc.,
a California corporation,
its Managing Member
By:
Justin K. Ashby, President
By: USA Investment Partners, LLC,
a Nevada limited liability company
its Member
By: USA Commercial Mortgage Company,
a Nevada corporation,
Its non-Member Manager
By:
Joseph D. Milanowski, President
2
EXHIBIT C-l
FORM OF OPINION OF COUNSEL TO
ASHBY USA, LLC
and
EXHIBIT C-2
FORM OF OPINION OF COUNSEL TO
T ANAMERA/RORIP AUGH ENTITIES
(Exhibit C-2 will be substantially similar to Exhibit C-l with appropriate changes to reflect the
Tanamera/Roripaugh Entities and the Agreements applicable to the Tanamera/Roripaugh Entities)
TEMRRBPAo.\\pd!LRf424
10100 SANTA MONICA BOULEVARD SUITE 2300 LOS ANGELES, CA 90067400B 310.203.1100 F: 310.2B6.6672
,2006
Temecula Public Financing Authority
Community Facilities District No. 03-02
Temecula, California
Temecula Public Financing Authority
Temecula, California
Stone & Youngberg LLC
Los Angeles, California
Re: $ Temecula Public Financing Authority
Community Facilities District No. 03-02
2006 Special Tax Bonds
Ladies and Gentlemen:
We have acted as special counsel to Ashby USA, LLC, a California limited
liability company ("Ashby USA, LLC"), in connection with Ashby USA, LLC's
participation in the issuance by Temecula Public Financing Authority Community Facilities
District No. 03-02 (the "District") of its 2006 Special Tax Bonds (the "Bonds"). This
opinion is provided for the benefit of Stone & Youngberg LLC (the "Underwriter"), the
Temecula Public Financing Authority (the "Authority") and the District pursuant to
Section 3(d)L) of that certain Bond Purchase Agreement, dated March _, 2006 (the
"Purchase Agreement"), by and between the Authority, on behalf of the District, and the
Underwriter.
We advise you that we are not general counsel to Ashby USA, LLC and do
not represent Ashby USA, LLC, on a continuing basis. Rather, we represent Ashby USA,
LLC as requested from time to time on specific matters.
In rendering the opinions hereinafter expressed, we have reviewed and
examined the following documents:
Page 2
,2006
A. The Purchase Agreement;
B. The final Official Statement dated March -----' 2006 relating to the Bonds
(the "Official Statement");
C. The Developer Continuing Disclosure Agreement, dated as of March 1,
2006, by and between Ashby USA, LLC and U.S. Bank National
Association, as both Dissemination Agent and Fiscal Agent (the
"Continuing Disclosure Agreement");
D. The Acquisition Agreement, dated as of March 1, 2006, by and between the
Authority and Ashby USA, LLC (collectively, the "Acquisition
Agreement");
E. The Preannexation and Development Agreement (the "Development
Agreement"), as of December 17, 2002, by and between the City and
Ashby USA, LLC recorded on January 9, 2003 as Document No. 2003-
018567 [DISCUSS];
F. The First Operating Memorandum to the Recorded Development
Agreement Between City of Temecula and Ashby USA, LLC (Roripaugh
Ranch Project) (the "First Operating Memorandum"), dated as of
October 21, 2004, by and between Ashby USA, LLC and the City
[DISCUSS];
G. The Agreement to Defer Completion of Conditions of Approval Until After
Recordation of Final Map for Tract No. 29353-2 Roripaugh Ranch Specific
Plan (the "Deferral Agreement"), between the City of Temecula, and
Ashby USA, LLC [DISCUSS];
H. The Joint Community Facilities Agreement - EMWD (the "Joint
Community Facilities Agreement - EMWD"), dated as of [November] 1,
2004, by and among the Temecula Public Financing Authority, Eastern
Municipal Water District ("EMWD") and Ashby USA, LLC, a California
limited liability company ("Ashby USA, LLC");
I. The Joint Community Facilities Agreement (Street Improvements) (the
"Joint Community Facilities Agreement - County Transportation"),
dated as of November 1, 2004, by and among the County of Riverside, the
City, the Authority and Ashby USA, LLC;
J. The Joint Community Facilities Agreement (Flood Control Improvements)
(the "Joint Community Facilities Agreement - RCFCWCD"), dated as
of November 1, 2004, by and among Riverside County Flood Control and
Water Conservation District, the County, the Authority, and Ashby USA,
LLC;
,2006
Page 3
K. The dated as of by and between
and Ashby USA, LLC; (the " " and
together with the Continuing Disclosure Agreement, the Acquisition
Agreement, the Joint Community Facilities Agreement - EMWD, the Joint
Community Facilities Agreement - County Transportation, and the Joint
Community Facilities Agreement RCFCWD, are referred to herein as the
"Developer Agreements")
L. The Certificate of Ashby USA, LLC set forth in Exhibit "A" attached hereto,
dated the date hereof and executed by the duly authorized representative of
Ashby USA, LLC (the "Certificates of Ashby USA, LLC");
M. The Certificate of Good Standing for Ashby USA, LLC, executed by the
California Secretary of State on , 2006, and (ii) the letter of
good standing for Ashby USA, LLC, executed by the California Franchise
Tax Board on , 2006 (collectively, the "Ashby USA, LLC
Good Standing Certificates");
N. The Certificate of Formation of Ashby USA, LLC, filed _ _,20_,
certified to be true and correct by the California Secretary of State on
, 2006, including Articles of Organization, (ii) a copy of the
Operating Agreement for Ashby USA, LLC, effective as of ---' 20
(the "Operating Agreement") certified to be true and correct by an
authorized representative of Ashby USA, LLC, (iii)Form LLC-
certified to be true and correct by the California Secretary of State on
, 2006 (collectively, the "Ashby USA, LLC Organizational
Documents");
O. The Closing Certificate of Ashby USA, LLC, delivered by Ashby USA,
LLC, pursuant to Section 3(d)_) of the Purchase Agreement (the "Ashby
USA, LLC Closing Certificate"); and
P. The certificates of public officials and other persons required under the
Purchase Agreement (the Certificates of Ashby USA, LLC, the Ashby USA,
LLC ' Closing Certificate, and the certificates described in this sentence are
collectively referred to herein as the "Certificates"), and such other
documents as we deemed relevant for the pmposes of this opinion.
In conducting our examination, we have assumed, without investigation:
(i) the genuineness of all signatures (other than those of Ashby USA, LLC, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the authenticity of the
originals from which such copies were made; (ii) the accuracy of the representations and
warranties of the factual matters made by Ashby USA, LLC in the Developer Agreements,
the Certificates and any other certificates and opinions delivered by any party in connection
,2006
Page 4
with this transaction; (iii) the legal capacity of all natural persons; (iv) as to documents
executed by parties other than Ashby USA, LLC, , such parties" power to enter into and
perform the obligations under such documents, and that such documents have been duly
authorized, executed and delivered by, and are binding upon and enforceable against, such
parties; (v) that there are no oral or written terms or conditions (other than as expressed in
the Developer Documents) agreed to by Ashby USA, LLC and the other parties to the
Developer Documents (the "Other Parties") or by the Other Parties and any other party,
which would expand or modify the respective rights and obligations of Ashby USA, LLC or
the Other Parties set forth in the Developer Documents or which would have an effect on
the opinions rendered herein; and (vi) that the Other Parties are not subject to any statute,
rule, or regulation, or to any impediment to which contracting parties are generally not
subject, which requires any of them to obtain the consent of, or to make a declaration or
filing with, any governmental authority in connection with the execution and delivery of the
Developer Documents.
We have performed a computerized litigation search of the records (civil
filings only) of the Riverside County Superior Court, the San Bernardino County Superior
Court, the Los Angeles County Superior Court, the Orange County Superior Court, the U.S.
Bankruptcy Court, Central District of California, the Federal District Court, Central District
of California, the U.S. Bankruptcy Court (Nevada) and the Federal District Court (Nevada),
regarding the existence of pending litigation with the words "Ashby USA, LLC," "Ashby
Development Company, Inc.," "USA Investment Partners, LLC," and
in the name of a plaintiff, defendant, or a debtor in such
courts, each search being performed on the dates set forth in Exhibit "F" hereof
(collectively, the "Litigation Searches"). We have delivered the Litigation Searches to
Ashby USA, LLC, and requested that Ashby USA, LLC review the appropriate Litigation
Searches, and all other pending litigation, if any, which is not listed in the Litigation
Searches, and determine the effect or impact that any matters identified in the Litigation
Searches and all other litigation (if any) would have on the obligations of Ashby USA, LLC
with respect to its duties and obligations under the Developer Agreements. After review,
Ashby USA, LLC determined that the representations set forth in paragraph 5 of the
Certificate of Ashby USA, LLC are fair and accurate. In rendering our opinion in paragraph
3 below, we have, with your consent, relied on the Litigation Searches and the
representations set forth in paragraph 5 of the Certificate of Ashby USA, LLC, without
undertaking any independent investigation.
In examining the Developer Documents, we have assumed with your
permission, and without investigation, that, upon execution by the Other Parties, if any, the
Developer Documents will be the legally valid and binding agreements of the applicable
Other Parties, enforceable against each of such Other Parties in accordance with their
respective terms, and that the Other Parties will seek to enforce their respective rights under
the Developer Documents only in good faith, in commercially reasonable circumstances and
in a commercially reasonable manner.
Whenever a statement concerning factual matters herein is qualified by the
,2006
Page 5
phrase "our knowledge," it is intended to indicate that, during the course of our
representation of Ashby USA, LLC in connection with this matter, no information that
would give us current actual knowledge of the inaccuracy of such factual statements has
come to the attention of the attorneys in our firm who have been involved with our
representation of Ashby USA, LLC in connection with this matter. Please be advised that
only Robert M. Haight, Jr. , and have been so involved. Other
than our review of the documents listed above, and our determining the knowledge of the
foregoing lawyers who have performed legal services for Ashby USA, LLC, in connection
with this transaction, we have not undertaken any factual investigation, and any limited
inquiry undertaken by us during the preparation of this opinion letter should not be regarded
as such an investigation. No inference concerning our knowledge of any factual matters
bearing on the accuracy of any such factual statement should be drawn from our limited
representation of Ashby USA, LLC.
We have not made or undertaken to make any investigation as to the state of
title to the property within the District, and we express no opinion with respect to such title.
We have made such examination of California law and the law of the United States of
America as we deem relevant for the purposes of this opinion letter. We have not
considered the effect, if any, of the laws of any other jurisdiction upon the matters covered
by this opinion letter.
Based on the foregoing and subject to the assumptions and qualifications set
forth in this letter, it is our opinion that:
(1) Based solely on the Ashby USA, LLC Good Standing Certificates,
Ashby USA, LLC was duly formed as a limited liability company, is in good standing and
has legal existence under the law of the State of California and is in good standing in the
State of California.
(2) Ashby USA, LLC has the limited liability company power and
authority to execute, deliver, and perform its obligations under the Developer Documents to
which it is a party, has duly authorized, executed, and delivered the Developer Documents
to which it is a party, and has authorized the performance of its respective duties and
obligations thereunder.
(3) Based solely on the Litigation Searches and the Certificate of Ashby
USA, LLC, and other than as disclosed in the Official Statement, there is no litigation
pending or threatened against or affecting Ashby USA, LLC or any of its members
(a) which affects or seeks to prohibit, restrain or enjoin the development by Ashby USA,
LLC of its property within the District, or (b) in which Ashby USA, LLC or any of its
members may be adjudicated as bankrupt or discharged from any or all of its debts or
obligations or granted an extension of time to pay its debts or a reorganization or
readjustment of its debts, or (c) which seeks to grant an extension of time to pay Ashby
USA, LLC's or its members' debts, or (d) seeks to effect a reorganization or readjustment of
Ashby USA, LLC's or its members' debts.
,2006
Page 6
(10) Weare not passing upon and do not assume any responsibility for
the accuracy, completeness, or fairness of any of the statements contained in the Official
Statement and make no representation that we have independently verified the accuracy,
completeness, or fairness of any such statements. However, in our capacity as special
counsel to Ashby USA, LLC, we met in conferences with representatives of Ashby USA,
LLC, the District and others, during which conferences the contents of the Official
Statement and related matters were discussed. Based solely on our knowledge and the
Certificates of Ashby USA, LLC, we advise you that no information came to the attention
of the attorneys in our firm rendering services as special counsel to the Ashby USA, LLC,
which caused us to believe that, as of the date hereof, the statements contained in the
Official Statement relating to Ashby USA, LLC, or the property in the District owned by
Ashby USA, LLC, (including the proposed development thereof), Ashby USA, LLC's'
development plans, Ashby USA, LLC's financing plan and the contractual arrangements of
Ashby USA, LLC, (except that no opinion or belief is expressed as to (i) any financial
statements and other financial, statistical or engineering data or forecasts, numbers, charts,
estimates, projections, assumptions or expressions of opinion, or (ii) any information about
valuation, appraisals, absOlption, or environmental matters) under the captions
"INTRODUCTION - The Community Facilities District," (excluding therefrom the first
two paragraphs for which no opinion is made), "CONTINUING DISCLOSURE - Ashby
USA, LLC," "THE COMMUNITY FACILITIES DISTRICT," "PROPERTY
OWNERSHIP" (excluding therefrom information under the subcaptions "- Continental
Residential, Inc.,"" Davidson Roripaugh Ranch 122 LLC,"" The
Tanamera/Roripaugh Entities," "KB Home Coastal Inc.," "Direct and Overlapping Debt,"
" - Estimated Value-to-Lien Ratios," " - Overlapping Assessment and Community
Facilities Districts," " - Estimated Assessed Value-to-Lien Ratios," "- Transportation
Uniform Mitigation Fee; Multiple Species Habitat Conservation Plan," " - Market
Absorption Study" and" - Appraised Property Value" and for which no opinion is made)
contain any untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make such statements, in the light of the circumstances
under which they were made, not misleading.
(11) Based solely on our knowledge and the Certificates of Ashby USA,
LLC, Ashby USA, LLC is not in violation of any provision of, or in default under, the
organizational documents or any other agreement or other instrument, the violation or
default under which would materially and adversely affect the ability of Ashby USA, LLC
to complete the proposed development of the property as described in the Official
Statement.
With respect to the foregoing opmlOns, you should be aware of the
following:
We express no opinion as to the exclusion from gross income for federal
income tax pmposes of the interest on the Bonds, or the exemption of the interest on the
Bonds from State of California personal income taxes.
,2006
Page 7
Except to the limited extent set forth in paragraph 10 above, we express no
opinion as to the applicability or effect on the subj ect transaction of the securities laws of
the State of California or of the United States of America, including but not limited to the
Securities Act of 1933, as amended.
Weare licensed to practice law only in the State of California. Accordingly,
the foregoing opinions apply only insofar as the laws of the State of California or the United
States of America may be concerned, and we express no opinion with respect to the laws of
any other jurisdiction.
This letter, and the legal opinions herein, are rendered as of the date hereof
and are furnished solely for your benefit in connection with the subject transaction, and may
not be relied upon for any other pmpose or furnished to, used, circulated, quoted or referred
to by any other person without our prior written consent, except as contemplated by the
Purchase Agreement. This letter is not intended to, and may not, be relied upon by any
owners of the Bonds.
We bring to your attention the fact that our legal opinions are an expression
of professional judgment and are not a guarantee of a result. Our engagement with respect
to this matter has terminated as of the date hereof, and we do not undertake to advise you of
any matters that may come to our attention subsequent to the date hereof that may affect our
legal opinions expressed herein.
This letter is limited to the matters expressly set forth herein, and no opinion
is implied or may be inferred beyond the matters expressly stated herein.
Respectfully submitted,
PILLSBURY WINTHROP SHAW PITTMAN LLP
RMH/BJG
EXHIBIT" A"
TO OPINION OF COUNSEL TO ASHBY USA, LLC
$
Temecula Public Financing Authority Community Facilities District No. 03-02
2006 Special Tax Bonds
CERTIFICATE OF ASHBY USA, LLC
The undersigned, on behalf of Ashby USA, LLC, a California limited liability company
("Developer"), in connection with the development of certain property (the "Property") located
within the boundaries of the Temecula Public Financing Authority Community Facilities District
No. 03-02 (the "District") and in connection with the issuance of the above-captioned Bonds (the
"Bonds") in the District, has requested that Pillsbury Winthrop Shaw Pittman LLP (the "Law
Firm") issue a legal opinion to the Temecula Public Financing Authority, the District and Stone &
Youngberg LLC in connection with the issuance and sale of the Bonds. The legal opinion being
issued by the Law Firm (the "Opinion") includes certain assumptions as to factual matters of which
the Law Firm has no, or limited, knowledge. Developer is providing the Law Firm with this
certificate in order to allow the Law Firm to issue the Opinion. Capitalized terms not defined in this
certificate have the respective meanings given those terms in the Opinion.
1. Developer has reviewed the Opinion, and all factual assumptions which support the
opinions rendered in the Opinion are true, correct, complete and accurate as of the date
hereof.
2. The copies of the Ashby USA, LLC Organizational Documents delivered to the Law Firm
by or on behalf of the Developer are true and complete copies thereof, which remain in full
force and effect and have not been amended or modified as of the date hereof.
3. The Developer was duly formed as a limited liability company, is in good standing and has
legal existence under the law of the State of California, and is in good standing in the State
of California.
4. The Developer has the limited liability company power and authority to execute, deliver,
and perform its obligations under the Developer Documents to which it is a party, has duly
authorized, executed, and delivered the Developer Documents to which it is a party, and has
authorized the performance of its respective duties and obligations thereunder.
5. Other than as disclosed in the Official Statement, there is no litigation pending or threatened
against or affecting the Developer (including, but not limited to, the actions, if any,
described in the computerized litigation search of the records of the Riverside County
Superior Court, the San Bernardino County Superior Court, the Los Angeles County
Superior Court, the Orange County Superior Court, the U.S. Bankruptcy Court, Central
District of California, the Federal District Court, Central District of California, the U.S.
Bankruptcy Court (Nevada) and the Federal District Court (Nevada)) (a) which affects or
seeks to prohibit, restrain or enjoin the development by the Developer proposed to be
developed by the Developer within the District, or (b) in which the Developer may be
adjudicated as bankrupt or discharged from any or all of its debts or obligations or granted
an extension of time to pay its debts or a reorganization or readjustment of its debts, or
A-I
(c) which seeks to grant an extension of time to pay the Developer's debts, or (d) seeks to
effect a reorganization or readjustment of the Developer's debts.
6. As of the date hereof, the statements contained in the Official Statement relating to Ashby
USA, LLC, Ashby Development Company, Inc., USA Investment Partners, LLC or the
property in the District owned by Ashby USA, LLC (including the proposed development
thereof), Ashby USA, LLC's development plans, Ashby USA, LLC's financing plan and the
contractual arrangements of Ashby USA, LLC and Ashby Development Company, Inc.
(except that no opinion or belief is expressed as to (i) any financial statements and other
financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections,
assumptions or expressions of opinion, or (ii) any information about valuation, appraisals,
absOlption, or environmental matters) under the captions "INTRODUCTION - The
Community Facilities District," (excluding therefrom the first two paragraphs for which no
opinion is made), "CONTINUING DISCLOSURE - Ashby USA, LLC," "THE
COMMUNITY FACILITIES DISTRICT," "PROPERTY OWNERSHIP AND
DEVELOPMENT" (excluding therefrom information under the subcaptions "-
Continental Residential, Inc.," " - Davidson Roripaugh Ranch 122 LLC," " - The
Tanamera/Roripaugh Entities," "KB Home Coastal Inc," "Direct and Overlapping Debt,"
" - Estimated Value-to-Lien Ratios," " - Overlapping Assessment and Community
Facilities Districts," " - Estimated Assessed Value-to-Lien Ratios," " - Transportation
Uniform Mitigation Fee; Multiple Species Habitat Conservation Plan," " - Market
Absorption Study" and" - Appraised Property Value" for which no opinion is made), do
not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make such statements, in the light of the circumstances
under which they were made, not misleading.
7. The Developer is not in violation of any provision of, or in default under, the Developer's
organizational documents or any other agreement or other instrument, the violation or
default under which would materially and adversely affect the ability of the Developer to
complete the proposed development of the property as described in the Official Statement.
The foregoing certifications are made as representations of fact only and are not meant to
constitute legal conclusions. As representations of fact, the foregoing statements are intended to be
relied upon by the Law Firm in issuing the Opinion.
Dated:
,2006
ASHBY USA, LLC, a Delaware limited liability company
By: ASHBY DEVELOPMENT COMPANY, INC., a California corporation
By:______
Name:
Title:
A-2
EXIDBIT D
ACKNOWLEDGMENT OF CONSENT TO THE IMPOSITION OF THE SPECIAL TAX FOR
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGHRANCH)
AND THE ISSUANCE OF 2006 BONDS
The undersigned, , [TITLE], of a and
., a (the "Lender''), hereby acknowledges for the benefit of the Temecula Public
FinancingAuthority Community Facilities District No. 03-02 (RoripaughRanch) (the "District") as follows:
1. The undersigned has all authority necessary to execute this Acknowledgment on behalf of
the Lender for delivery to the Board of Directors (the "Board") of the Temecula Public Financing Authority
(the "Authority'') in connection with the imposition by the Board, as the legislative body of the District, of
the special tax of the District on the property located within the District, as more particularly described on
the boundary map of the District (the "Property'') relative to which the Lender has loaned money to Ashby
USA, LLC, a California limited liability company ("Borrower") pursuant to various loan documents relating
thereto (together, the "Loan Agreement"), and with respect to which the Lender has acquired or received a
beneficial security interest in the Property.
2. The Lender has received from the Borrower and the Borrower has made available to the
Lender the Rate and Method of Apportionment of Special Tax and a draft of the Preliminary Official
Statement regarding the issuance of bonds of the District to be secured by such tax, 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").
3. The Lender hereby acknowledges the imposition of the special tax of the District on the
Property in the form, at the rates and in the manner set forth in the Notice of Special Tax Lien. The Lender
does not object to the proceedings taken by the Authority to form the District, including the election therefor
or the levy of the special tax for any authorized purpose, including but not limited to, the payment of debt
service on bonds of the District,provided that the Lender does not waive its rights to object to any levy for
other than an authorized purpose or otherwise in violation of the voter authorization referred to herein.
4. The Lender acknowledges that if any default occurs in the payment of the special tax of the
District levied against the Property pursuant to the Rate and Method, the District has the right, subject to
provisions of the Act, to foreclose upon the Property.
5. The Lender acknowledges that liens securing the special tax levied againsttheProperty have
priority over the Lender's security interest in the Property.
6. To the Lender's actual knowledge, there is no event of default under the Loan Agreement
and no event which with notice might constitute an event of default under the Loan Agreement. [IF
applicable, describe technical defaults under the loan documents and indicate what will cure the technical
defaults, such as the issuance of the CFD bonds and the ability to issue initial building permits for the
development.
D-l
Date:
By:
Name:
Title:
By:
Name:
Title:
, a
, a
D-2
APPENDIX E
CERTIFICATE OF APPRAISER
Stone & Youngberg LLC
515 South Figueroa Street, Suite 1060
Los Angeles, California 90071
Temecula Public Financing Authority
43200 Business Park Drive
Temecula, California 92590
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
43200 Business Park Drive
Temecula, California 92590
The undersigned hereby states and certifies:
1. That he is an authorized principal of Stephen G. White, MAl (the "Appraiser") and as such is
familiar with the facts herein certified and is authorized and qualified to certifY the same.
2. That the Appraiser has prepared an appraisal report dated February 10, 2006 (the "Appraisal
Report"), on behalf of the Temecula Public Financing Authority (the "Authority") and in connection with the
Official Statement dated March _, 2006 ("Official Statement"), for Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch) 2006 Special Tax Bonds (the "2006 Bonds").
3. Thatthe Appraiser hereby consents to the reproduction and use oftheAppraisal Report appended
to the Preliminary Official Statement and the Official Statement The Appraiser also consents to the references
to the Appraiser and the Appraisal made in the Preliminary Official Statement and the Official Statement
4. In the opinion ofthe Appraiser the assumptions made in the Appraisal Report are reasonable.
5. That the Official Statement has been reviewed on behalf of the Appraiser and to the best
knowledge of the Appraiser the statements concerning the Appraisal Report and the value of the property
contained under the captions "INTRODUCTION - Appraisal," "INTRODUCTION - Professionals Involved in
the Offering," "PROPERTY OWNERSHIP AND DEVELOPMENT - Estimated Development Costs; Plan of
Finance," "PROPERTY OWNERSHIP AND DEVELOPMENT - Estimated Special Tax Allocation by Property
Ownership," "PROPERTY OWNERSHIP AND DEVELOPMENT - Estimated Value-to-Lien Ratios,"
"PROPERTY OWNERSHIP AND DEVELOPMENT - Appraised Property Value," "BONDOWNERS' RISKS
- Failure to Develop Properties," "BONDOWNERS' RISKS - Appraised Values," "BONDOWNERS' RISKS
- Hazardous Substances" and "APPENDIX C - Summary Appraisal Report" are true, correct and complete in all
material respects and do not contain any untrue statement of a material factor 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.
6. Each ofthe parcels appraised by the Appraiser is encompassed within the Community Facilities
District.
7. That, as ofthe date of the Official Statement and as of the date hereof, the Appraisal Report
appended to the Official Statement, to the best of my knowledge and belief, and subject to all ofthe Assumptions
and Limiting Conditions set forth in the Appraisal Report, does not contain any untrue statement of a material fact
E-l
or omit to state a material fact necessary in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading, and no events or occurrences have been ascertained
by us or have come to our attention that would substantially change the estimated values stated in the Appraisal
Report However, we have not performed any procedures since the date of the Appraisal Report to obtain
knowledge of such events or occurrences nor are we obligated to do so in the future.
8. The Community Facilities District and the Underwriter are entitled to rely on the Certificate.
Dated: March
,2006
STEPHEN G. WHITE, MAl
By:
E-2
EXIDBIT F
CERTIFICATE OF MARKET ABSORPTION CONSULTANT
Stone & Youngberg LLC
515 South Figueroa Street, Suite 1060
Los Angeles, California 90071
Temecula Public Financing Authority
43200 Business Park Drive
Temecula, California 92590
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
43200 Business Park Drive
Temecula, California 92590
The undersigned hereby states and certifies:
1. Thathe is an authorized officer of Empire Economics, Inc. and as such, is familiar with the facts
certified and is authorized and qualified to certify the same.
2. In the opinion of Empire Economics, Inc., the assumptions made in the MarketAbsorption Study,
dated February 1, 2006 (Original Study July 13, 2004) (the "Market Absorption Study") are reasonable.
3. EmpireEconomics, Inc. is not aware of any event or act which has occurred since the date of the
Market Absorption Study which, in its opinion, would materially and adversely affect the conclusions of the
Market Absorption Study.
4. We hereby consent to the reproduction ofthe Market Absorption Study as Appendix D to the
Official Statement and to the references to Empire Economics, Inc.. and to the MarketAbsorption Study made in
the Official Statement
5. We hereby certify that as ofthe date hereoftheMarket Absorption Study contained in the Official
Statement and the statements in the Official Statement under the captions "PROPERTY OWNERSHIP AND
DEVELOPMENT - Market Absorption Study" and in "APPENDIX D - MARKET ABSORPTION STUDY"
insofar as such statements purportto summarize the MarketAbsorption Study, are accurate in all material respects
and do not omit to state a material fact necessary in order to make the statements contained therein, in the light of
circumstances under which they are made, not misleading and no events or occurrences have been ascertained by
Empire Economics, Inc. as have come to its attention that would substantially adversely change the opinions set
forth in the Market Absorption Study. We note that in making the foregoing statements that Empire Economics,
Inc. has undertaken no additional research with respect to the Project and that the dates of market entry referenced
in the Market Absorption Study may be delayed as a result of the delay in commencement of development of the
project and that the dates for absorption may experience a corresponding delay as well.
F-l
The Authority, the District and Stone & Youngberg LLC are entitled to rely on this Certificate.
Dated: March ,2006
EMPIRE ECONOMICS, INC.
By:
F-2
March -----' 2006
Stone & Youngberg LLC
515 South Figueroa Street, Suite 1060
Los Angeles, California 90071
Re: Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
2006 Special Tax Bonds
Ladies and Gentlemen:
In connection with the proposed sale to you of Temecula Public Financing Authority (the
"Authority") Community Facilities District No. 03-02 (RoripaughRanch) (the "District") 2006 Special Tax
Bonds (the "2006Bonds"), the Authority has delivered to you a Preliminary Official Statement, dated March
-----,2006, relating to the 2006 Bonds (the "Preliminary Official Statement''). The Authority, for purposes
of compliance with Rule 15c2-12 of the Securities and Exchange Commission, deems the Preliminary
Official Statement to be final as of its date, except for the omission of no more than the following
information: the offering prices, interest rates, selling compensation, aggregate principal amount, principal
amount per maturity, dates of mandatory sinking fund payments, delivery dates, and any other terms of the
2006 Bonds relating to such matters.
Very truly yours,
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIP AUGH RANCH)
By:
Genie Roberts, acting on behalf of Temecula
Public Financing Authority for the District
ACQUISITION AGREEMENT
CFD 03-3 (RORIPAUGH RANCH)
Quint & Thimmig LLP
8/10/01
9/10/01
11/25/02
3/11/03
2/9/04
6/12/04
6/27/04
9/29/04
12/22/04
1/4/05
1/30/06
2/13/06
2/22/06
ACQUISITION AGREEMENT
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
ASHBY USA, LLC
Dated as of March 1, 2006
Relating to:
Temecula Public Financing Authority
Community Facilities District No. 03-02
(Roripaugh Ranch)
20009.01:)5756
Section 1.01.
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
Section 2.06.
Section 2.07.
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.
Section 4.05.
Section 4.06.
Section 4.07.
Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Definitions.................................................................................................................... ................... 1
ARTICLE II
RECITALS
The CFD ........................................................................................................................................... 7
The Development ........................................................................................................................... 7
The F acili ties.......................................................................................................................... .........7
The Financing..................................................................................................................... .............7
The Bonds......................................................................................................................... ...............7
No Advantage to Authority Construction ..................................................................................7
Agreements.................................................................................................................... .................8
ARTICLE III
FUNDING
A uthori ty Proceedings................................................................................................................... 9
Series 2006- A Bonds....................................................................................................................... 9
Bond Proceeds...................................................................................................................... ..........9
Parity Bonds......................................................................................................................... ......... 11
Letters of Credit........................................................................................................................ .... 12
ARTICLE IV
CONSTRUCTION OF FACILITIES
Plans......................................................................................................................... ...................... 15
Duty of Developer to Construct .................................................................................................15
Relationship to Public Works; Bidding Requirements ............................................................15
Independent Contractor.............................................................................................................. 18
Performance and Payment Bonds.............................................................................................. 18
Con tracts and Change Orders.................................................................................................... 18
Time for Com p lelion.................................................................................................................... 18
ARTICLE V
ACQUISITION AND PAYMENT
Inspection.................................................................................................................... .................. 19
Agreement to Sell and Purchase Facilities ................................................................................19
Payment Requests...................................................................................................................... .. 19
Processing Payment Requests..................................................................................................... 20
Payment .........................................................................................................................................20
Restrictions on Payments............................................................................................................ 21
Acquisition of Addi lional F acili ties........................................................................................... 24
Defective or Nonconforming W or k ........................................................................................... 24
Modification of Discrete Com ponen ts....................................................................................... 24
EMWD Acquisition Facilities......................................................................................................25
-i-
Section 5.11.
Section 6.01.
Section 6.02.
Section 6.03.
Section 6.04.
Section 6.05.
Section 6.06.
Section 7.01.
Section 7.02.
Section 8.01.
Section 8.02.
Section 9.01.
Section 9.02.
Section 9.03.
Section 9.04.
Section 10.01.
Section 10.02.
Section 10.03.
Section 10.04.
Section 10.05.
Section 10.06.
Section 10.07.
Section 10.08.
Section 10.09.
Section 10.10.
Section 10.11.
Section 10.12.
Section 10.13.
Section 10.14.
EXHIBIT A
Right of City to Make Withdrawals From Improvement Fund .............................................25
ARTICLE VI
OWNERSHIP AND TRANSFER OF FACILITIES
Facilities to be Owned by the City - Conveyance of Land and Easements to City ............. 26
Facilities to be Owned by the City - Title Evidence ................................................................ 26
Facilities Constructed on Private Lands.................................................................................... 26
Facilities Constructed on City Land........................................................................................... 26
Facilities to be Acquired by Other Public Agencies................................................................. 26
Maintenance and W arran ties...................................................................................................... 27
ARTICLE VII
INSURANCE; RESPONSIBILITY FOR DAMAGE
Liability Insurance Requirements.............................................................................................. 28
Responsibility for Damage.......................................................................................................... 30
ARTICLE VIII
REPRESENTA TIONS, WARRANTIES AND COVENANTS
Representations, Covenants and Warranties of the Developer..............................................32
Indemnification and Hold Harmless......................................................................................... 34
ARTICLE IX
TERMINATION
No Bonds ....................................................................................................................................... 35
Mutual Consent ............................................................................................................................ 35
A uthori ty Election for Cause...................................................................................................... 35
Force Majeure .............................................................................................................................. . 36
ARTICLE X
MISCELLANEOUS
Limited Liability of Au thori ty .................................................................................................... 37
Excess Costs......................................................................................................................... .........37
Audit .............................................................................................................................................. 37
Attorney's Fees.......................................................................................................................... ...37
Notices...................................................................................................................... .....................37
Severability....................................................................................................................................38
Successors and Assigns............................................................................................................... 38
Other Agreements.................................................................................................................... ....38
Waiver ............................................................................................................................................ 38
~~...........................................................................................................................................~
Parties in Interest...................................................................................................................... ....38
Amendment .................................................................................................................................. 39
Counterparts.................................................................................................................. ...............39
Governing Law ............................................................................................................................. 39
DESCRIPTION OF FACILITIES ELIGIBLE FOR ACQUISITION FROM
THE DEVELOPER
-ii-
EXHIBIT B DISCRETE COMPONENTS OF FACILITIES AND RELATED
BUDGETED COSTS
EXHIBIT C FORM OF PAYMENT REQUEST
EXHIBIT D PRIORITY FOR FUNDING OF FACILITIES
-iii-
THIS ACQUISITION AGREEMENT (the "Acquisition Agreement"), dated as of March
1, 2006, is by and between (i) the Temecula Public Financing Authority, a joint exercise of
powers authority organized and existing under the laws of the State of California (the
"Authority"), for the Authority's Community Facilities District No. 03-02 (Roripaugh Ranch)
(the "CFD"); and (ii) Ashby USA, LLC, a California limited liability company (the
"D I ")
eve oper .
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms shall have the meanings ascribed to
them in this Section 1.01 for purposes of this Acquisition Agreement. Unless otherwise
indicated, any other terms, capitalized or not, when used herein shall have the meanings
ascribed to them in the Fiscal Agent Agreement (as hereinafter defined).
"Acceptable Title" means title to land or interest therein, in form acceptable to the
Director of Public Works, which title or interest is free and clear of all liens, taxes, assessments,
leases, easements and encumbrances, whether or not recorded, but subject to any exceptions
determined by the Director of Public Works as not interfering with the actual or intended use of
the land or interest therein. Notwithstanding the foregoing, an irrevocable offer of dedication
may constitute land with an "Acceptable Title" if: (i) such offer is necessary to satisfy a
condition to a tentative or final parcel map, (ii) such offer is in a form acceptable to the Director
of Public Works, (iii) the Director of Public Works has no reason to believe that such offer of
dedication will not be accepted by the applicable public agency, and (iv) the Developer
commits in writing not to allow any liens to be imposed on such property prior to its formal
acceptance by the applicable public agency.
"Acceptance Date" means the date the City Council of the City (or other public entity
which is to own a Facility) takes final action to accept dedication of or transfer of title to a
Facility.
"Account Party" means the property owner that provides a Letter of Credit to secure the
payment of Special Taxes on property the Account Party or its affiliates own in the CFD.
"Acquisition Agreement" means this Acquisition Agreement, together with any
Supplement hereto.
"Act" means the Mello-Roos Community Facilities Act of 1982, Section 53311 et seq. of
the California Government Code, as amended.
"Actual Cost" means the substantiated cost of a Facility or a Discrete Component, which
costs may include: (i) the costs (evidenced by payments to parties unrelated to the Developer,
or, in the event that the Developer avails itself of the provisions of Section 4.03(C), determined
by reference to the written contract to be entered into with the Developer as referenced in said
Section) incurred by the Developer for the construction of such Facility or Discrete Component,
(ii) the reasonable costs incurred by the Developer in preparing the Plans for such Facility or
-1-
Discrete Component and the related costs of design, engineering and environmental
evaluations of the Facility or Discrete Component, (iii) the fees paid to governmental agencies
for obtaining permits, licenses or other governmental approvals for such Facility or Discrete
Component, (iv) professional costs incurred by the Developer associated with such Facility or
Discrete Component, such as engineering, architecture, landscape architecture, legal,
accounting, inspection, construction staking, materials testing and similar professional services;
and (v) costs directly related to the construction and/or acquisition of a Facility or Discrete
Component, such as costs of payment, performance and/or maintenance bonds, and insurance
costs related to Facilities (including costs of any title insurance required hereunder, but not
including the cost of any insurance described in Section 7.02 of this Acquisition Agreement).
Actual Cost may include an amount not in excess of five percent (5%) of the cost described in
clause (i) of the preceding paragraph in respect of any construction, project management or
other similar fee payable to the Developer or any party related thereto. Actual Cost shall not
include any financing fees, costs or charges, or any interest, cost of carry or other similar
charges.
"Affiliate" means any entity with respect to which fifty percent (50%) or more of the
ownership or voting power is held individually or collectively by any of the Developer and any
other entity owned, controlled or under common ownership or control by or with, as
applicable, the Developer, and includes the managing member of any entity that is a limited
liability company, and includes all general partners of any entity which is a partnership.
Control shall mean ownership of fifty percent (50%) or more of the voting power of or
ownership interest in the respective entity.
"Authority" means the Temecula Public Financing Authority, a joint exercise of powers
agency duly created and existing under the laws of the State.
"Bonds" means any indebtedness (including, but not limited to, the Series 2006-A Bonds
and any Parity Bonds, if any Parity Bonds are issued) incurred the proceeds of which are to be
used to pay all or a portion of the Purchase Prices of the Facilities, which indebtedness is
repayable from special taxes levied pursuant to the Act in the CFD.
"Budgeted Cost" means the estimated cost of a Facility or Discrete Component as
shown on Exhibit B hereto.
"Build-Out" means, when making calculations pursuant to Section 3.05 as to one or
more parcels of property, or otherwise for purposes of clause (viii) in the definition of "Letter of
Credit" in Section 1.01, the assumption that the property contains the number, size and type of
homes projected in the development plans used by the Tax Consultant in connection with its
email regarding "Letter of Credit Calculations" dated February 14, 2006, which report was used
to calculate the initial stated amounts of the Letters of Credit to be delivered to the Fiscal Agent
on the Closing Date by the Developer and another landowner in the CFD, which assumption
may be adjusted from time to time based upon actual completed construction of homes in the
District (as reported in connection with requests to reduce the amount of any Letter of Credit
by or on behalf of an Account Party or as otherwise known by the Tax Consultant).
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"CFD" means the Temecula Public Financing Authority Community Facilities District
No. 03-02 (Roripaugh Ranch), created, or to be created, by the Board of Directors of the
Authority under the Act.
"City" means the City of Temecula, California.
"Conditions of Approval" means the conditions of approvals and mitigation measures
imposed in connection with the granting of the land use entitlements for the development of
land in the CFD, and any subdivision improvement, development or other agreement with the
City relating to the development of the land in the CFD or the installation of the Facilities.
"County" means the County of Riverside, California.
"Developer" means Ashby USA, LLC, a California limited liability company, and its
successors and assigns to the extent permitted under Section 10.07 hereof.
"Director of Public Works" means the Director of Public Works of the City, or his
written designee acting as such under this Acquisition Agreement.
"Discrete Component" means a functional segment or component of a Facility that the
Director of Public Works has agreed can be separately identified, inspected and completed, and
be the subject of a Payment Request hereunder. The Discrete Components of the Phase 1
Facilities are shown on Exhibit B hereto. The Discrete Components of other Facilities to be
financed from the proceeds of Parity Bonds shall be determined by the Director of Public
Works following consultation with the Developer, and shall be identified in a Supplement
executed by the parties hereto prior to the issuance of any such Parity Bonds, all to the extent
required by Section 3.04C.
"District-wide Maximum Special Taxes" means the maximum Special Taxes that can be
levied on all property in the District assuming Build-Out of all property.
"Facilities" means the public facilities described in Exhibit A hereto which are eligible to
be financed by the CFD.
"Fiscal Agent" means the entity acting as fiscal agent under the Fiscal Agent
Agreement, or any successor thereto acting as fiscal agent under the Fiscal Agent Agreement.
"Fiscal Agent Agreement" means the agreement by that name between the Authority
and the Fiscal Agent, providing for, among other matters, the issuance of the Series 2006-A
Bonds and the establishment of an Improvement Fund, as it may be amended or supplemented
from time to time.
"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 acquisition account within the fund by that name
established by the Fiscal Agent Agreement.
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"Letter of Credit" means a standby letter of credit, which is: (i) irrevocable during its
term; (ii) in a form and with draw provisions satisfactory to the Treasurer of the Authority and
the initial purchaser of the Series 2006-A Bonds; (iii) for the benefit of the Fiscal Agent; (iv)
issued by federal or state chartered bank or other financial institution reasonably acceptable to
the Treasurer of the Authority and the initial purchaser of the Series 2006-A Bonds, which
bank's or institution's unsecured debt obligations are rated at least" A -" or better by Moody's
or S&P; (v) at the time of delivery thereof to the Fiscal Agent for purposes of this Acquisition
Agreement, accompanied by one or more opinions addressed to the Fiscal Agent and the
Authority to the effect, singly or together, that the Letter of Credit is a legal, valid and binding
obligation of the provider thereof, enforceable against the provider thereof in accordance with
its terms, except as limited by applicable reorganization, insolvency, liquidation, readjustment
of debt, moratorium or other similar laws affecting the enforcement of rights of creditors
generally as such laws may be applied in the event of a reorganization, insolvency, liquidation,
readjustment of debt or other similar proceeding of or moratorium applicable to the provider
thereof and by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); (vi) for a term of at least one year, effective
from no later than the date it is delivered to the Fiscal Agent, and any Letter of Credit provided
in substitution for any then outstanding Letter of Credit shall be for a term of at least one year
commencing not later than the expiration date of the term of the prior Letter of Credit; (vii) for
the account of any entity other than the City, the Authority, the CFD or any other governmental
entity; (viii) in a stated amount equal to two years estimated expected annual Special Taxes to
be levied on the County Assessor's parcels to which it pertains (assuming Build-Out of such
parcels) and (ix) not secured, as to the reimbursement of any draws thereon, by any property
located in the CFD, or if so secured, any such security shall be expressly subordinate to the lien
of the Special Taxes.
"Parcel Liens" means, with respect to any parcel or parcels of real property in the CFD,
sum of: (i) the aggregate principal amount of all Bonds of the CFD then outstanding allocable to
such parcel or parcels based upon the portion of the debt service payable on the Bonds of the
CFD from the special taxes levied (or that, but for capitalized interest on the Bonds, could be
levied) on such parcel or parcels in the then annual Fiscal Year, plus (ii) the aggregate principal
amount of any fixed assessment liens on the parcel or parcels, plus (iii) a portion of the
aggregate principal amount of any and all other community facilities district bonds then
outstanding and payable at least partially from special taxes to be levied on such parcel or
parcels (the "Other District Bonds") equal to the aggregate principal amount of the Other
District Bonds multiplied by a fraction, the numerator of which is the amount of special taxes
levied for the Other District Bonds on such parcel or parcels, and the denominator of which is
the total amount of special taxes levied for the Other District Bonds on all parcels of land
against which the special taxes are levied to pay the Other District Bonds (such fraction to be
determined based upon the maximum special taxes which could be levied in the year in which
maximum annual debt service on the Other District Bonds occurs), based upon information
from the most recent available Fiscal Year.
"Parcel 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 parcels of real
property in the CFD identified by an Account Party (the "Identified Parcels"), which Identified
Parcels are (i) owned by the applicable Account Party or its Affiliates, (ii) are subject to the levy
of the special taxes in the CFD, and (iii) are not delinquent in the payment of any special taxes
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then due and owing, including with respect to the Identified 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, all as determined with respect to the Identified Parcels by
reference to (A) an appraisal (or an update to a prior appraisal) performed within six (6)
months of the date the Treasurer expects to submit documents to the Fiscal Agent under the
Fiscal Agent Agreement with respect to a reduction of a Letter of Credit by reason of an
increase in the Parcel Value by an MAl appraiser (the "Appraiser") selected by the Authority,
or (B), in the alternative, the assessed value of all the Identified Parcels and improvements
thereon as shown on the then current County real property tax roll available to the Treasurer of
the Authority. It is expressly acknowledged that, in determining a Parcel Value, the Authority
may rely on an appraisal to determine the value of some or all of the Identified Parcels and/ or
the most recent County real property tax roll as to the value of some or all of the Identified
Parcels. Neither the Authority nor the Treasurer of the Authority shall be liable to 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.
"Parity Bonds" means Bonds issued by the Authority for the CFD, other than the Series
2006-A Bonds, in compliance with and under supplements to the Fiscal Agent Agreement.
"Payment Request" means a document, substantially in the form of Exhibit C hereto, to
be used by the Developer in requesting payment of a Purchase Price.
"Phase 1 Facilities" means the Facilities shown in Exhibit B hereto proposed to be
acquired with all or a portion of the proceeds the Series 2006-A Bonds.
"Plans" means the plans, specifications, schedules and related construction contracts for
the Facilities and/or any Discrete Components thereof approved pursuant to the applicable
standards of the City or other entity that will own, operate or maintain the Facilities when
completed and acquired. As of the date of this Acquisition Agreement, the City standards for
construction incorporate those set forth in the Green Book, Standard Specifications for Public
Works Construction (SSPWC), adopted by Public Works Standards, Inc., as modified by any
applicable City Special Provisions.
"Purchase Price" means the amount paid by the Authority for a Facility and/or any
Discrete Components thereof determined in accordance with Article V hereof, being an amount
equal to the Actual Cost of such Facility or Discrete Component, but subject to the limitations
and reductions provided for in Article V.
"Risk Manager" shall mean the person acting in the capacity of Risk Manager for the
City.
"Series 2006-A Bonds" means the first series of Bonds issued by the City for the CFD
under the Fiscal Agent Agreement.
"State" means the State of California.
"Supplement" means a written document amending, supplementing or otherwise
modifying this Acquisition Agreement and any exhibit hereto, including any amendments to
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the list of Facilities in Exhibit A, any amendments to the list of Facilities and their Budgeted
Costs and Discrete Components in Exhibit B, and/or the addition to Exhibit B of additional
Facilities (and Budgeted Costs and Discrete Components) to be financed with the proceeds of
the Bonds (including any Parity Bonds) deposited in the Improvement Fund.
"Tax Consultant" means David Taussig & Associates, Inc. or another independent
financial or tax consultant retained by the Authority or the City for the purpose of computing
the Special Taxes.
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ARTICLE II
RECITALS
Section 2.01. The CFD. The Board of Directors of the Authority is undertaking
proceedings to establish the CFD under the Act for the financing of, among other things, the
acquisition, construction and installation of public facilities identified in the proceedings to
form the CFD, which include the Facilities listed in Exhibit A hereto.
Section 2.02. The Development. The Developer, together with other entities, IS
developing land located within the CFD.
Section 2.03. The Facilities. The Facilities are within or in the vicinity of the CFD, and
the Authority and the Developer will benefit from a coordinated plan of design, engineering
and construction of the Facilities and the development of the land that is located within the
CFD. The Developer acknowledges that the inclusion of Facilities in Exhibit A hereto in no
way, in itself, obligates the Authority to issue any Bonds to finance the Facilities or implies that
the Authority has in any way engaged the Developer to construct the Facilities, except as
specifically provided in this Acquisition Agreement. The Facilities which are the subject of
acquisition from the Developer under this Acquisition Agreement are only the Facilities listed
in Exhibit B hereto, as such Exhibit may be amended and/or supplemented by any
Supplement, and this Acquisition Agreement shall in no way, by itself, obligate the Developer
to construct the Facilities except for those Facilities listed in Exhibit B.
Section 2.04. The Financing. The Developer and the Authority wish to finance the
acquisition of the Facilities and the payment therefor by entering into this Acquisition
Agreement for the acquisition of the Facilities and payment for Discrete Components thereof as
shown in Exhibit B hereto (as it may be amended and supplemented) with a portion of the
proceeds of the Bonds on deposit in the Improvement Fund.
Section 2.05. The Bonds. The Authority is proceeding with the authorization and
issuance of the Bonds for the CFD under the Act and the Fiscal Agent Agreement, the proceeds
of which Bonds shall be used, in part, to finance the acquisition of all or a portion of the
Facilities. The execution by the Authority of this Acquisition Agreement in no way obligates
the Authority to issue any Bonds, or the City to acquire any Facilities financed with proceeds of
any Bonds issued, except the Facilities listed in Exhibit B hereto which are to be acquired
subject to the terms and conditions set forth in this Agreement.
As more fully described in Section 3.04, it is contemplated that the Bonds will be issued
in more than one series, with the first series expected to be issued in the principal amount of
$51,970,000 on or about March 30, 2006, and subsequent series to be issued in such principal
amounts and on such date as determined by the Authority consistent with the provisions of
Section 3.04.
Section 2.06. No Advantage to Authority Construction. The Authority, by its approval
of this Acquisition Agreement, has determined that it will obtain no advantage from
undertaking the construction by the Authority directly of the Facilities, and that the provisions
of this Acquisition Agreement require that the Facilities be constructed by the Developer as if
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they had been constructed under the direction and supervision of the Authority. The
Developer hereby represents that it has experience in the supervision of the construction of
public facilities of the character of the Facilities.
Section 2.07. Agreements. In consideration of the mutual promises and covenants set
forth herein, and for other valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Authority and the Developer agree that the foregoing recitals, as
applicable to each, are true and correct and further make the agreements set forth herein.
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ARTICLE III
FUNDING
Section 3.01. Authority Proceedings. The Authority shall conduct all necessary
proceedings under the Act for the formation of the CFD and the issuance, sale and delivery of
Bonds for the CFD; provided, however, that nothing herein shall be construed as requiring the
Authority to issue the Bonds or any portion thereof. Upon the written request of the
Developer, the Developer and the Authority staff shall meet regarding the amount, timing and
other material aspects of the Bonds, but the legal proceedings and the principal amount,
interest rates, terms and conditions and timing of the sale of the Bonds shall be in all respects
subject to the approval of the Board of Directors of the Authority.
Section 3.02. Series 2006-A Bonds. The Authority, in connection with this Acquisition
Agreement, is proceeding with the issuance and delivery of the Series 2006-A Bonds for the
CFD. The Authority shall not be obligated to pay the Purchase Price of the Facilities or any
Discrete Components thereof except from amounts on deposit in the Improvement Fund on or
after the closing date of the Series 2006-A Bonds. The Authority makes no warranty, express or
implied, that the proceeds of the Bonds deposited and held in the Improvement Fund, and any
investment earnings thereon deposited to the Improvement Fund, will be sufficient for
payment of the Purchase Price of all of the Facilities.
The Developer agrees to assist the Authority in the preparation of any disclosure
document or continuing disclosure agreement deemed necessary by the Authority to issue each
series of the Bonds, including but not limited to the submission of information reasonably
requested by the Authority's disclosure counsel, any appraiser or any market absorption
consultant in connection with the preparation of disclosure materials for the sale of each series
of the Bonds, and the provision of such continuing disclosure obligations, certifications and
legal opinions as may be reasonably required by the underwriter of each respective series of the
Bonds.
Section 3.03. Bond Proceeds. The proceeds of the Bonds shall be deposited, held,
invested, reinvested and disbursed as provided in the Fiscal Agent Agreement. A portion of
the proceeds of the Bonds will be set aside in the Improvement Fund. Moneys in the
Improvement Fund shall be withdrawn therefrom in accordance with the provisions of the
Fiscal Agent Agreement and the applicable provisions hereof for payment of all or a portion of
the costs of construction and/ or acquisition of the Facilities (including payment of the Purchase
Price of Discrete Components thereof), all as herein provided.
It is hereby acknowledged that the proceeds of the sale of the Series 2006-A Bonds will
not be sufficient to fund the Purchase Prices of all of the Facilities. Accordingly, available Series
2006-A Bond proceeds will be used by the Authority to make deposits under the Fiscal Agent
Agreement as necessary to fund the following in the following order of priority: (i) the costs of
issuance of the Bonds; (ii) the reserve fund for the Bonds in the amount required by the Fiscal
Agent Agreement; (iii) capitalized interest for the Bonds for a term determined by the
underwriter for the Bonds, the Authority's financial advisor and the Authority Treasurer as
appropriate in the circumstances; (iv) an amount necessary to reimburse the Developer for
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amounts advanced by it for a fire station pursuant to the Conditions of Approval (being a total
of $3,100,000 as of the date of this Acquisition Agreement); (vi) an amount to pay
administrative expenses for the CFD during the capitalized period as determined by the
Authority Treasurer; (vi) an amount necessary to discharge outstanding assessment liens on the
property in the CFD; (vii) amounts to be deposited to the Public Works Administration
Account, the City Account and the EMWD Account, in that order, under and as such terms are
defined in the Fiscal Agent Agreement as determined by the Treasurer following consultation
with the Developer; (viii) remaining amounts shall be used to pay costs of the Facilities
indicated as Priority A in Exhibit D hereto, except that, as to Facility No. __ (as to which it is
acknowledged that the Developer has expended at least $____ towards the construction
thereof as of the date of issuance of the 2006 Bonds), up to $____ of the Purchase Price for
such Facility shall not be disbursed to the Developer unless and until the Director of Public
Works determines that the amounts to remain on deposit in the Acquisition Account following
such disbursement will be sufficient to pay the Purchase Prices of all of the Priority A Facilities
in Exhibit D not theretofore paid to the Developer; and (ix) when all costs of the Priority A
Facilities have been paid in full, as determined by the Director of Public Works, for Facilities
indicated as Priority B on Exhibit D hereto. The Developer acknowledges that the Authority
will deposit $1,000,000, plus an amount equal to ten percent (10%) of any net Bond proceeds
available to pay the Purchase Prices of Facilities that are in excess of $42,000,000 into the City
Account under the Fiscal Agent Agreement to pay for improvements other than those listed on
Exhibit A thereto and that any amount so deposited will not be available to pay for the
Purchase Prices of Facilities under this Acquisition Agreement.
The Developer agrees that the Authority alone shall direct the investment of the funds
on deposit in the funds and accounts established by or pursuant to the Fiscal Agent Agreement,
including the Improvement Fund, and that the Developer has no right whatsoever to direct
investments under the Fiscal Agent Agreement. The Authority agrees to consider, in preparing
the Fiscal Agent Agreement, provisions which allocate investment earnings on funds held
thereunder during the period of construction of the Facilities to the Improvement Fund.
The Authority shall have no responsibility whatsoever to the Developer with respect to
any investment of funds made under the Fiscal Agent Agreement, including any loss of all or a
portion of the principal invested or any penalty for liquidation of an investment. Any such loss
may diminish the amounts available in the Improvement Fund to pay the Purchase Price of
Facilities and Discrete Components hereunder. The Developer further acknowledges that the
obligation of any owner of real property in the CFD, including the Developer to the extent it
owns any real property in the CFD, to pay special taxes levied in the CFD is not in any way
dependent on: (i) the availability of amounts in the Improvement Fund to pay for all or any
portion of the Facilities or Discrete Components thereof hereunder, or (ii) the alleged or actual
misconduct of the Authority in the performance of its obligations under this Acquisition
Agreement, the Fiscal Agent Agreement, any developer agreement or amendment thereto or
any other agreement to which the Developer and the City or the Authority are signatories.
The Developer acknowledges that any lack of availability of amounts in the
Improvement Fund to pay the Purchase Price of Facilities or any Discrete Components thereof
shall in no way diminish any obligation of the Developer with respect to the construction of or
contributions for public facilities required by the Conditions of Approval.
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Section 3.04. Parity Bonds. The Authority may issue one or more series of Parity Bonds
for the CFD, as follows:
A. Parity Bonds of the CFD. As stated in Section 2.05, the Bonds may be issued
in more than one series. The first series of the Bonds for the CFD (being the Series 2006-
A Bonds) is expected to be in the principal amount of $51,970,000 and are expected to be
issued on or about March 30, 2006. Any subsequent series of Bonds for the CFD shall be
issued in such principal amount and on such date as determined by the Authority,
following consultation with the Developer, and subject to compliance with the Parity
Bond provisions of the Fiscal Agent Agreement (including any required increase in the
amount available to be drawn under the Letter of Credit). It is hereby acknowledged
that the intent of the Authority and the Developer is that the principal amount of any
second series of the Bonds for the CFD will be, to the greatest extent possible given the
constraints of the Parity Bond provisions of the Fiscal Agent Agreement, sized so as to
allow for the funding of as many of the Facilities that were not fully funded from the
proceeds of the Series 2006-A Bonds as practicable. It is further acknowledged,
however, that the Authority does not want to issue Bonds in an aggregate principal
amount such that the annual special taxes to be levied in the CFD to pay the debt service
on the Bonds and the administrative expenses of the CFD, together with all other annual
assessments, special taxes and other statutory encumbrances on property in the CFD,
exceed 2.0% of the expected purchase prices of the homes to be constructed in the CFD
(the "Special Tax Limitation") as reasonably estimated within ninety (90) days of the
expected date of Bond issuance by an absorption consultant engaged by the Authority.
In any event, the principal amount of any Parity Bonds for the CFD and the timing of
their issuance shall be determined by the Board of Directors of the Authority consistent
with the Authority's Local Goals and Policies for Community Facilities District (the
"Policies"), the Act and the Fiscal Agent Agreement.
B. General Provisions Related to Parity Bonds. At least ninety days prior to the
issuance of any Parity Bonds, and to the extent the expected proceeds thereof to be
deposited to the Improvement Fund, together with amounts, if any, then on deposit
therein are estimated by the Authority to be in excess of the Purchase Prices of the
Facilities listed in Exhibit B hereto not theretofore paid to the Developer in accordance
with the provisions hereof, the Developer shall provide to the Authority a list of
Facilities (taken solely from the list of Facilities in Exhibit A hereto) to be added to
Exhibit B (by means of a Supplement) and proposed Budgeted Costs thereof, sufficient
to use all amounts deposited to, and expected to be deposited from the proceeds of the
Parity Bonds to, the Improvement Fund within a three year period commencing with
the expected date of issuance of the Parity Bonds. City staff and consultants will review
such list and propose a Supplement to this Acquisition Agreement based thereon (but
with such adjustments thereto as they determine to be appropriate in the
circumstances), for approval by the Developer and the Authority. The Authority will
not offer for sale any Parity Bonds until any such Supplement described in the
proceeding sentence has been executed by the Authority and the Developer.
In connection with the issuance of any Parity Bonds, including the principal
amount thereof and the timing of the offer and sale thereof, the Authority will take into
account the advice of its financial advisor and the underwriter for the respective Parity
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Bonds, as well as current market conditions, and may reduce the principal amount of, or
delay the issuance of, any series of Parity Bonds if in the judgment of the Board of
Directors of the Authority it would be prudent in the circumstances.
The Developer shall advance funds to the Authority as necessary to pay any and
all noncontingent costs of the Authority or the City, as determined by the City, related
to the issuance of Parity Bonds, subject to reimbursement, to the extent permitted by the
Act as determined by bond counsel to the Authority, from the proceeds of the Parity
Bonds.
Notwithstanding any other provIsion of this Agreement to the contrary, the
Authority will not be obligated to consider the issuance of Parity Bonds after February
1, 2008.
Section 3.05. Letters of Credit. Prior to the issuance of the Series 2006-A Bonds, the
Developer shall provide or cause to be provided to the Fiscal Agent for each owner of land and
its Affiliates (a) that are projected by the Tax Consultant Bonds to be subject to 10% or more of
the expected annual special tax levy in the CFD (assuming Build-Out) following the issuance of
the Series 2006-A Bonds, and (b) that own land in a planning area and either (i) the then Parcel
Value of such land is less than three times the Parcel Liens for such land, or (ii) there are
conditions precedent to the issuance of building permits for all lots to be developed in such
planning area, as such conditions are set forth in the Preannexation and Development
Agreement, dated as of December 17, 2002, by and between the City and the Developer as
amended (the "Conditions"). It is hereby acknowledged that, as of the date of issuance of the
Series 2006-A Bonds, none of the other entities that own property in the CFD is an "Affiliate" of
the Developer. Each Letter of Credit delivered to the Fiscal Agent shall be accompanied by a
written certificate from the provider thereof or the Account Party which identifies the County
of Riverside Assessor's parcels in the CFD to which such letter of credit pertains.
A Letter of Credit provided to the Fiscal Agent shall be subject to draw by the Fiscal
Agent (i) in the amount of any special taxes levied by the CFD on any of the "parcels in the
CFD to which the Letter of Credit pertains" (as such phrase is defined in the next paragraph)
which are delinquent; or (ii) in whole if the Letter of Credit expires prior to the date on which it
is eligible for release in whole as described below and a replacement Letter of Credit satisfying
the criteria described in the definition "Letter of Credit" in Section 1.03 is not delivered to the
Fiscal Agent at least 5 days prior to such expiration date; (iii) in whole, if the rating of the
unsecured debt obligations of the provider of the Letter of Credit have been reduced to BBB or
its equivalent or lower by Moody's Investor's Service or Standard & Poor's Ratings Group.
Amounts drawn on any Letter of Credit pursuant to the preceding clause (i) will be deposited
to the special tax fund for the CFD Bonds and used for the purposes of such fund, and amounts
drawn on any Letter of Credit pursuant to the preceding clause (ii) or (iii) will be held in the
reserve fund for the CFD Bonds and drawn upon, with the proceeds of the draw deposited to
the Special Tax Fund, for the CFD Bonds, in the amount of any delinquent special taxes levied
in the CFD with respect to the parcels in the CFD to which the Letter of Credit pertains, or
released or reduced to the same extent the corresponding Letter of Credit would have been
released or reduced as described in the succeeding paragraph of this Section 3.05.
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The Authority will cause the Fiscal Agent to reduce the amount available to be drawn
on a letter of credit from time to time, but not more than once every six months (commencing
no sooner than six months after the closing date for the initial series of the Bonds), upon the
presentation to the Treasurer of a written estimate as to the expected annual special taxes that
may be levied on parcels in the CFD to which the Letter of Credit pertains, assuming Build-Out
(the "Maximum Amount"). In calculating the Maximum Amount (and for purposes of the first
and last sentences of the prior paragraph and clause (II) of the first sentence of the second
following paragraph), the term "parcels in the CFD to which the Letter of Credit pertains" shall
mean the parcels in the District which were initially identified by the applicable Account Party
as being the subject of the respective Letter of Credit less any parcels that are, at the time of
calculation, (i) owned by a party unaffiliated with the applicable Account Party, so long as the
maximum Special Taxes levied on such parcels (assuming Build-Out) is less than 10% of the
District-wide Maximum Special Taxes, (ii) subject to a separate Letter of Credit, as described
below, or (iii) owned by individual homeowners. If the Maximum Amount, multiplied by two
(herein, the "Revised Stated Amount"), is less than the current stated amount of the applicable
Letter of Credit, then the Treasurer shall provide written direction to the Fiscal Agent to reduce
the applicable Letter of Credit by the difference between the current stated amount of the Letter
of Credit and the Revised Stated Amount of the Letter of Credit. Promptly following receipt of
such written direction from the Finance Director, the Fiscal Agent shall complete and deliver to
the applicable Letter of Credit provider the appropriate certificates and annexes to the subject
Letter of Credit to effectuate the reduction of the stated amount of such Letter of Credit.
Notwithstanding the foregoing, a Letter of Credit shall not be reduced if the reason for the
reduction is the sale of property to an owner that will own, together with its Affiliates, property
responsible for 10% or more of the expected annual Special Taxes that may be levied on such
parcels in the CFD (assuming Build-Out) and either of the two conditions described in clauses
(b )(i) or (ii) of the first sentence of this Section 3.05 are applicable to the property so sold, unless
the new property owner provides evidence that the new owner has posted its own Letter of
Credit securing the payment of special taxes to be levied by the CFD on such property.
The Authority will cause the Fiscal Agent to release any Letter of Credit or portion
thereof upon receipt of a replacement letter of credit which satisfies the criteria in the definition
of "Letter of Credit" in Section 1.03 and with a face amount equal to the amount of the Letter of
Credit to be so released (as such face amount may be reduced pursuant to the preceding
paragraph).
The Fiscal Agent will agree in the Fiscal Agent Agreement to release, or reduce the
amount available to be drawn on, a Letter of Credit upon receipt of written direction from the
Treasurer to the effect that (I)(a) the then aggregate Parcel Value of the parcels in the CFD
identified by an Account Party and described in such written direction (the "Identified
Parcels"), which Identified Parcels are then owned by the Account Party or its affiliates to
which the Letter of Credit pertains is at least three times the Parcel Liens, and (I)(b) the
Conditions (as defined in the first paragraph of this Section 3.05) to the issuance of building
permits for all of the units expected to be constructed in the planning area in which the
Identified Parcels are located, as the number of such units to be constructed and such planning
area are identified in the most recent official statement and the appraisal appended thereto
used in connection with the sale of Bonds, have been satisfied; or (II) if the parcels to which the
Letter of Credit pertains are subject to less than 10% of the expected annual special tax levy in
the CFD (assuming Build-Out); or (III) the parcels identified by the applicable Account Party as
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being the subject to the Letter of Credit are subject to less than 10% of the expected annual
special tax levy in the CFD (assuming Build-Out). The Treasurer shall review appraisals (or
updates to prior appraisals) submitted to the Treasurer by or on behalf of an Account Party that
are conducted by an appraiser and in a form acceptable to the Treasurer to determine if any
Letter of Credit is to be released or reduced and, if so, shall so advise the Fiscal Agent in
writing. Promptly following receipt of written direction from the Treasurer as to a Letter of
Credit, the Fiscal Agent Agreement will direct the Fiscal Agent to complete and deliver to the
applicable Letter of Credit provider the appropriate certificates and annexes to the subject
Letter of Credit to effectuate the release or reduction of such Letter of Credit. In connection
with any such reduction, the amount available to be drawn on the applicable Letter of Credit
shall be reduced by an amount equal to two times the expected annual Special Taxes that may
be levied on the Identified Parcels (assuming Build-Out of such parcels) specified in the written
direction of the Treasurer described above (however, in any event, the Letter of Credit shall be
released if the conditions referenced in clause (III) of the first sentence of this paragraph have
been satisfied).
The Authority will cause to be remitted to the provider of any Letter of Credit which has
been drawn upon in respect of delinquent special taxes levied by the CFD, the amount of any
such delinquent special taxes, less any costs or administrative expenses incurred in connection
with the delinquency or the related draw on the Letter of Credit, not to exceed in any event the
amount so drawn on the Letter of Credit and received by the Fiscal Agent, when and if such
delinquent special taxes are collected by the CFD.
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ARTICLE IV
CONSTRUCTION OF FACILITIES
Section 4.01. Plans. To the extent that it has not already done so, the Developer shall
cause Plans to be prepared for the Facilities listed in Exhibit B. The Developer shall obtain the
written approval of the Plans in accordance with applicable ordinances and regulations of the
City and/ or the public entity that will own and operate the Facilities. Copies of all Plans shall
be provided by the Developer to the Director of Public Works upon request therefor, and, in
any event, as built drawings and a written assignment of the Plans for any Facility listed in
Exhibit B shall be provided to the City prior to its acceptance of the Facility.
Section 4.02. Duty of Developer to Construct. All Facilities to be acquired hereunder
specified in Exhibit B hereto, as amended from time to time, shall be constructed by or at the
direction of the Developer in accordance with the approved Plans and the Conditions of
Approval. The Developer shall perform all of its obligations hereunder and shall conduct all
operations with respect to the construction of Facilities in a good, workmanlike and
commercially reasonable manner, with the standard of diligence and care normally employed
by duly qualified persons utilizing their best efforts in the performance of comparable work
and in accordance with generally accepted practices appropriate to the activities undertaken.
The Developer shall employ at all times adequate staff or consultants with the requisite
experience necessary to administer and coordinate all work related to the design, engineering,
acquisition, construction and installation of the Facilities to be acquired from the Developer
hereunder.
The Developer shall be obligated: (i) to construct and cause conveyance to the City (or
other applicable governmental agency) all Facilities and Discrete Components thereof listed in
Exhibit B hereto, as it may be supplemented in connection with the issuance of Parity Bonds,
and (ii) to use its own funds to pay all costs thereof in excess of the Purchase Prices thereof to
be paid therefor hereunder, except as may otherwise expressly provided in the Conditions of
Approval.
The Developer shall not be relieved of its obligation to construct each Facility and
Discrete Component thereof listed in Exhibit B hereto and convey each such Facility to the City
in accordance with the terms hereof, even if, (i) because of the limitations imposed by Section
5.06 hereof, the Purchase Price for such Discrete Component or Facility is less than the Actual
Cost, or cost to the Developer, of such Discrete Component or Facility, or (ii) there are
insufficient funds in the Improvement Fund to pay the Purchase Prices thereof, and, in any
event, this Acquisition Agreement shall not affect any obligation of any owner of land in the
CFD under the Conditions of Approval with respect to the public improvements required in
connection with the development of the land within the CFD.
Section 4.03. Relationship to Public Works; Bidding Requirements. The following
shall apply to all contracts applicable to the Facilities and any Discrete Components thereof
acquired with funds withdrawn from the Improvement Fund:
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A. General. This Acquisition Agreement is for the acquisition of the Facilities
and payment for Discrete Components thereof listed in Exhibit B hereto from moneys in
the Improvement Fund and is not intended to be a public works contract. The
Authority and the Developer agree that the Facilities are of local, and not state-wide
concern, and that the provisions of the California Public Contract Code shall not apply
to the construction of the Facilities. The Authority and the Developer agree that the
Developer shall award all contracts for the construction of the Facilities and the Discrete
Components thereof listed in Exhibit B hereto and that this Acquisition Agreement is
necessary to assure the timely and satisfactory completion of such Facilities and that
compliance with the Public Contract Code with respect to such Facilities would work an
incongruity and would not produce an advantage to the Authority or the CFD.
B. Bidding Procedures. Notwithstanding the foregoing, the Developer shall
award all contracts for construction of the Facilities and any Discrete Components
thereof listed in Exhibit B, and materials related thereto, by means of a bid process
consistent with this Section 4.03 B. or otherwise acceptable to the Director of Public
Works, in each case consistent with applicable City regulations. The Developer shall
establish a list of written criteria acceptable to the Director of Public Works (including
experience, ability to perform on schedule and financial ability) to determine qualified
contractors for any contract. Such general contractors shall comply with any applicable
City regulations. Formal bids shall be requested from those entities on the list of
qualified contractors.
The Developer shall prepare bid packages, including engineering reports and
estimates, for each of the Facilities (or any specific Discrete Components thereof to be
separately bid), and shall submit such packages to the Director of Public Works,
reasonably in advance of the anticipated bid, for review. If the Developer would like
the option to proceed under the provisions of Section 4.03 C. below, the bid documents
shall expressly disclose the rights of the Developer to elect to perform or have its agent
perform the work with a specific reference to Section 53329.5 of the Act. Upon
agreement by the Director of Public Works and the Developer on the content of such bid
packages and a schedule of bid prices, plus an acceptable margin of variance, the
Developer may proceed to take bids on the applicable Facilities (or Discrete
Components). At the reasonable request of the Developer, the Director of Public Works
shall also meet with the qualified general contractors to discuss the requirements of the
particular contract to be bid.
Bids for each Facility or Discrete Component shall be submitted to the Director
of Public Works prior to the time and date prescribed for bid opening. If a bid is within
the constraints of the approved bid package, the Developer shall, subject to the
provisions of Section 4.03 C. below, award the applicable contract to the lowest
responsible bidder. If all bids are in excess of the bid parameters, the Developer shall
obtain the consent of the Director of Public Works prior to awarding the contract. Upon
written request of the Director of Public Works, the Developer shall provide an analysis
of bids for construction and materials for the Facilities or applicable Discrete
Components, indicating how the winning bid was determined and how it was
consistent with the applicable bid package. The Developer shall promptly publish notice
of the award of any contract in such paper as the Director of Public Works shall specify.
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C. Developer's Election to Perform Work. Notwithstanding the provisions of
Section 4.03 B. above, and in accordance with Section 53329.5 of the Act, if at the time
bids are received for any particular Facility or Discrete Component the Developer owns
three-fourths of the area of lands in the CFD taxed or liable to be taxed for purposes of
the CFD, the Developer or a designated agent thereof (who shall provide the Director of
Public Works with a written declaration under penalty of perjury in form acceptable to
the Director of Public Works to the effect that the Developer so owns such land and, if
applicable, that such other entity is such an agent), the Developer or its designated
agent may, within 10 days after the publication of the notice of the award of the
contract, elect to perform the work and enter into a written contract to do the whole
work at prices not exceeding the prices specified in the bid of the bidder to whom the
contract was awarded, and all work done under the contract shall be subject to all
provisions of this Acquisition Agreement other than the requirement that the contract
work be awarded to and performed by the lowest responsible bidder. The Developer
shall advise the Director of Public Works of any election under the preceding sentence,
and shall promptly provide written notice to the bidder to whom the contract was
awarded of its election to perform the work, and that the services of such winning
bidder will no longer be required. The Developer (and its agents) may only avail itself
of the foregoing provisions of this Section 4.03 C. if the bid documents for the respective
Facility or Discrete Component expressly disclosed its right to do so, as required by the
second paragraph of Section 4.03 B. above.
If the Developer elects not to perform the work and not to enter into a written
contract for that work within 10 days of publication of the notice of the award of the
contract (as evidenced by its failure to provide the written notices described in the
second preceding sentence within such 10 day period), or if the Developer (or its agent,
as applicable) fails to commence the work within 15 days after the date of the written
contract entered into by the Developer (or its agent) and the Authority and to continue
that work with diligence to completion, as determined by the Board of Directors of the
Authority, a contract shall be entered into by the Authority, on behalf of the CFD with
the original bidder to whom the contract was awarded at the prices specified in his or
her bid.
D. Scheduling. The Developer shall develop or cause to be developed and
shall maintain or cause to be maintained a schedule, using the critical path method, for
the construction of the Facilities to be acquired hereunder. The Developer shall provide
the Director of Public Works with complete copies of the schedule and each update to
the schedule for the Director's review.
E. Periodic Meetings. From time to time (expected to be at least every two
weeks) at the request of the Director of Public Works, representatives of the Developer
shall meet and confer with City staff, consultants and contractors regarding matters
arising hereunder with respect to the Facilities, Discrete Components and the progress
in constructing and acquiring the same, and as to any other matter related to the
Facilities or this Acquisition Agreement. The Developer shall advise the Director of
Public Works in advance of any coordination and scheduling meetings to be held with
contractors relating to the Facilities, in the ordinary course of performance of an
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individual contract. The Director of Public Works or the Director of Public Work's
designated representative shall have the right to be present at such meetings, and to
meet and confer with individual contractors if deemed advisable by the Director of
Public Works to resolve disputes and/ or ensure the proper completion of the Facilities.
Section 4.04. Independent Contractor. In performing this Acquisition Agreement, the
Developer is an independent contractor and not the agent or employee of the Authority, the
City or the CFD. None of the Authority, the City or the CFD shall be responsible for making
any payments directly or otherwise to any contractor, subcontractor, agent, consultant,
employee or supplier of the Developer.
Section 4.05. Performance and Payment Bonds. The Developer agrees to comply with
all applicable performance and payment bonding requirements of the Authority (and other
applicable public entities and/or public utilities) with respect to the construction of the
Facilities listed in Exhibit B hereto. Performance and payment bonds shall not be required of
the Developer to the extent moneys are available in the Improvement Fund to pay the Purchase
Price of a Facility (and consistent with the Budgeted Costs therefore shown in Exhibit B and the
limitations expressed in Section 5.06 hereof); provided that all contractors and/or
subcontractors employed by the Developer in connection with the construction of Facilities
listed in Exhibit B hereto shall provide a labor and materials and performance bonds which
name the Authority and the City as additional insureds.
Section 4.06. Contracts and Change Orders. The Developer shall be responsible for
entering into all contracts and any supplemental agreements (commonly referred to as "change
orders") required for the construction of the Facilities listed in Exhibit B hereto, as amended
from time to time, and all such contracts and supplemental agreements shall be submitted to
the Director of Public Works. Prior approval of supplemental agreements by the Director of
Public Works shall only be required for such change orders which in any way materially alter
the quality or character of the subject Facilities, or which involve an amount greater than
$5,000.00. The Authority expects that such contracts and supplemental agreements needing
prior approval by the Director of Public Works will be approved or denied (any such denial to
be in writing, stating the reasons for denial and the actions, if any, that can be taken to obtain
later approval) within ten (10) business days of receipt by the Director of Public Works thereof.
Any approval by the Director of Public Works of a supplemental agreement shall in no way
affect the Budgeted Costs listed in Exhibit B for any related Facility or Discrete Component, but
to the extent that it increases the Actual Cost of a Facility or Discrete Component, such
increased cost may be payable as part of the Purchase Price of the related Facility or Discrete
Component as provided in Section 5.06A. hereof.
Section 4.07. Time for Completion. The Developer agrees that this Acquisition
Agreement is for the benefit of the Authority and the Developer and, therefore, the Developer
represents that it reasonably expects to complete the Phase 1 Facilities and to have requested
payment for the Phase 1 Facilities under this Acquisition Agreement within thirty-six (36)
calendar months from the date of the closing of the Series 2006-A Bonds.
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ARTICLE V
ACQUISITION AND PAYMENT
Section 5.01. Inspection. No payment hereunder shall be made by the Authority to the
Developer for a Facility or Discrete Component thereof until the Facility or Discrete Component
thereof has been inspected and found to be completed in accordance with the approved Plans
by the City or other applicable public entity or utility. The Authority shall cause the City to
make periodic site inspections of the Facilities to be acquired hereunder; provided that in no
event shall the Authority incur any liability for any delay in the inspection of any Facilities or
Discrete Components. For Facilities to be acquired by other public entities or utilities, the
Developer shall be responsible for obtaining such inspections and providing written evidence
thereof to the Director of Public Works. The Developer agrees to pay all inspection, permit and
other similar fees of the City applicable to construction of the Facilities, subject to
reimbursement therefor as an Actual Cost of the related Facility.
Section 5.02. Agreement to Sell and Purchase Facilities. The Developer hereby agrees
to sell the Facilities listed in Exhibit B hereto to the City (or other applicable public agency that
will own a Facility), and the Authority hereby agrees to use amounts in the Improvement Fund
to pay the Purchase Prices thereof to the Developer, subject to the terms and conditions hereof.
The Authority shall not be obligated to finance the purchase of any Facility until the Facility is
completed and the Acceptance Date for such Facility has occurred; provided that the Authority
has agreed hereunder to make payments to the Developer for certain Discrete Components of
Facilities expressly shown in Exhibit B hereto, as it may be supplemented by any Supplement.
The Developer acknowledges that the Discrete Components have been identified for payment
purposes only, and that the City (or other applicable public agency that will own a Facility)
shall not accept a Facility of which a Discrete Component is a part until the entire Facility has
been completed. The Authority acknowledges that the Discrete Components do not have to be
accepted by the City (or other applicable public agency that will own a Facility) as a condition
precedent to the payment of the Purchase Price therefor, but any such payment shall not be
made until the Discrete Component has been completed in accordance with the Plans therefor,
as determined by the Director of Public Works. In any event, the Authority shall not be
obligated to pay the Purchase Price for any Facility or Discrete Component except from the
moneys in the Improvement Fund.
Section 5.03. Payment Requests. In order to receive the Purchase Price for a completed
Facility or Discrete Component, inspection thereof under Section 5.01 shall have been made and
the Developer shall deliver to the Director of Public Works: (i) a Payment Request in the form
of Exhibit C hereto for such Facility or Discrete Component, together with all attachments and
exhibits required by Exhibit C and this Section 5.03 to be included therewith (including, but not
limited to Attachments 1 and 2 to Exhibit C), and (ii) if payment is requested for a completed
Facility, (a) if the property on which the Facility is located is not owned by the City (or other
applicable public agency that will own the Facility) at the time of the request, a copy of the
recorded documents conveying to the City (or other applicable public agency that will own the
Facility) Acceptable Title to the real property on, in or over which such Facility is located, as
described in Section 6.01 hereof, (b) a copy of the recorded notice of completion of such Facility
(if applicable), (c) to the extent paid for with the proceeds of the Bonds, an assignment to the
CFD of any reimbursements that may be payable with respect to the Facility, such as public or
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private utility reimbursements, and (d) an assignment of the warranties and guaranties for such
Facility, as described in Section 6.05 hereof, in a form acceptable to the Authority.
Section 5.04. Processing Payment Requests. Upon receipt of a Payment Request (and
all accompanying documentation), the Director of Public Works shall conduct a review in order
to confirm that such request is complete, that such Discrete Component or Facility identified
therein was constructed in accordance with the Plans therefor, and to verify and approve the
Actual Cost of such Discrete Component or Facility specified in such Payment Request. The
Director of Public Works shall also conduct such review as is required in his discretion to
confirm the matters certified in the Payment Request. The Developer agrees to cooperate with
the Director of Public Works in conducting each such review and to provide the Director of
Public Works with such additional information and documentation as is reasonably necessary
for the Director of Public Works to conclude each such review. For any Facilities to be acquired
by another public entity or utility, the Developer shall provide evidence acceptable to the
Director of Public Works that such Facilities are acceptable to such entity or utility. Within ten
(10) business days of receipt of any Payment Request, the Director of Public Works expects to
review the request for completeness and notify the Developer whether such Payment Request
is complete, and, if not, what additional documentation must be provided. If such Payment
Request is complete, the Director of Public Works expects to provide a written approval or
denial (specifying the reason for any denial) of the request within 30 days of its submittal. If a
Payment Request seeking reimbursement for more than one Facility or Discrete Component is
denied, the Director of Public Works shall state whether the Payment Request is nevertheless
approved and complete for anyone or more Facilities or Discrete Components and any such
Facilities or Discrete Components shall be processed for payment under Section 5.05
notwithstanding such partial denial. If multiple payment requests are submitted
simultaneously, the Developer shall designate the order in which they are to be reviewed.
Section 5.05. Payment. Upon approval of the Payment Request by the Director of
Public Works, the Director of Public Works shall sign the Payment Request and forward the
same to the City's Director of Finance. Upon receipt of the reviewed and fully signed Payment
Request, the City's Director of Finance shall, within the then current City financial accounting
payment cycle but in any event within thirty (30) days of receipt of the approved Payment
Request, cause the same to be paid by the Fiscal Agent under the applicable provisions of the
Fiscal Agent Agreement, to the extent of funds then on deposit in the Improvement Fund. Any
approved Payment Request not paid due to an insufficiency of funds in the Improvement Fund,
shall be paid promptly following the deposit into the Improvement Fund of proceeds of any
investment earnings or other amounts transferred to the Improvement Fund under the terms of
the Fiscal Agent Agreement.
The parties hereto acknowledge that (i) the Developer will be constructing Facilities and
Discrete Components prior to the issuance of any Parity Bonds the proceeds of which will be
used to reimburse the Developer for those Facilities and Discrete Components not funded from
the Series 2006-A Bonds, (ii) the Developer may be submitting Payment Requests to the
Authority in advance of such an issuance of Parity Bonds, with knowledge that there may be
insufficient funds available in the Improvement Fund for reimbursement, (iii) the Facilities and
Discrete Components that are the subject of the Payment Requests submitted when there are
insufficient proceeds will be inspected and reviewed by the Director of Public Works as set
forth in this Article V and that such Payment Requests will be reviewed by the Director of
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Public Works and, if appropriate, submitted in the manner set forth in Sections 5.03, 5.04 and
5.05, and (iv) the payment for any Payment Requests approved in the preceding manner will be
deferred until the date, if any, on which there are sufficient amounts in the Improvement Fund
to make such payment, at which time the Director of Public Works will forward the approved
Payment Requests to the City's Director of Finance, who will then arrange for payment from
the Fiscal Agent in the manner set forth above. At all times, the construction of the Facilities is
made with the expectation that such Facilities will be purchased by the Authority (but solely
from amounts available in the Improvement Fund), and that the conveyance of such Facilities
to the City (or any other party that will own the same) prior to receipt of the Purchase Price for
such Facilities shall not be construed as a dedication or gift, or a waiver of the obligation
hereunder to pay the Purchase Price for such Facilities. Notwithstanding any other provisions
of this Acquisition Agreement, no further payments of the Purchase Prices of Facilities will be
made after March 1, 2016.
The Purchase Price paid hereunder for any Facility or Discrete Component shall
constitute payment in full for such Facility or Discrete Component, including, without
limitation, payment for all labor, materials, equipment, tools and services used or incorporated
in the work, supervision, administration, overhead, expenses and any and all other things
required, furnished or incurred for completion of such Facility or Discrete Component, as
specified in the Plans.
Section 5.06. Restrictions on Payments. Notwithstanding any other provisions of this
Acquisition Agreement, the following restrictions shall apply to any payments made to the
Developer under Sections 5.02 and 5.05 hereof:
A. Amounts of Payments. Subject to the following paragraphs of this Section
5.06, payments for each Discrete Component or Facility will be made only in the amount
of the Purchase Price for the respective Discrete Component or Facility; however, if the
Actual Cost exceeds the Budgeted Cost for a Discrete Component or a Facility, the
excess shall be borne by the Developer until such time as either (i) the proceeds of Parity
Bonds are deposited to the Improvement Fund, or (ii) a Budgeted Cost for another
Discrete Component or Facility is greater than the Actual Cost therefore, in which event
the savings shall be applied to reduce any excess of Actual Cost over Budgeted Cost
previously paid for any Facility or Discrete Component by the Developer. Any savings
attributable to the Actual Cost being less than Budgeted Cost which are not disbursed
under the previous sentence to cover unreimbursed Actual Costs or as otherwise
consented to by the Developer shall be carried forward to be credited against future cost
overruns, or costs related to supplemental agreements (change orders), or if not needed
for either of the foregoing purposes, to be disposed of as provided in the Fiscal Agent
Agreement for excess monies in the Improvement Fund.
Nothing herein shall require the Authority in any event (i) to pay more than the
Actual Cost of a Facility or Discrete Component, (ii) to make any payment beyond the
available funds in the Improvement Fund, or (iii) to pay for any roadway improvements
that are not generally accessible to the public (i.e. behind gates that impede the free flow
of traffic). The parties hereto acknowledge and agree that all payments to the Developer
for the Purchase Prices of Facilities or Discrete Components are intended to be
reimbursements to the Developer for monies already expended or for immediate
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payment by the Developer (or directly by the Authority) to third parties in respect of
such Facilities and/ or Discrete Components.
No payment shall be made for the Purchase Price of any Discrete Component if
(i) the Developer fails to fully provide any information requested pursuant to the second
sentence of Section 8.01G. related thereto, or (ii) if the Authority or the City determines
that the provisions of Section 8.01G. hereof were violated in connection with the work
related to such Discrete Component and such violation has not been remedied to the
satisfaction of the City Attorney.
B. Toint or Third Party Payments. The Authority may make any payment jointly
to the Developer and any mortgagee or trust deed beneficiary, contractor or supplier of
materials, as their interests may appear, or solely to any such third party, if the
Developer so requests the same in writing (including, but not limited to, any financial
institution providing financing to the Developer or any Affiliate thereof) or as the
Authority otherwise determines such joint or third party payment is necessary to obtain
lien releases.
C. Withholding Payments. The Authority shall be entitled, but shall not be
required, to withhold any payment hereunder for a Discrete Component or a Facility if
the Developer or any Affiliate is delinquent in the payment of ad valorem real property
taxes, special assessments or taxes, or special taxes in each case as levied on property
located in the CFD. In the event of any such delinquency, the Authority shall only make
payments hereunder, should any be made at the Authority's sole discretion, directly to
contractors or other third parties employed in connection with the construction of the
Facilities or to any assignee of the Developer's interests in this Acquisition Agreement
(and not to the Developer or any Affiliate), until such time as the Developer provides
the Director of Public Works with evidence that all such delinquent taxes and
assessments have been paid.
The Authority shall withhold payment for any Discrete Component or Facility
constructed on land not previously dedicated or otherwise conveyed to the City, until
Acceptable Title to such land is conveyed to the City or other public entity that will own
the respective Facility, as described in Article VI hereof.
The Authority shall withhold payment for any Facility or Discrete Component
identified as a Priority B item in Exhibit D hereto until the Director of Public Works has
determined that all costs of items identified as Priority A in Exhibit D have been paid in
full.
The Authority shall be entitled to withhold any payment hereunder for a
Discrete Component that is the subject of a Payment Request until it is satisfied that any
and all claims for labor and materials have been paid by the Developer for the Discrete
Component that is the subject of a Payment Request, or conditional lien releases have
been provided by the Developer for such Discrete Component. The Authority, in its
discretion, may waive this limitation upon the provision by the Developer of sureties,
undertakings, securities and/or bonds of the Developer or appropriate contractors or
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subcontractors and deemed satisfactory by the Director of Public Works to assure
payment of such claims.
The Authority shall be entitled to withhold payment for any Facility hereunder
to be owned by the City (or the final Discrete Component of any such Facility) until: (i)
the Director of Public Works determines that the Facility is ready for its intended use,
(ii) the Acceptance Date for the Facility has occurred and the requirements of Section
6.01, if applicable to such Facility, have been satisfied, and (iii) a Notice of Completion
executed by the Developer, in a form acceptable to the Director of Public Works, has
been recorded for the Facility and general lien releases conditioned solely upon
payment from the proceeds of the Bonds to be used to acquire such Facility (or final
Discrete Component) have been submitted to the Director of Public Works for the
Facility. The Authority hereby agrees that the Developer shall have the right to post or
cause the appropriate contractor or subcontractor to post a bond with the City to
indemnify it for any losses sustained by the City or the Authority because of any liens
that may exist at the time of acceptance of such a Facility, so long as such bond is drawn
on an obligor and is otherwise in a form acceptable to the Director of Public Works. The
Authority shall be entitled to withhold payment for any Facility (or the final Discrete
Component of any such Facility) to be owned by other governmental entities, until the
Developer provides the Director of Public Works with evidence that the governmental
entity has accepted dedication of and/ or title to the Facility. If the Director of Public
Works determines that a Facility is not ready for intended use under (i) above, the
Director of Public Works shall so notify the Developer as soon as reasonably practicable
in writing specifying the reason(s) therefor.
Nothing in this Acquisition Agreement shall be deemed to prohibit the
Developer from contesting in good faith the validity or amount of any mechanics or
materialmans lien nor limit the remedies available to the Developer with respect thereto
so long as such delay in performance shall not subject the Facilities or any Discrete
Component thereof to foreclosure, forfeiture or sale. In the event that any such lien is
contested, the Developer shall only be required to post or cause the delivery of a bond in
an amount equal to twice the amount in dispute with respect to any such contested lien,
so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the
Director of Public Works.
D. Retention. The Authority shall withhold in the Improvement Fund an
amount equal to ten percent (10%) of the Purchase Price of each Facility or Discrete
Component to be paid hereunder. Any such retention will be released to the Developer
upon final completion and acceptance of the related Facility and the expiration of a
maintenance period consistent with applicable City policy thereafter (currently a one
year warranty period for any landscaping, and upon receipt of a maintenance bond
acceptable to the Director of Public Works to remain in effect for one year as to other
Facilities).
Notwithstanding the foregoing, the Developer shall be entitled to payment of
any such retention upon the completion and acceptance of a Facility or Discrete
Component, if a maintenance or warranty bond is posted in lieu thereof in accordance
with Section 6.06 hereof. Payment of any retention shall also be contingent upon the
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availability of monies in the Improvement Fund therefor. No retention shall apply if the
Developer proves to the Director of Public Work's satisfaction that the Developer's
contracts for the Facilities (or Discrete Components) provide for the same retention as
herein provided, so that the Purchase Price paid for the Facility or Discrete Component
is at all times net of the required retention.
E. Frequency. Unless otherwise agreed to by the Director of Public Works, no
more than one Payment Request shall be submitted by the Developer in any calendar
month.
F. Right-of-Way. Payments for any right-of-way described in Exhibit B hereto
shall be based upon appraisals of the respective land to be acquired in a form acceptable
to the Director of Public Works, or upon such other basis as the Director of Public Works
shall determine is appropriate in the circumstances.
Section 5.07. Acquisition of Additional Facilities. If the construction and acquisition
of all the Facilities theretofore listed in Exhibit B have been completed and the Purchase Prices
(including any retentions described in 5.06D. above) with respect thereto have been paid, and
funds remain on deposit in the Improvement Fund, the Authority and the Developer may
designate in a Supplement hereto, Facilities (and/or Discrete Components thereof) to be
constructed and acquired with such remaining funds to be selected from the list of Facilities in
Exhibit A.
Prior to the issuance of any Parity Bonds, the City and the Developer shall designate
Facilities (and any Discrete Components thereof) to be constructed and acquired with the
proceeds of such Parity Bonds, to the extent required and consistent with the provisions of
Section 3.04C. hereof.
Section 5.08. Defective or Nonconforming Work. If any of the work done or materials
furnished for a Facility or Discrete Component listed in Exhibit B are found by the Director of
Public Works to be defective or not in accordance with the applicable Plans: (i) and such
finding is made prior to payment for the Purchase Price of such Facility or Discrete Component
hereunder, the Authority may withhold payment therefor until such defect or nonconformance
is corrected to the satisfaction of the Director of Public Works, or (ii) and such finding is made
after payment of the Purchase Price of such Facility or Discrete Component, the Authority and
the Developer shall act in accordance with the City's standard specification for public works
construction (which are set forth in the Green Book, Standard Specifications for Public Works
Construction (SSPWC), by Public Works Standards, Inc., as modified by applicable City Special
Provisions.
Section 5.09. Modification of Discrete Components. Upon written request of the
Developer, the Director of Public Works shall consider modification of the description of any
Discrete Component. Any such modification shall be subject to the written approval of the
Director of Public Works, and shall not diminish the overall Facilities listed in Exhibit B to be
provided by the Developer hereunder (in a material way such that the change invalidates any
of the assumptions used in the appraisal conducted to sell the Bonds). It is expected that any
such modification will be solely for purposes of dividing up the work included in any Discrete
Component for purposes of acceptance and payment, for example: (i) separation of irrigation
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and landscaping from other components of a Discrete Component, (ii) modifications to allow
for payment for roadway improvements prior to completion of the top course of paving, or (iii)
division of utility construction by utility work orders. In most instances, the Director of Public
Works will only approve modifications for payment purposes when there will be an unusual
period of time between the completion and acceptance of such divided work or to better
implement the phasing of the overall construction of the Facilities; but no such circumstances
shall this Section in any way obligate the Director of Public Works to approve such
modification.
Section 5.10. EMWD Acquisition Facilities. Notwithstanding any other provision of
this Acquisition Agreement, the Purchase Price for any EMWD Acquisition Facility shall be the
respective "value" of such Facility as determined pursuant to Section 7(b) of the Joint
Community Facilities Agreement - EMWD, dated as of January 1, 2005 (the "EMWD
Agreement"), among the Eastern Municipal Water District, the Authority and the Developer,
and such Facilities shall be constructed and accepted in accordance with the EMWD
Agreement.
The Developer agrees to notify the Authority in writing promptly following the date on
which it will no longer submit any Payment Request relative to the EMWD Acquisition
Facilities pursuant to the EMWD Agreement. Following receipt of such notice, the Authority
shall direct the Fiscal Agent to close any EMWD Account established under the Fiscal Agent
Agreement and to transfer any remaining amounts on deposit therein as provided in the Fiscal
Agent Agreement.
Section 5.11. Right of City to Make Withdrawals From Improvement Fund. The
Developer acknowledges that the City may transfer or cause to be transferred amounts from the
Improvement Fund to the City as necessary to pay costs of the City (i) in the event that the
construction of the Facilities is substantially delayed, (ii) the plans for or any other aspect of
such construction are substantially altered without the consent of the City, or (iii) otherwise in
the amount of any costs that the Director of Public Works determines that the City has incurred
or reasonably expects to incur in connection with the performance of the obligations of the City
(including the Director of Public Works) under this Acquisition Agreement that were not
funded at the time of issuance of any series of the Bonds from the proceeds of such Bonds
deposited to a Public Works Administration Account created under the Fiscal Agent
Agreement and specifically to be used for such purpose. The City shall give written notice of
the amount of any such expected transfer and the purpose(s) thereof to the Developer, prior to
implementing transfer. The Developer acknowledges that any transfer described in the second
preceding sentence will reduce the amount available to pay the Purchase Prices of the Facilities
and Discrete Components thereof hereunder.
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ARTICLE VI
OWNERSHIP AND TRANSFER OF FACILITIES
Section 6.01. Facilities to be Owned by the City - Conveyance of Land and Easements
to City. Acceptable Title to all property on, in or over which each Facility to be acquired by the
City will be located, shall be deeded over to the City by way of grant deed, quitclaim, or
dedication of such property, or easement thereon, if such conveyance of interest is approved by
the City as being a sufficient interest therein to permit the City to properly own, operate and
maintain such Facility located therein, thereon or thereover, and to permit the Developer to
perform its obligations as set forth in this Acquisition Agreement. The Developer agrees to
assist the City in obtaining such documents as are required to obtain Acceptable Title.
Completion of the transfer of title to land shall be accomplished prior to the payment of the
Purchase Price for a Facility (or the last Discrete Component thereof) and shall be evidenced by
recordation of the acceptance thereof by the City Councilor the designee thereof.
Section 6.02. Facilities to be Owned by the City - Title Evidence. Upon the request of
the City, the Developer shall furnish to the City a preliminary title report for land with respect
to Facilities to be acquired by the City and not previously dedicated or otherwise conveyed to
the City, for review and approval at least fifteen (15) calendar days prior to the transfer of
Acceptable Title to a Facility to the City. The Director of Public Works shall approve the
preliminary title report unless it reveals a matter which, in the judgment of the City, could
materially affect the City's use and enjoyment of any part of the property or easement covered
by the preliminary title report. In the event the City does not approve the preliminary title
report, the City shall not be obligated to accept title to such Facility and the Authority shall not
be obligated to pay the Purchase Price for such Facility (or the last Discrete Component thereof)
until the Developer has cured such objections to title to the satisfaction of the City.
Section 6.03. Facilities Constructed on Private Lands. If any Facilities to be acquired
are located on privately-owned land, the owner thereof shall retain title to the land and the
completed Facilities until acquisition of the Facilities under Article V hereof. Pending the
completion of such transfer, the Developer shall not be entitled to receive any payment for any
such Facility or the last Discrete Component thereof. The Developer shall, however, be entitled
to receive payment for Discrete Components (other than the last Discrete Component) upon
making an irrevocable offer of dedication of such land in form and substance acceptable to the
Director of Public Works. Notwithstanding the foregoing, upon written request of the Director
of Public Works before payment for any Discrete Component of such a Facility, the Developer
shall conveyor cause to be conveyed Acceptable Title thereto in the manner described in
Sections 6.01 and 6.02 hereof.
Section 6.04. Facilities Constructed on City Land. If the Facilities to be acquired are on
land owned by the Authority, the Authority shall cause the City to grant to the Developer a
license to enter upon such land for purposes related to the construction (and maintenance
pending acquisition) of the Facilities. The provisions for inspection and acceptance of such
Facilities otherwise provided herein shall apply.
Section 6.05. Facilities to be Acquired by Other Public Agencies. With respect to any
Facility to be acquired by a public entity other than the City, the Developer shall comply with
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such entities rules and regulations regarding title and conveyance of property, and provide the
Director of Public Works with evidence of such compliance, prior to the payment of the
Purchase Price for any such Facility (or the last Discrete Component thereof).
Section 6.06. Maintenance and Warranties. The Developer shall maintain each
Discrete Component in good and safe condition until the Acceptance Date of the Facility of
which such Discrete Component is a part. Prior to the Acceptance Date, the Developer shall be
responsible for performing any required maintenance on any completed Discrete Component
or Facility. On or before the Acceptance Date of the Facility, the Developer shall assign to the
Authority all of the Developer's rights in any warranties, guarantees, maintenance obligations
or other evidence of contingent obligations of third persons with respect to such Facility. The
Developer shall maintain or cause to be maintained each Facility to be owned by the City
(including the repair or replacement thereof) for a period of one year from the Acceptance Date
thereof, or, alternatively, shall provide a bond reasonably acceptable in form and substance to
the Director of Public Works for such period and for such purpose (specifically, a one-year
maintenance period for landscaping improvements, and for the posting of a warranty bond to
remain in effect for one year as to other Facilities), to insure that defects, which appear within
said period will be repaired, replaced, or corrected by the Developer, at its own cost and
expense, to the satisfaction of the Director of Public Works. During any such one-year period,
the Developer shall commence to repair, replace or correct any such defects within thirty (30)
days after written notice thereof by the Authority, the City or other public entity that took
ownership of the respective Facility to the Developer, and shall complete such repairs,
replacement or correction as soon as practicable. After such one-year period, the City (or other
public entity that has accepted title to the Facility) shall be responsible for maintaining such
Facility. Any warranties, guarantees or other evidences of contingent obligations of third
persons with respect to the Facilities to be acquired by the City shall be delivered to the
Director of Public Works as part of the transfer of title.
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ARTICLE VII
INSURANCE; RESPONSIBILITY FOR DAMAGE
Section 7.01. Liability Insurance Requirements. The Developer shall provide to the
Director of Public Works evidence of insurance and endorsements thereto on forms acceptable
to the Risk Manager within 10 working days of execution by it of this Acquisition Agreement.
The Developer shall procure and maintain for the duration of this Acquisition
Agreement the following minimum insurance coverage and limits against claims for injuries to
persons or damage to property which may arise from or in connection with the performance of
the work covered by this Acquisition Agreement by the Developer, its agents, representatives,
employees or subcontractors:
(a) Premises, operation and mobile equipment.
(b) Products and completed operations.
(c) Explosion, collapse and underground hazards.
(d) Personal injury.
(e) Contractual liability.
(f) Errors and omissions for work performed by design professionals.
COVERAGE PER OCCURRENCE
Commercial General
Liability (Primary)
Umbrella Liability
(Over Primary, if required)
Business Auto
Workers' Compensation/
Employers' Liability
Errors and Omissions
ISO FORM
CG 00 0111 85 or 88 Rev.
$2,000,000
GL 00 0111 85 or 88 Rev.
$1,000,000
CA 00 01 06 92 $1,000,000
Statutory
$1,000,000
$1,000,000
Combined single limit per occurrence shall include coverage for bodily injury, personal injury,
and property damage for each accident and a five million dollar ($5,000,000) general aggregate.
Insurance shall be placed with insurers that are admitted to the State of California and with an
AM Best's Rating of no less than A:VIL
The Developer shall furnish to the Risk Manager certificates of insurance and
endorsements on forms specified by the Risk Manager, duly authenticated, giving evidence of
the insurance coverage required in this contract and other evidence of coverage or copies of
policies as may be reasonably required by the Risk Manager from time to time. Each required
insurance policy coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after fifteen (15) days written notice by certified mail, return receipt
requested, has been given to the Risk Manager.
Liability coverage shall not be limited to the vicarious liability or supervising role of any
additional insured nor shall there be any limitation with the severability clause. Coverage shall
contain no limitation endorsements and there shall be no endorsement or modification limitinge
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the scope of coverage for liability arising from pollution, explosion, collapse, underground
property damage or employment related practices.
Any umbrella liability coverage shall apply to bodily injury /property damage, personal
injury/advertising injury, at a minimum, and shall include a "drop down" provision providing
primary coverage above a maximum $25,000.00 self-insured retention for liability not covered
by primary polices not covered by the umbrella policy. Coverage shall be following form to any
other underlying coverage. Coverage shall be on a "pay on behalf" basis, with defense costs
payable in addition to policy limits. There shall be no cross policy exclusion and no limitation
endorsement. The policy shall have starting and ending dates concurrent with the underlying
coverage.
All liability insurance shall be on an occurrence basis. Insurance on a claims made basis
will be rejected. Any deductibles or self-insured retentions shall be declared to and approved
by the Risk Manager. The insurer shall provide an endorsement to the City eliminating such
deductibles or self-insured retentions as respects the Authority, and its consultants, and each of
its Boardmembers, officials, employees and volunteers.
All subcontractors employed on the work referred to in this Acquisition Agreement
shall meet the insurance requirements set forth in this Section 7.01 for the Developer. The
Developer shall furnish certificates of insurance and endorsements for each subcontractor at
least five days prior to the subcontractor entering the job site, or the Developer shall furnish the
Risk Manager an endorsement including all subcontractors as insureds under its policies.
Neither the City nor the Authority shall be liable for any accident, loss, or damage to the
work prior to its completion and acceptance, and the Developer shall save, keep and hold
harmless the Authority, the City and their consultants, and each of their Boardmembers,
Councilmembers, officers, officials, employees, agents and volunteers from all damages, costs
or expenses in law or equity that may at any time arise or be claimed because of damages to
property, or personal injury received by reason of or in the course of performing work, which
may be caused by any willful or negligent act or omission by the Developer or any of the
Developer's employees, or any subcontractor.
The cost of insurance required by this subsection shall be born by the Developer and its
subcontractors and no compensation for purchasing insurance or additional coverage needed to
meet these requirements will be paid for by the Authority.
In the event that any required insurance is reduced in coverage, canceled for any reason,
voided or suspended, the Developer agrees that the Authority may arrange for insurance
coverage as specified, and the Developer further agrees that administrative and premium costs
may be deducted from any deposits or bonds the Authority may have, or from the
Improvement Fund. A reduction or cancellation will be grounds for termination of this
Acquisition Agreement and will cause a halt to payment for any work on the Facilities until the
insurance is reestablished.
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Liability policies shall contain, or be endorsed to contain the following provisions:
(a) General Liability and Automobile Liability: The Authority, the City and their
respective consultants, and each of their Boardmembers, Councilmembers, officers,
officials, employees and volunteers shall be covered as additional insureds using ISO
form CG 00 01 11 85 or 88 as it respects: liability arising out of activities performed by or
on behalf of the Developer; products and completed operations of the Developer'
premises owned, occupied or used by the Developer; or automobiles owned, leased,
hired or borrowed by the Developer. The coverage shall contain no special limitations
on the scope or protection afforded to the Authority, the City and their respective
consultants, and each of their respective Boardmembers, Councilmembers, officers,
officials, employees, or volunteers.
The Developer's insurance coverage shall be primary insurance with respect to
the Authority, the City and their respective consultants, and each of their respective
Boardmembers, Councilmembers, officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the Authority, the City and their respective
consultants, and each of their respective Boardmembers, Councilmembers, officers,
officials, employees and volunteers shall be excess of the Developer's insurance and
shall not contribute with it.
Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Authority, the City, and their respective consultants, and each
of their respective Boardmembers, Councilmembers, officers, officials, employees, and
volunteers.
The Developer's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(b) Workers' Compensation and Employer's Liability: The Developer and all
subcontractors shall have workers' compensation for all employees in conformance with
the requirements in Section 3700 of the Labor Code.
(c) Error and Omissions Liability: The Developer and all subcontractors who
are design professionals shall have and maintain errors and omissions insurance.
Section 7.02. Responsibility for Damage. The Developer shall take and assume all
responsibility for the work performed as part of the Facilities constructed pursuant to this
Acquisition Agreement. The Developer shall bear all losses and damages directly or indirectly
resulting to it, to the Authority, to the City, and their respective consultants, and their
respective Boardmembers, Councilmembers, officers, employees and agents, or to others on
account of the performance or character of the work, unforeseen difficulties, accidents of any
other causes whatsoever.
The Developer shall assume the defense of and indemnify and save harmless the
Authority, the City, and their respective consultants, their respective Boardmembers,
Councilmembers, officers, employees, and agents, from and against any and all claims, losses,
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damage, expenses and liability of every kind, nature, and description, directly or indirectly
arising from the performance of the work, and from any and all claims, losses, damage,
expenses, and liability, howsoever the same may be caused, resulting directly, or indirectly
from the nature of the work covered by this Acquisition Agreement, to the fullest extent
permitted by law and regardless (except as provided in the next sentence) of responsibility for
any negligence. In accordance with Civil Code section 2782, nothing in this Section 7.02 shall
require defense or indemnification for death, bodily injury, injury to property, or any other loss,
damage or expense arising from the sole negligence or willful misconduct of the Authority, the
City, and their respective consultants, and their respective Boardmembers, Councilmembers,
agents, servants or independent contractors who are directly responsible to the Authority or the
City, or for defects in design furnished by such persons. Moreover, nothing in this Section 7.02
shall apply to impose on the Developer, or to relieve the Authority or the City from, liability for
active negligence of the Authority, the City, or their respective consultants or their respective
Boardmembers, Councilmembers, officers, employees or agents as delineated in Civil Code
Section 2782. Any relief for determining the Authority's or the City's sole or active negligence
shall be determined by a court of law.
The Authority does not, and shall not, waive any rights against the Developer which it
may have by reason of the aforesaid hold harmless agreements because of the acceptance by the
Authority or the City, or deposit with the Authority by the Developer of any insurance policies
described in Section 7.01. The aforesaid hold harmless agreement by the Developer shall apply
to all damages and claims for damages of every kind suffered, or alleged to have been suffered
by reasons of any of the aforesaid operations of the Developer, or any subcontractor, regardless
of whether or not such insurance policies are determined to be applicable to any of such
damages or claims for damages.
No act by the City, or its representatives in processing or accepting any plans, in
releasing any bond, in inspecting or accepting any work, or of any other nature, shall in any
respect relieve the Developer or anyone else from any legal responsibility, obligation or liability
it might otherwise have.
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ARTICLE VIII
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 8.01. Representations, Covenants and Warranties of the Developer. The
Developer represents and warrants for the benefit of the Authority as follows:
A. Organization. The Developer is a limited liability company duly organized
and validly existing under the laws of the State of California, is in compliance with all
applicable laws of the State, and has the power and authority to own its properties and
assets and to carryon its business as now being conducted and as now contemplated.
B. Authority. The Developer has the power and authority to enter into this
Acquisition Agreement, and has taken all action necessary to cause this Acquisition
Agreement to be executed and delivered, and this Acquisition Agreement has been duly
and validly executed and delivered by the Developer.
C. Binding Obligation. This Acquisition Agreement is a legal, valid and binding
obligation of the Developer, enforceable against the Developer in accordance with its
terms, subject to bankruptcy and other equitable principles.
D. Compliance with Laws. The Developer shall not with knowledge commit,
suffer or permit any act to be done in, upon or to the lands of the Developer in the CFD
or the Facilities in violation of any law, ordinance, rule, regulation or order of any
governmental authority or any covenant, condition or restriction now or hereafter
affecting the lands in the CFD or the Facilities.
E. Requests for Payment. The Developer represents and warrants that (i) it will
not request payment from the Authority for the acquisition of any improvements that
are not part of the Facilities, and (ii) it will diligently follow all procedures set forth in
this Acquisition Agreement with respect to the Payment Requests.
F. Financial Records. Until the date which is one year following the date of the
final acceptance of the Facilities, the Developer covenants to maintain proper books of
record and account for the construction of the Facilities and all costs related thereto.
Such accounting books shall be maintained in accordance with generally accepted
accounting principles, and shall be available for inspection by the Authority or its agent
at any reasonable time during regular business hours on reasonable notice.
G. Prevailing Wages. The Developer covenants that, with respect to any
contracts or subcontracts for the construction of the Facilities listed in Exhibit B to be
acquired from the Developer hereunder, it will assure complete compliance with any
applicable law or regulation for the payment of prevailing wages. The Developer shall
provide, at the written request of the Director of Public Works, evidence satisfactory to
the Director of Public Works that the Developer has complied with the provisions of this
Section 8.DIG. with respect to any Facilities or Discrete Components thereof to be
funded under this Acquisition Agreement.
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H. Plans. The Developer represents that it has obtained or will obtain approval
of the Plans for the Facilities listed in Exhibit B to be acquired from the Developer
hereunder from all appropriate departments of the City and from any other public
entity or public utility from which such approval must be obtained. The Developer
further agrees that the Facilities listed in Exhibit B to be acquired from the Developer
hereunder have been or will be constructed in full compliance with such approved
plans and specifications and any supplemental agreements (change orders) thereto, as
approved in the same manner.
I. Land Owners. The Developer agrees that in the event that it sells any land
owned by it within the boundaries of the CFD other than to an individual prospective
homeowner, the Developer will (i) notify the Authority within 30 days of the sale, in
writing, identifying the legal name of and mailing address for the purchaser, the
applicable County Assessor's parcel Number or Numbers for the land sold and the
acreage of the land sold, (ii) notify the purchaser in writing prior to the closing of any
such sale of the existence of this Acquisition Agreement and, in general, the Developer's
rights and obligations hereunder with respect to the construction of and payment for
the Facilities, and (iii) notify the purchaser (including for purposes of this clause (iii) any
prospective homeowner buying property from the Developer) in writing of the
existence of the CFD and the special tax lien in connection therewith, and otherwise
comply with any applicable provision of Section 53341.5 of the Act.
J. Additional Information. The Developer agrees to cooperate with all
reasonable written requests for nonproprietary information by the original purchasers
of the Bonds or the Authority related to the status of construction of improvements
within the CFD, the anticipated completion dates for future improvements, and any
other matter material to the investment quality of the Bonds.
K. Continuing Disclosure. The Developer agrees to comply with all of its
obligations under any continuing disclosure agreement executed by it in connection
with the offering and sale of any of the Bonds.
1.. Ownership By Affiliates. The Developer agrees to provide to the City's
Finance Director on the date of issuance of the Bonds, on (or within five (5) business
days of) July 1 of each year so long as the Bonds are outstanding and the Developer or
any Affiliate thereof owns property in the CFD, and on any other date upon three
business days notice from the City's Finance Director, a written list of all Affiliates of
the Developer which own or control the ownership of land located within the CFD, or
which have options on land within the CFD, indicating the parcels of land by County
Assessor's Parcel number of all such land so owned or optioned.
M. Allocation of Sales Taxes to Authority. The Developer shall use reasonable
efforts, with respect to any construction contract for a contract price of $5,000,000 or
more and related to any construction by the Developer within the geographical
boundaries of the City, to have the installing contractor obtain a sub-permit from the
California Board of Equalization under the Bradley-Bums Uniform Local Sales and Use
Tax law for the job site on which the work is to be performed.
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Section 8.02. Indemnification and Hold Harmless. The Developer shall assume the
defense of, indemnify and save harmless the Authority, the City and the District, members of
the governing board of the Authority and of the City Council of the City, their officers, officials,
employees and agents and each of them, from and against all actions, damages, claims, losses
or expense of every type and description to which they may be subjected or put, by reason of,
or resulting from the breach of any provision of this Acquisition Agreement by the Developer,
the Developer's or any other entity's negligent design, engineering and/or construction of any
of the Facilities acquired from the Developer hereunder, the Developer's non-payment under
contracts between the Developer and its consultants, engineer's, advisors, contractors,
subcontractors and suppliers in the provision of the Facilities, or any claims of persons
employed by the Developer or its agents to construct the Facilities. Notwithstanding the
foregoing, no indemnification is given hereunder for any action, damage, claim, loss or expense
directly attributable to the intentional acts or negligence of the Authority, the CFD or the City,
or their respective Boardmembers, Councilmembers, officers, officials, directors, employees or
agents hereunder.
No provision of this Acquisition Agreement shall in any way limit the Developer's
responsibility for payment of damages resulting from the operations of the Developer, its
agents, employees or its contractors.
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ARTICLE IX
TERMINATION
Section 9.01. No Bonds. If, for any reason, the Authority does not issue the Series 2006-
A Bonds for the CFD by December 31, 2006, this Acquisition Agreement shall terminate and be
null and void and of no further effect.
Section 9.02. Mutual Consent. This Acquisition Agreement may be terminated by the
mutual, written consent of the Authority and the Developer, in which event the Authority may
let contracts for any remaining work related to the Facilities not theretofore acquired from the
Developer hereunder, and use all or any portion of the monies in the Improvement Fund to pay
for same, and the Developer shall have no claim or right to any further payments for the
Purchase Price of Facilities or Discrete Components hereunder, except as otherwise may be
provided in such written consent.
Section 9.03. Authority Election for Cause. The following events shall constitute
grounds for the Authority, at its option, to terminate this Acquisition Agreement, without the
consent of the Developer:
(a) The Developer shall voluntarily file for reorganization or other relief under
any Federal or State bankruptcy or insolvency law.
(b) The Developer shall have any involuntary bankruptcy or insolvency action
filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take
possession of the assets of Developer, or shall suffer an attachment or levy of execution
to be made against the property it owns within the CFD unless, in any of such cases,
such circumstance shall have been terminated or released within thirty (30) days
thereafter.
(c) The Developer shall abandon construction of the Facilities listed in Exhibit B.
Failure for a period of ninety (90) consecutive days to undertake substantial work
related to the construction of the Facilities listed in Exhibit B, other than for a reason
specified in Section 9.04 hereof, shall constitute a noninclusive example of such
abandonment.
(d) The Developer shall breach any material covenant or default In the
performance of any material obligation hereunder.
(e) The Developer shall transfer any of its rights or obligations under this
Acquisition Agreement without the prior written consent of the Authority.
(f) The Developer shall have made any material misrepresentation or omission in
any written materials furnished in connection with any preliminary official statement,
official statement or bond purchase contract used in connection with the sale of the
Bonds.
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(g) The Developer or any of its Affiliates shall at any time challenge the validity
of the CFD, or any of the Bonds, or the levy of special taxes within the CFD, other than
on the grounds that such levy was not made in accordance with the terms of the Rate
and Method of Apportionment of the Special Taxes for the CFD.
(h) The Developer elects to perform or have its agent perform work under the
provisions of Section 4.03 c., but fails to continue the work with diligence to
completion, as described in the second paragraph of Section 4.03 C.
If any such event occurs, the Authority shall give written notice of its knowledge thereof
to the Developer, and the Developer agrees to meet and confer with the Director of Public
Works and other appropriate City staff and consultants within ten (10) days of receipt of such
notice as to options available to assure timely completion of the Facilities listed in Exhibit B.
Such options may include, but not be limited to the termination of this Acquisition Agreement
by the Authority. If the Authority elects to terminate this Acquisition Agreement, the
Authority shall first notify the Developer (and any mortgagee or trust deed beneficiary
specified in writing by the Developer to the Authority to receive such notice) of the grounds for
such termination and allow the Developer a minimum of thirty (30) days to eliminate or
mitigate to the satisfaction of the Director of Public Works the grounds for such termination.
Such period may be extended, at the sole discretion of the Authority, if the Developer, to the
satisfaction of the Authority, is proceeding with diligence to eliminate or mitigate such grounds
for termination. If at the end of such period (and any extension thereof), as determined solely
by the Authority, the Developer has not eliminated or completely mitigated such grounds, to
the satisfaction of the Authority, the Authority may then terminate this Acquisition Agreement.
Notwithstanding the foregoing, so long as any event listed in any of clauses (a) through
and including (h) above has occurred, notice of which has been given by the Authority to the
Developer, and such event has not been cured or otherwise eliminated by the Developer, the
Authority may in its discretion cease making payments for the Purchase Price of Facilities or
Discrete Components under Article V hereof.
Section 9.04. Force Majeure. Whenever performance is required of a party hereunder,
that party shall use all due diligence and take all necessary measures in good faith to perform,
but if completion of performance is delayed by reasons of floods, earthquakes or other acts of
God, war, terrorist attacks, civil commotion, riots, strikes, picketing, or other labor disputes,
damage to work in progress by casualty, or by other cause beyond the reasonable control of the
party (financial inability excepted), then the specified time for performance shall be extended
by the amount of the delay actually so caused.
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ARTICLE X
MISCELLANEOUS
Section 10.01. Limited Liability of Authority. The Developer agrees that any and all
obligations of the Authority arising out of or related to this Acquisition Agreement are special
and limited obligations of the Authority and the Authority's obligations to make any payments
hereunder are restricted entirely to the moneys, if any, in the Improvement Fund and from no
other source. No member of the Authority's Board of Directors, or Authority staff member,
employee or agent shall incur any liability hereunder to the Developer or any other party in
their individual capacities by reason of their actions hereunder or execution hereof.
Section 10.02. Excess Costs. The Developer agrees to pay all costs of the Facilities that
it is obligated to construct pursuant to Section 4.02 in excess of the moneys available therefor in
the Improvement Fund.
Section 10.03. Audit. The Director of Public Works and/or the City's Director of
Finance shall have the right, during normal business hours and upon the giving of two (2)
business days prior written notice to the Developer, to review all books and records of the
Developer pertaining to costs and expenses incurred by the Developer in to any of the Facilities,
and any bids taken or received for the construction thereof or materials therefor.
Section 10.04. Attorney's Fees. In the event that any action or suit is instituted by
either party against the other arising out of this Acquisition Agreement, the party in whose
favor final judgment shall be entered shall be entitled to recover from the other party all costs
and expenses of suit, including reasonable attorneys' fees.
Section 10.05. Notices. Any notice, payment or instrument required or permitted by
this Acquisition Agreement to be given or delivered to either party shall be deemed to have
been received when personally delivered, or transmitted by telecopy or facsimile transmission
(which shall be immediately confirmed by telephone and shall be followed by mailing an
original of the same within twenty-four hours after such transmission), or seventy-two hours
following deposit of the same in any United States Post Office, registered or certified mail,
postage prepaid, addressed as follows:
Authority or CFD:
Temecula Public Financing Authority
43200 Business Park Drive
Temecula, California 92590
Attention: Director of Public Works
Developer:
Ashby USA, LLC
470 E. Harrison Street
Corona, California 92879-1314
Each party may change its address or addresses for delivery of notice by delivering
written notice of such change of address to the other party.
-37-
Section 10.06. Severability. If any part of this Acquisition Agreement is held to be
illegal or unenforceable by a court of competent jurisdiction, the remainder of this Acquisition
Agreement shall be given effect to the fullest extent possible.
Section 10.07. Successors and Assigns. This Acquisition Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the parties hereto. This
Acquisition Agreement shall not be assigned by the Developer, except in whole to an Affiliate,
without the prior written consent of the Authority, which consent shall not be unreasonably
withheld or delayed. In connection with any such consent of the Authority, the Authority may
condition its consent upon the acceptability of the relevant experience and financial condition
of the proposed assignee, the assignee's express assumption of all obligations of the Developer
hereunder, and/or upon any other factor which the Authority deems relevant in the
circumstances. In any event, any such assignment shall be in writing, shall clearly identify the
scope of the rights and/or obligations assigned, and shall not be effective until approved in
writing by the Authority. Any assignment consented to by the Authority shall release the
Developer from its obligations and liabilities under this Acquisition Agreement to the extent so
assigned.
Notwithstanding the foregoing, the Developer may assign its rights to payment
hereunder, without the prior consent of the Authority, to any financial institution providing
financing to the Developer or an Affiliate of the Developer.
Section 10.08. Other Agreements. The obligations of the Developer hereunder shall be
those of a party hereto and not as an owner of property in the CFD. Nothing herein shall be
construed as affecting the Authority's or the Developer's rights, or duties to perform their
respective obligations, under other agreements, use regulations or subdivision requirements
relating to the development of the lands in the CFD. This Acquisition Agreement shall not
confer any additional rights, or waive any rights given, by either party hereto under any
development or other agreement to which they are a party.
Section 10.09. Waiver. Failure by a party to insist upon the strict performance of any of
the provisions of this Acquisition Agreement by the other party, or the failure by a party to
exercise its rights upon the default of the other party, shall not constitute a waiver of such
party's right to insist and demand strict compliance by the other party with the terms of this
Acquisition Agreement thereafter.
Section 10.10. Merger. No other agreement, statement or promise made by any party
or any employee, officer or agent of any party with respect to any matters covered hereby that
is not in writing and signed by all the parties to this Acquisition Agreement shall be binding.
Section 10.11. Parties in Interest. Nothing in this Acquisition Agreement, expressed or
implied, is intended to or shall be construed to confer upon or to give to any person or entity
other than the Authority, the City, and the Developer any rights, remedies or claims under or
by reason of this Acquisition Agreement or any covenants, conditions or stipulations hereof;
and all covenants, conditions, promises, and agreements in this Acquisition Agreement
contained by or on behalf of the Authority or the Developer shall be for the sole and exclusive
benefit of the Authority, the City, and the Developer. The City is an intended third party
beneficiary of this Agreement.
-38-
Section 10.12. Amendment. This Acquisition Agreement may be amended, from time
to time, by written Supplement hereto and executed by both the Authority and the Developer.
Section 10.13. Counterparts. This Acquisition Agreement may be executed in
counterparts, each of which shall be deemed an original.
Section 10.14. Governing Law. The provisions of this Acquisition Agreement shall be
governed by the laws of the State of California applicable to contracts made and performed in
such State.
-39-
IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement as of
the day and year first-above written.
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-02 (RORIPAUGH RANCH)
and, to the extent formed as contemplated by
the provisions hereof, the OVERLAY CFD
By:
Executive Director
ASHBY USA, LLC
By: Ashby Development Company, Inc., a
California corporation, Managing Member
By:
Justin K. Ashby, Vice President
By: USA Investment Partners, LLC, a Nevada
limited liability company, Member
By:
Joseph D. Milanowski
Its:
20009.03:)5756
-40-
ACQUISITION AGREEMENT
EXHIBIT A
DESCRIPTION OF FACILITIES ELIGIBLE FOR
ACQUISITION FROM THE DEVELOPER
1. Murrieta Hot Springs Road
Murrieta Hot Springs Road (MHSR) from the Westerly Boundary Line of Tract 29661
(existing end of pavement) to Butterfield Stage Road:
Improvements include grading for full right-of-way with 2:1 slopes, paving, curb and
gutter, median curb, sidewalk, street lights, signing and striping, traffic signal(s)
landscaping, irrigation, storm drain, concrete slope protection, sewer and water
pipelines, and other appurtenant improvements necessary to complete MHSR.
2. Butterfield Stage Road
Butterfield Stage Road (BSR) from the Northerly tract boundary to Rancho California
Road:
Improvements include grading full right-of-way with 2:1 slopes, paving, curb and
gutter, median curb, sidewalk, street lights, traffic signal(s), signing and striping,
landscaping, irrigation, storm drain, concrete slope protection, bridges over Santa
Gertrudis Creek, and Long Valley Channel, sewer and water pipelines, and other
appurtenant improvements necessary to complete Butterfield Stage Road.
3. Nicolas Road
3a Nicolas Road BSR to the Easterly Metropolitan Water District (MWD) RIW:
Improvements include grading right-of-way with 2:1 slopes, paving, asphalt berms,
curb and gutter, sidewalk, asphalt path, split rail fence, street lights, landscaping,
irrigation, storm drain, underground sewer and water pipelines, and other appurtenant
improvements necessary to complete Nicolas Road.
3b Nicolas Road from the Easterly MWD RIW to Liefer Road including construction of
Calle Garisol realignment to Nicolas Road:
Improvements include grading partial right-of-way (40' travel way) with 2:1 slopes,
paving, asphalt berms, curb and gutter, sidewalk, asphalt path, utility relocations, traffic
detour, split rail fence, street lights, signing and striping, landscaping, irrigation, sewer,
storm drain, bridge over Santa Gertrudis Creek (including channel lining and transition
structure to bridge), access road, exit structure and other appurtenant improvements
necessary to complete Nicolas Road.
Exhibit A
Page 1
3c Nicolas Road Sewer Pipeline from Liefer Road to Joseph Road:
Improvements include installing a IS" main line sewer including street re-pavement,
traffic detour and other appurtenant improvements necessary to complete Nicolas Road
Sewer pipeline.
3d Nicolas Road and North General Kearny Road intersection signalization:
Improvements include signalization of intersection, striping, traffic control and other
appurtenant improvements necessary to complete the signalization.
3e Nicolas Road and Winchester Road intersection widening and signal modification:
Improvements include modifications to existing traffic signal, storm drain, paving, curb
and gutter, median curb, bus turn-out, striping, traffic control and other appurtenant
improvements necessary to complete the intersection and signal modifications.
4. Calle Chap os
Calle Chap os from BSR to Walcott Lane:
Improvements include grading half right-of-way width plus twelve feet with 2:1 slopes,
paving, AC dike, storm drain and other appurtenant improvements necessary to
complete Calle Chapos.
5. Long Valley Channel
Long Valley Channel from the Westerly RIW of BSR to the Easterly Project Boundary:
Improvements include grading of channel, flow-by detention basin, construction of
drop structures, trapezoidal channel lining, transition structures to Butterfield Stage
Road Bridge, rip-rap, grading and paving of access roads, fencing, and other
appurtenant improvements necessary to complete Long Valley Channel.
6. Santa Gertrudis Creek
Santa Gertrudis Creek from the Habitat Area to the exit channel at MWD RIW:
Improvements include a flow-by detention basin, headwalls, trapezoidal channel lining
and transition structures; grading, fencing and paving for access roads; desilting and
detention basins, rip-rap protection, rip-rap dissipaters, berms, grading of exit structure
and other appurtenant improvements necessary to complete Santa Gertrudis Creek.
Exhibit A
Page 2
7. Environmental Mitigation
Mitigation for the Long Valley Channel and Santa Gertrudis Creek improvements:
Creation of 8.2 acres of habitat within open space to include grading, access road,
electrical service, irrigation, plant and seed installation and other appurtenant
improvements necessary to complete resource agency conditioned environmental
mitigation for the Long Valley Channel and Santa Gertrudis Creek improvements.
8. Sports Park
Sports Park at the SE corner of the intersection of North Loop Road and Butterfield
Stage Road:
Construct 19.7-acre Sports Park including grading, parking, building, lighting
landscaping, irrigation, playing fields, basketball courts, children's play area, equipment
with a useful life of five (5) years or more and other appurtenant improvements
necessary to complete the Sports Park.
9. Fire Station Site Grading
Roripaugh Ranch Fire Station site grading
Improvements include site grading and other appurtenant improvements necessary to
provide a rough graded fire station site.
10. North Loop Road
North Loop Road from BSR to Gate House East of BSR (Public Section only):
Improvements include grading full right-of-way with 2:1 slopes, paving, curb and
gutter, median curb, sidewalk, street lights, signing and striping, landscaping,
irrigation, storm drain, sewer and water pipelines, North Loop Road Bridge and other
appurtenant improvements necessary to complete the public segment of the North Loop
Road East of BSR.
11. South Loop Road
South Loop Road from BSR to Gate House East of BSR (Public Section only):
Improvements include grading full right-of-way with 2:1 slopes, paving, curb and
gutter, median curb, sidewalk, street lights, signing and striping, landscaping,
irrigation, storm drain, sewer and water pipelines, and other appurtenant
improvements necessary to complete the public segment of the South Loop Road East of
BSR.
Exhibit A
Page 3
12. Roripaugh Valley Road (A Street)
Roripaugh Valley Road Grading and Street Improvements from Murrieta Hot
Springs Road to Butterfield Stage Road:
Improvements include grading full right-of-way with 2:1 slopes, paving, curb and
gutter, median curb, sidewalk, street lights, signing and striping, landscaping,
irrigation, storm drain, sewer and water pipelines, and other appurtenant
improvements necessary to complete Roripaugh Valley Road between Murrieta Hot
Springs Road and Butterfield Stage Road.
13. Fiesta Ranch Road ( B Street)
Fiesta Ranch Road Grading and Street Improvements from Roripaugh Valley Road to
Nicolas Road:
Improvements include grading full right-of-way with 2:1 slopes, paving, curb and
gutter, median curb, sidewalk, street lights, signing and striping, landscaping,
irrigation, storm drain, sewer and water pipelines, and other appurtenant
improvements necessary to complete Fiesta Ranch Road between Roripaugh Valley
Road and Nicolas Road.
14. Neighborhood Park
Neighborhood Park at the SW corner of the intersection of Murrieta Hot Springs
Road and Roripaugh Valley Road (A Street):
Construct 5.1-acre Neighborhood Park including grading, parking, restroom building,
lighting, landscaping, irrigation, open grass area, basketball court, children's play area,
equipment with a useful life of five (5) years or more and other appurtenant
improvements necessary to complete the Neighborhood Park.
Exhibit A
Page 4
ACQUISITION AGREEMENT
EXHIBIT B
DISCRETE COMPONENTS OF PHASE 1 FACILITIES AND
RELATED BUDGETED COSTS
Discrete
Facility Component Segment
No. Segment Description Discrete Component Budget Budget
1. MURRIETA HOT SPRINGS ROAD
1a. Murrieta Hot Springs Rd from W. Bndry of
Tr 29661 to N. Bndry of Tr 29661
Rough Grading $25,610.40
Finish Grading $7,876.45
Water $84,238.33
Streets $494,128.45
$611,854
lb. Murrieta Hot Springs Rd from N. Bndry of
Tr 29661 to Westside of MWD ROW-2,300'
Rough Grading $602,129
Finish Grading $83,817
Stonn Drain $284,593
Water $323,772
Streets $908,729
Landscape/Irrigation $115,854
$2,318,893
1e. Murrieta Hot Springs Rd from Westside of
MWD ROW to Butterfield Stage Rd-1,500'
Rough Grading $396,050
Finish Grading $64,973
Stonn Drain $423,636
Sewer $23,810
Water $209,522
Streets $931,058
Landscape/Irrigation $40,149
$2,089,197
TOTAL FOR MURRIETA HOT SPRINGS ROAD: $5,019,944
Exhibit B
Page 1
2 BUTTERFIELD STAGE ROAD
2a. Butterfield Stage Rd from North R.O.w. of
Murrieta Hot Springs Rd to North ROW of
Nicolas Road-2,300'
Rough Grading $1,478,326
Finish Grading $177,095
Stonn Drain $879,736
Water $205,025
Streets $1,127,442
Landscape/Irrigation $150,124
$4,017,748
2b. Butterfield Stage Rd from Nicolas Rd. to
550' South of Nicolas Rd-550'
Rough Grading $176,869
Finish Grading $21,744
Stonn Drain $510,156
Sewer $68,757
Water $134,109
Streets $242,534
Bridge(Sta. Gertrudis $6,675,0902
Crossing)
Landscape/Irrigation $14,955
$7,844,217
2e Butterfield Stage Rd from 550'S / of Nieolas
Rd to Sly Bndry Line-1,910'
Rough Grading $950,554
Finish Grading $88,019
Stonn Drain $581,815
Sewer $176,054
Water $155,728
Streets $744,143
Bridge (Long Valley $1,724,569
Crossing)
Landscape/Irrigation $130,371
$4,551,255
2d. ButterfieldStageRdfromS /BndryofT ract295
33to1230'N / ofLaSerena W ay-2,110'(50%
within County)
Rough Grading $760,345
Finish Grading $122,315
Stonn Drain $434,265
Water $-
Streets $1,658,246
Landscape/Irrigation $-
$2,975,171
Exhibit B
Page 2
2e. Butterfield Stage Rd from 1230'N / of La
Serena Way to 700'5/ of La Serena Way-
1,930'
(Westerly 1/2 eompleted by Shea Homes) Rough Grading
Finish Grading
Stonn Drain
Water
Streets
Landscape/Irrigation
2f. ButterfieldStageRdfrom700'S / ofLaSerenato
Chemin Clinetl / 2W idth - 2,620'
2g. ButterfieldStageRdfromChemintoRanehoC
alifomiaRoadfromexistingpavingtoeasterly
ROW-2600'
3 NICOLAS ROAD
3a. Nicolas Road from Butterfield Stage Road
to MWD ROW-1200'
Exhibit B
Page 3
$1,016,801
$117,092
$183,351
$-
$1,451,391
$-
Rough Grading
Finish Grading
Stonn Drain
Streets
Landscape/Irrigation
$777,529
$129,000
$160,768
$1,822,880
$-
Rough Grading
Finish Grading
Stonn Drain
Streets
Landscape/Irrigation
$167,221
$37,234
$-
$980,200
$-
$2,768,635
$3,051,999
$1,184,655
TOTAL FOR BUTTERFIELD STAGE RD: $26,393,674
Rough Grading
Finish Grading
Stonn Drain
Sewer
Water
Streets
Landscape/Irrigation
$267,136
$32,677
$357,774
$143,684
$62,922
$570,691
$59,298
$1,494,183
3bl. Nicolas Road from MWD ROW to 450' East
of Calle Girasol-2,400'
Rough Grading $38,431
Finish Grading $71,009
Stonn Drain $67,505
Sewer $502,112
Streets $446,715
Landscape/Irrigation $-
$1,125,772
3b2. Nicolas Road from 450' East of Calle
Girasol to E. ROW Liefer Rd-1,180'
Rough Grading $113,498
Finish Grading $97,193
Stonn Drain $-
Sewer $145,788
Streets $221,721
Bridge(Sta. Gertrudis $2,854,797
Crossing)
Landscape/Irrigation $-
$3,432,998
SUB TOT AL FOR NICOLAS ROAD (new): $6,052,953
3e Nicolas Road Trunk Sewer from 190'Ej of
Leifer Rd to Joseph Rd-2,770'
Sewer $547,757
Streets $-
$547,757
3d Nicolas Road @ North General Kearney
Signalized Intersection
Signalization $219,896
$219,896
3e N icolasRoad@WinchesterRoadIntersection
W ideningandSignalModification
Intersection Mods $3,259,093
$3,259,093
TOTAL NICOLAS ROAD: $10,079,699
Exhibit B
Page 4
4 CALLE CHAPOS
Calle Chapos from Butterfield Stage Rd to
Walcott Lane-SOG'
5 LONG V ALLEY CHANNEL
Long Valley Channel from MWD ROW to
Easterly Project Boundary
6 SANTA GERTRUDIS CREEK CHANNEL
6a. Santa Gertrudis Creek from Habitat Area to
North Loop Road
6b. Santa Gertrudis Creek from North Loop
Road to MWD
9 FIRE STATION SITE GRADING
Fire Station Site Grading P A32
12 RORIPAUGH VALLEY ROAD (A Street)
Roripaugh V alleyRoadGradingandStreet
ImprovementsfromMurrietaHotSprings
Roadto ButterfieldStageRoad
Rough Grading
Finish Grading
Stonn Drain
Streets
$23,835
$11,940
$98,428
$117,359
TOTAL FOR CALLE CHAPOS:
TOTAL FOR LONG VALLEY CHANNEL
Segment
Subtotal
Segment
Subtotal
TOTAL FOR SANTA GERTRUDIS CREEK:
$251,562
$7,685,939
$1,736,244
$1,406,978
$3,143,222
TOTAL FOR FIRE STATION GRADING: $144,638.12
Rough Grading
Finish Grading
Stonn Drain
Sewer
Water
Streets
Landscape/Irrigation
$707,311
$56,692
$530,129
$69,612
$192,732
$460,665
$22,082
TOTAL FOR RORIP AUGH VALLEY ROAD (A STREET):
Exhibit B
Page 5
$2,039,223
13 FIEST A RANCH ROAD (B Street)
FiestaRanchRoad GradingandStreet
ImprovementsfromRoripaugh Valley Roadt
oNicolasRoad
Rough Grading
Finish Grading
Stonn Drain
Sewer
Water
Streets
Landscape/Irrigation
$406,555
$38,349
$25,683
$106,506
$156,915
$326,280
$44,118
TOTAL FOR FIEST A RANCH ROAD (B STREET): $1,104,406
Exhibit B
Page 6
OVERALL TOTAL: $55,862,312
ACQUISITION AGREEMENT
EXHIBIT C
FORM OF PAYMENT REQUEST
PAYMENT REQUEST NO.
The undersigned (the "Developer"), hereby requests payment in the total amount of
$____ for the Facilities (as defined in the Acquisition Agreement, dated as of March 1,
2006, between the Temecula Public Financing Authority (the "Authority"), for and on behalf of
the Temecula Public Financing Authority Community Facilities District No. 03-02 (Roripaugh
Ranch), and the Developer), or Discrete Components thereof (as described in Exhibit B to that
Agreement), all as more fully described in Attachment 1 hereto. In connection with this
Payment Request, the undersigned hereby represents and warrants to the Authority as follows:
1. He(she) is a duly authorized officer of the Developer, qualified to execute this
Payment Request for payment on behalf of the Developer and is knowledgeable as to the
matters set forth herein.
2. To the extent that this payment request is with respect to a completed Facility,
the Developer has submitted or submits herewith to the City of Temecula (the "City") as-built
drawings or similar plans and specifications for the items to be paid for as listed in Attachment
1 hereto with respect to any such completed Facility, and such drawings or plans and
specifications, as applicable, are true, correct and complete. To the extent that this payment
request is for a Discrete Component, the Developer has in its construction office a marked set of
drawings or similar plans and specifications for the Discrete Components to be acquired as
listed in Attachment 1 hereto, which drawings or plans and specifications, as applicable, are
current and show all changes or modifications which have been made to date.
3. All costs of the Facilities or Discrete Components thereof for which payment is
requested hereby are Actual Costs (as defined in the Agreement referenced above) and have
not been inflated in any respect. The items for which payment is requested have not been the
subject of any prior payment request submitted to the Authority.
4. Supporting documentation (such as third party invoices) is attached with respect
to each cost for which payment is requested.
5.
the work to
requested.
There has been compliance with applicable laws relating to prevailing wages for
construct the Facilities or Discrete Components thereof for which payment is
6. The Facilities or Discrete Components thereof for which payment is requested
were constructed in accordance with all applicable City or other governmental standards, and
in accordance with the as-built drawings or plans and specifications, as applicable, referenced
in paragraph 2 above.
Exhibit C
Page 1
7. The Developer is in compliance with the terms and provisions of the Acquisition
Agreement and no portion of the amount being requested to be paid was previously paid.
8. The Purchase Price for each Facility or Discrete Component (a detailed
calculation of which is shown in an Attachment 2 hereto for each such Facility or Discrete
Component), has been calculated in conformance with the terms of Section 5.06 of the
Acquisition Agreement.
9. Neither the Developer nor any Affiliate (as defined in the Acquisition
Agreement) is in default in the payment of ad valorem real property taxes or special taxes or
special assessments levied in the CFD (as defined in the Acquisition Agreement), except as
follows:
I hereby declare under penalty of perjury that the above representations and warranties
are true and correct.
DEVELOPER:
ASHBY USA, LLC
By:
Authorized Representative
of the Developer
Date:
AUTHORITY:
Payment Request Approved for
Submission to the Director of Finance of the
City of Temecula
By:
Director of Public Works
Date:
Exhibit C
Page 2
A TT ACHMENT 1
EXHIBIT C
[list here all Facilities or Discrete Components thereof for which payment is requested, and attach
support documentation]
Exhibit C-l
Page 3
2.
3.
4.
A TT ACHMENT 2
EXHIBIT C
CALCULATION OF PURCHASE PRICE
[Use a separate sheet for each Facility or Discrete Component
for which payment is being requested]
1. Description (by reference to Exhibit B to the Acquisition
Agreement) of the Facility or Discrete Component
Actual Cost (list here total of supporting invoices and/or other
documentation supporting determination of Actual Cost):
Budgeted Cost:
Permitted Addition to Budgeted Cost (to the extent, and only to
the extent, that Actual Cost exceeds Budgeted Cost), consisting of
Savings (Actual Costs less than Budgeted Cost) carried forward
from prior acquired Facilities/Discrete Components (see first
paragraph of Section 5.06A) and not previously applied to cover
cost overruns (Actual Costs greater than Budgeted Cost) on
previously acquired Facilities:
5. Subtractions from Purchase Price:
A.
Holdback for Lien releases (see Section 5.06(C) of the
Acquisition Agreement)
B.
Retention (see Section 5.06(D) of the Acquisition
Agreement)
6.
Total disbursement requested (amount listed in 3, plus amount, if
any, listed in 4 (total of amounts in 3 and 4 not to exceed amount
listed in 2), less amounts, if any, listed in 5)
Exhibit C-2
Page 4
$
$
$
$
$
$
ACQUISITION AGREEMENT
EXHIBIT D
PRIORITY FOR FUNDING OF FACILITIES
Priority A - funded by proceeds of first series of bonds issued by the CFD
Priority B - Bond funding only available after all priority A facilities complete
Facility
No. Description Priority A - Budget B - Budget
1. MURRIETA HOT SPRINGS ROAD A $5,019,944 $0
2 BUTTERFIELD STAGE ROAD A $26,393,679 $0
3 NICOLAS ROAD B $0 $10,079,699
4 CALLE CHAPOS B $0 $251,562
5 LONG V ALLEY CHANNEL A $7,685,939 $0
6 SANTA GERTRUDIS CREEK CHANNEL A $3,143,222 $0
7 ENVIRONMENTAL MITIGATION B $0 $1,030,706
8 COMMUNITY SPORTS PARK B $0 $5,645,611
9 FIRE STATION SITE GRADING A $144,638 $0
10 NORTH LOOP ROAD B $0 $2,223,285
11 SOUTH LOOP ROAD B $0 960,449
12 RORIPAUGH V ALLEY ROAD (A Street) B $0 2,039,223
13 FIESTA RANCH ROAD (B Street) B $0 $1,104,406
14 NEIGHBORHOOD PARK B $0 $1,516,655
OVERALL TOTAL: $67,239,018 $42,387,422 $24,851,596
Exhibit 0
Page 1
CONTINUING DISCLOSURE AGREEMENT
CFD 03-3 (RORIPAUGH RANCH)
APPENDIX F
FORM OF AUTHORITY CONTINUING DISCLOSURE AGREEMENT
This CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement") is executed and
entered into as of March I, 2006, 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. 03-02 (the "District");
WITNESSETH:
WHEREAS, pursuantto the Fiscal Agent Agreement, dated as of March 1,2006 (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 2006 Special Tax Bonds in the aggregate principal amount of $ (the
"2006 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 2006 Bonds and in order to assist the
underwriter of the 2006 Bonds in complying with Securities and Exchange Commission Rule l5c2-l2(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 undefined 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 ofTemecula, 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-l
"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 atwww.sec.gov/consumer/nrmsir.htm.
"Official Statement" shall mean the Official Statement, dated March -----' 2006, relating to the 2006
Bonds.
"Participating Underwriter" shall mean Stone & Youngberg LLC.
"Repository" shall mean each National Repository and each State Repository.
"Rule" shall mean Rule l5c2-l2(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 2005-06 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, thatthe audited financial 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(f). The Annual Report may be provided in electronic
format to each Repository and the Participating Underwriter, and may be provided through
the services of a "central post office" approved by the Securities and Exchange Commission.
(b) Not later than fifteen (15) Business Days prior to the date specified in subsection
(a) for providing the AnnualReport 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. Ifby 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.
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(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.
(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 Reoorts. 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 financial 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 audited financial statements, if any, or unaudited financial statements are already filed,
the Annual Report may reference that such financial statements are on file with the Repositories.
(b) The following information:
(i) The principal amount of2006 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 Reserve Fund, if any, and a statement of the 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 by the Rate and Method of Apportionment of Special Tax land
use categories, 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
F-3
the Annual Report Date, and a statement of assessed value for the
property in the District by Rate and Method of Apportionment of Special
Tax land use categories.
(v) The Special Tax delinquency rate for 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, 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 subj ect
to the Special Tax in the District.
(ix) If the Authority or the City establishes a community facilities district
overlapping all or a portion of the District, the principal amount of bonds
authorized for such community facilities district, the percentage of such
bonds supported by special taxes on property within the District, and the
amount of bonds issued by such community facilities district.
(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 District shall clearly identify each such other
document so included by reference.
A form of information cover sheet for municipal secondary market disclosure recommended
by the Municipal Securities Rulemaking Board is attached as Exhibit B.
Section 4. Reportinr of Significant Fvents.
(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 2006 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 Agentshall, withinfive(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 (t), 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 ListedEvents described under clauses (ii), (iii), (vi),
F-5
(x) and (xi) above shall mean actual knowledge by an officer atthe corporate trust office of the Fiscal Agent.
The Fiscal Agent shall have no responsibility for determining the materiality of any of the Listed Events.
(c) Whenever the Authority obtains knowledge of the occurrence ofa 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 (t). 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 (t).
(t) 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 each
Repository or the Municipal Securities Rulemaking Board and each State Repository and shall provide a
copy of such notice to each Partici pating 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 2006 Bonds pursuant to the Fiscal Agent Agreement.
Section 5. Termination of Reportinr Ohligation. All of the Authority's obligations under this
Disclosure Agreement shall terminate upon the earliest to occur of (i) the legal defeasance of the 2006 Bonds,
(ii) prior redemption of the 2006 Bonds or (iii) payment in full of all the 2006 Bonds. If such determination
occurs prior to the final maturity of the 2006 Bonds, the Authority shall give notice of such termination in
the same manner as for a Listed Event under Section 4(t).
Section 6. Dissemination A!!ent. The Authority may, from time to time, appoint or engage a
Dissemination Agent to assist in carrying 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. If at any time there is not any other designated
Dissemination Agent, the Fiscal Agent shall be the Dissemination Agent.
Section 7. Amendment Waiver. Notwithstanding any other proVISIOn 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:
F-6
(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
requirements, change in law, or change in the identity, nature, or status of an obligated person with
respect to the 2006 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 2006 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 2006 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 2006 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 financial 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
infonnation 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 2006 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 shall be 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 req uired 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 of indemnification reasonably satisfactory to the Fiscal Agent), or
any owner or beneficial owner of the 2006 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
F-7
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 the Authority, the Dissemination Agent or the Fiscal Agent to comply with this Disclosure
Agreement shall be an action to compel performance.
Section 10. J)llfles Tmmllnlfles and Llahl11fles of Flscal Agent and Dlssemlnatlon Agent.
Section 7.0 I and Section 7.02 of the Fiscal Agent Agreement are hereby made applicable to this Disclosure
Agreement as if this Disclosure Agreement were (solely for this purpose) 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 2006 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 Agent 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 2006 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 conceming 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 2006 Bonds shall be third party beneficiaries under this Disclosure Agreement. This
Disclosure Agreement shall inure solely to the benefit of the District, the Fiscal Agent, the Dissemination
Agent, the Participating Underwriter and owners and beneficial owners from time to time of the 2006 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:
If to the Community
Facilities District:
If to the
Dissemination
Agent:
If to the
Fiscal Agent:
If to the
Participating
Underwriter:
Temecula Public Financing Authority
43200 Business Park Drive
Temecula, California 92590
Attention: Director of Finance
Telephone: 951/694-6430
Telecopier: 951/694-6479
Community Facilities District No. 03-02 (Roripaugh Ranch)
43200 Business Park Drive
Temecula, California 92590
Attention: Director of Finance
Telephone: 951/694-6430
Telecopier: 951/694-6479
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
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
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 an 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. Severabilitv. In case anyone 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
unenforceability shall not affect any other provision hereof.
F-9
Section 15. SMe of Ca lifornia I .aw Governs. The validity, interpretation and performance of this
Purchase Agreement shall be governed by the laws of the State of California.
Section 16. Counteroarts. 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.
F-1O
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. 03-02 (RORIPAUGH
RANCH)
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
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EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE SEMI-ANNUAL REPORT
Name ofIssuer:
Temecula Public Financing Authority, for and on behalf of Temecula Public
FinancingAuthority Community Facilities District No. 03-02 (RoripaughRanch)
Name of Bond Issue:
Temecula Public Financing Authority
Community Facilities District No. 03-02 (Roripaugh Ranch)
2006 Special Tax Bonds
Date ofIssuance:
March , 2006
NOTICE IS HEREBY GIVEN that the Ternecula Public Financing Authority (the "Authority") has
not provided an Annual Report with respect to the above-named 2006 Bonds as required by the Continuing
Disclosure Agreement, dated as of March I, 2006, 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
Authorized Officer
cc: Temecula Public Financing Authority
Stone & Youngberg LLC
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EXHIBIT B
Municipal Secondary Market Disclosure
Information Cover Sheet
This eover sheet should be sent with all submissions made to the Munieipal Seeurities Rulemaking Board, Nationally
Reeognized Munieipal Seeurities Information Repositories, and any applieable State Information Depository, whether the
filing is voluntary or made pursuant to Securities and Exchange Commission rule 15c2-12 or any analogous state statute.
See www.sec.gov/info/municipal/nrmsir.htm for list of current NRM:SIRs and Sills
IF THIS FILING RELATES TO A SINGLE BOND ISSUE:
Provide name of bond issue exactly as it appears on the cover of the Official Statement
(please include name of state where Issuer is loeated):
[INSERT ISSUE NAME, INCLUDING $ AMOUNT]
Provide nine-digit CUSIP@numbers'ifavailable, to whieh the information relates:
[INSERT CUSIP NUMBERS]
IF THIS FILING RELATES TO ALL SECURITIES ISSUED BY THE ISSUER OR ALL
SECURITIES OF A SPECIFIC CREDIT OR ISSUED UNDER A SINGLE INDENTURE:
Issuer's Name (please include name of state where Issuer is located):
Other Obligated Person's Name (if any):
(Exactly as it appears on the Official Statement Cover)
Provide six-digit CUSIP@ number(s)', if available,
of Issuer:
*(Contact CUSIP's Municipal Disclosure Assistance Line at 212.438.6518 for assistance vvith obtaining the proper CUSIpEl numbers.)
F-13
TYPE OF FILING:
o Eleetronie (number of pages attaehed)
o Paper (number of pages attaehed)
If information is also available on the Internet, give URL:
WHAT TYPE OF INFORMATION ARE YOU PROVIDING? (Check all that apply)
A. 0 Annual Financial Information and Operating Data pursuant to Rule 15c2-12
(Financial information and operating data should not be filed \Vith the MSRB.)
Fiscal Period Covered:
B. 0 Audited Financial Statements or eAFR pursuant to Rule 15c2-12
Fiscal Period Covered:
c. 0
1.
2.
3.
4.
5.
Notice of a Material Event pursuant to Rule 15c2-12 (Check as appropriate)
D Principal and interest payment delinquencies
6.
D Adverse tax opinions or events affecting the tax-
exempt status of the security
o Modifieations to the rights of seeurity holders
o Bond ealls
o Non-payment related defaults
D Unscheduled draws on debt service reserves
refleeting finaneial diffieulties
o Unseheduled draws on eredit enhaneements
refleeting finaneial diffieulties
o Substitution of eredit or liquidity providers, or
their failure to perform
7.
8.
9.
D Defeasances
10.
D Release, substitution, or sale of property securing
repayment of the securities
ORating ehanges
11.
D. D Notice of Failure to Provide Annual Financial Information as Required
E. 0 Other Secondary Market Information (SpecifY)
I hereby represent that I am authorized by the issuer or obligor or its agent to distribute this information publicly:
Issuer Contact:
Name
Employer
Address
I elephone
Email Address
Iitle
City
Fax
Issuer Web Site Address
State _ Zip Code
F-14
Dissemination Agent Contact, if any:
Name
Employer
Address
I elephone
Email Address
Iitle
City State _ Zip Code
Fax
Relationship to Issuer
Obligor Contact, if any:
Name
Employer
Address
I elephone
Email Address
Iitle
City State _ Zip Code
Fax
Obligor Web site Address
Investor Relations Contact, if any:
Name
I elephone
Iitle
Email Address
F-15
FIRST AMENDMENT
TO NOTICE OF SPECIAL TAX LIEN
CFD 03-3 (RORIPAUGH RANCH)
Quint & Thimmig LLP
1/31/06
2/13/06
RECORDING REQUESTED BY AND
AFTER RECORDA nON RETURN TO:
City Clerk
City of Temecula
P. O. BOX 9033
Temecula, CA 92589-9033
EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code
Sections 6103 and 27383
FIRST AMENDMENT TO
NOTICE OF SPECIAL TAX LIEN
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIPAUGH RANCH)
Pursuant to the requirements of Section 3114.5 of the California Streets and Highways
Code and the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section
53311 et seq. of the California Government Code (the "Act"), a Notice of Special Tax Lien (the
"Notice") with respect to the Temecula Public Financing Authority Community Facilities
District No. 03-02 (Roripaugh Ranch) (the "District") was recorded in the Office of the County
Recorder of the County of Riverside on January 14, 2005 as instrument number 2005-0039138.
The Rate and Method of Apportionment of Special Tax for the District, attached as
Exhibit B to the Notice (the "RMA"), contained two typographical errors, and this First
Amendment to Notice of Special Tax Lien (the "Amendment") amends the Notice, as provided
in the next sentence, to correct those two errors. The RMA is hereby amended by (a) deleting
the words "any Parcel" in clause (iii) of the definition "Property Owner's Association
Property," (b) by deleting the words "any Parcel" and the words "or Parcel" in clause (iii) of the
definition of "Public Property," and (c) by changing the words "the Parcel" in clause (iii) of the
definition "Public Property" to be "such Lot," in each case as such respective definition appears
in Section A of the RMA.
This Amendment is being recorded at the direction of the Board of Directors of the
Authority pursuant to Resolution No. TPFA 06-__ of the Authority adopted on February 28,
2006.
The name(s) of the owner(s) of the real property included within the area of this
community facilities district and the assessor's tax parcel(s) numbers of all parcels or any
portion thereof which are included within the area of this community facilities district, in each
case which are not exempt from the special tax and as they appear on the latest secured
assessment roll as of the date of recording of this Amendment or as otherwise known to the
Authority, are as set forth in Exhibit A attached hereto and hereby made a part hereof.
20009.01:)8631
For further information concerning the current and estimated future tax liability of
owners or purchasers of real property subject to the special tax lien as described in the Notice,
as amended by the Amendment, interested persons should contact the Treasurer of the
Temecula Public Financing Authority, Temecula Public Financing Authority, 43200 Business
Park Drive, Temecula, CA 92590, telephone number (909) 694-6430.
Dated: ______, 2006
By:
Susan W. Jones, MMC, Secretary,
Temecula Public Financing Authority
-3-
EXHIBIT A
TEMECULA PUBLIC FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 03-02
(RORIPAUGH RANCH)
ASSESSOR'S PARCEL NUMBERS AND OWNERS OF LAND WITHIN THE DISTRICT
County
Assessor's
Parcel
Numbers
957-340-046
957-340-048
957-340-049
957-340-054
957-340-055
957-340-057
957-340-058
957-340-059
957-340-060
957-340-061
957-710-001
957-710-002
957-710-003
957-710-004
957-710-005
957-710-006
957-710-007
957-710-008
957-710-009
957-710-010
957-710-011
957-710-012
957-711-001
957-711-002
957-711-003
957-711-004
957-711-005
957-711-006
957-711-007
957-711-008
957-711-009
957-711-010
957-711-011
957-711-012
957-711-013
957-711-014
957-711-015
957-711-016
957-711-017
957-711-018
957-711-019
957-711-020
957-711-021
957-711-022
957-711-023
957-711-024
957-711-025
957-711-026
957-711-027
957-711-028
957-711-029
Owner of Record of Parcels
CITY OF TEMECULA
ASHBY US
ASHBY USA
RORIPAUGH RANCH 1
ASHBY USA
DAVIDSON RORIPAUGH RANCH 122
SHEA HOMES LTD PARTNERSHIP
ASHBY USA
SHEA HOMES LTD PARTNERSHIP
RORIPAUGH RANCH 100
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
Address
POBOX 9033, TEMECULA, CA 92589
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
14 HUGHES NO BI04, IRVINE, CA 92618
470 E HARRISON ST, CORONA, CA 92879
14 HUGHES NO BI04, IRVINE, CA 92618
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
470 E HARRISON ST, CORONA, CA 92879
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
A-I
County
Assessor's
Parcel
Numbers
957-711-030
957-711-031
957-711-032
957-711-033
957-711-034
957-711-035
957-711-036
957-711-037
957-711-038
957-711-039
957-711-040
957-711-041
957-711-042
957-711-043
957-711-044
957-712-001
957-712-002
957-712-003
957-712-004
957-712-005
957-712-006
957-712-007
957-712-008
957-712-009
957-712-010
957-712-011
957-712-012
957-712-013
957-712-014
957-713-001
957-713-002
957-713-003
957-713-004
957-713-005
957-713-006
957-713-007
957-713-008
957-713-009
957-713-010
957-713-011
957-713-012
957-713-013
957-720-001
957-720-002
957-720-003
957-720-004
957-720-005
957-720-006
957-720-007
957-720-008
957-720-009
957-720-010
957-720-011
957-720-012
957-720-013
957-720-014
957-721-001
957-721-002
957-721-003
957-721-004
957-721-005
957-721-006
957-721-007
957-721-008
Owner of Record of Parcels
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
Address
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
A-2
County
Assessor's
Parcel
Numbers
957-721-009
957-721-010
957-721-011
957-721-012
957-721-013
957-721-014
957-721-015
957-721-016
957-721-017
957-721-018
957-721-019
957-721-020
957-721-021
957-721-022
957-722-001
957-722-002
957-722-003
957-722-004
957-722-005
957-722-006
957-722-007
957-722-008
957-722-009
957-722-010
957-722-011
957-722-012
957-722-013
957-722-014
957-722-015
957-722-016
957-722-017
957-722-018
957-722-019
957-722-020
957-722-021
957-722-022
957-722-023
957-722-024
957-722-025
957-722-026
957-722-027
957-722-028
957-722-029
957-722-030
957-723-001
957-723-002
957-723-003
957-723-004
957-723-005
957-723-006
957-723-007
957-723-008
957-723-009
957-723-010
957-723-011
957-723-012
957-723-013
957-723-014
957-723-015
957-723-016
957-723-017
957-723-018
957-723-019
957-723-020
Owner of Record of Parcels
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
DAVIDSON RORIPAUGH RANCH 122
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
DAVIDSON RORIPAUGH RANCH 122
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
ASHBY USA
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
Address
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
14 HUGHES NO BI04, IRVINE, CA 92618
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
14 HUGHES NO BI04, IRVINE, CA 92618
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
470 E HARRISON ST, CORONA, CA 92879
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
A-3
County
Assessor's
Parcel
Numbers
957-723-021
957-723-022
957-723-023
957-723-024
957-723-025
957-723-026
957-723-027
957-723-028
957-723-029
957-730-001
957-730-002
957-730-003
957-730-004
957-730-005
957-730-006
957-730-007
957-730-008
957-730-009
957-730-010
957-730-011
957-731-001
957-731-002
957-731-003
957-731-004
957-731-005
957-731-006
957-731-007
957-731-008
957-731-009
957-731-010
957-731-011
957-731-012
957-731-013
957-732-001
957-732-002
957-732-003
957-732-004
957-732-005
957-732-006
957-732-007
957-732-008
957-732-009
957-732-010
957-732-011
957-732-012
957-732-013
957-732-014
957-732-015
957-732-016
957-732-017
957-732-018
957-732-019
957-732-020
957-733-001
957-733-002
957-733-003
957-733-004
957-733-005
957-733-006
957-733-007
957-733-008
957-733-009
957-733-010
957-733-011
Owner of Record of Parcels
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
SHEA HOMES LTD PARTNERSHIP
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
Address
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
10721 TREENA ST NO 200, SAN DIEGO, CA 92131
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
A-4
County
Assessor's
Parcel
Numbers
957-733-012
957-733-013
957-733-014
957-733-015
957-733-016
957-733-017
957-733-018
957-733-019
957-733-020
957-733-021
957-733-022
957-733-023
957-733-024
957-733-025
957-733-026
957-733-027
957-733-028
957-740-001
957-740-002
957-740-003
957-740-004
957-740-005
957-740-006
957-740-007
957-740-008
957-740-009
957-740-010
957-740-011
957-740-012
957-741-001
957-741-002
957-741-003
957-741-004
957-741-005
957-741-006
957-741-007
957-741-008
957-741-009
957-741-010
957-741-011
957-741-012
957-741-013
957-741-014
957-741-015
957-741-016
957-741-017
957-741-018
957-741-019
957-741-020
957-741-021
957-741-022
957-742-001
957-742-002
957-742-003
957-742-004
957-742-005
957-742-006
957-742-007
957-742-008
957-742-009
957-742-010
957-742-011
957-742-012
957-743-001
Owner of Record of Parcels
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
Address
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
A-S
County
Assessor's
Parcel
Numbers
957-743-002
957-743-003
957-743-004
957-743-005
957-743-006
957-743-007
957-743-008
958-260-011
958-260-013
958-260-014
958-260-015
958-260-016
958-260-017
958-260-018
958-260-019
958-260-020
958-260-021
958-810-001
958-810-002
958-810-006
958-810-007
958-810-008
958-810-009
958-810-010
958-810-011
958-810-012
958-810-013
958-810-014
958-810-015
Owner of Record of Parcels
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
RORIPAUGH RANCH 100
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
CITY OF TEMECULA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
CITY OF TEMECULA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
ASHBY USA
Address
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
110 N LINCOLN AVE 2ND FL, CORONA, CA 92882
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
POBOX 9033, TEMECULA, CA 92589
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
POBOX 9033, TEMECULA, CA 92589
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
470 E HARRISON ST, CORONA, CA 92879
A-6
ITEM NO. 29
Approvals
City Attorney
Director of Finance
City Manager
f,#.("
/J1l
~
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
John Meyer, Redevelopment Director
DATE:
February 28,2006
SUBJECT:
Relocation Plan for the Civic Center Project
RECOMMENDATION:
That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING THE RELOCATION PLAN FOR THE
CIVIC CENTER PLAZA PROJECT AND MAKING FINDINGS
THEREON
2. Approve an appropriation of $14,000 to the Civic Center Relocation Project Budget from the
General Fund Unreserved Fund Balance.
BACKGROUND: In September and October, 2005, the City purchased two improved
parcels along the south side of Main Street, west of Mercedes. The improvements consist of a two
story office building and stand alone single tenant building with a modular unit. As required by State
Law, the City is required to prepare a Relocation Plan when a significant number of businesses are
going to be displaced. There are 12 tenants who are eligible for relocation assistance.
On September 13, 2005, the City entered into an Agreement with Overland, Pacific, and Cutler
(OPC) to handle the relocation process. The Relocation Plan describes the circumstances of the
displacement, a general description of current market conditions, and a program to provide those
businesses advisory and financial assistance.
Vince McCaw of OPC and City staff have met with the tenants to provide them preliminary
information regarding the relocation process and benefits. Upon adoption of this Relocation Plan
the consultant will proceed with individual meetings with the affected businesses.
At its September 13, 2005 meeting, the Council established a relocation budget of $250,000. OPC
is now recommending a budget of $240,000 with a $24,000 (10%) contingency. Therefore we are
proposing to increase the budget by $14,000 to $264,000 to fully cover the contingency.
FISCAL IMPACT: There is currently $250,000 approved for the relocation budget. The
additional $14,000 will be funded from the unreserved general fund balance.
ATTACHMENTS:
Relocation Plan
RESOLUTION NO. 06-
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF TEMECULA APPROVING THE
RELOCATION PLAN FOR THE CIVIC CENTER
PLAZA PROJECT AND MAKING FINDINGS
THEREON
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE
AS FOLLOWS:
Section 1. The City of Temecula has acquired two parcels of property at the
corner of Main Street and Mercedes Street in the Old Town area for the purposes of
developing the new Civic Center Plaza in connection with the City' Civic Center
("Project"). Prior to undertaking any activities on the Project which may result in the
displacement of any businesses or persons from these properties, the City has prepared a
relocation plan as required by law in order to accommodate the relocation of persons and
business who may be displaced by the Project.
Section 2. The City Council of the City of Temecula hereby approves the
"Relocation Plan Civic Center Plaza Project" in the form on file with the City Clerk
("Relocation Plan").
Section 3. The City Manager is hereby authorized on behalf of the City to
take such actions as may be necessary or convenient to effectuate the Relocation Plan.
Such authority includes, but is not limited to, to the following actions necessary and
convenient to the implementation ofthe Relocation Plan and the providing of relocation
benefits to persons and business within the Project as required by law: (I) the
expenditure of City funds for implementing the Relocation Plan: (2) entering into
agreements for payment of relocation benefits; entering into agreements with consultants
and vendors for the payment of and providing for relocation benefits; and (3) entering
into such agreements and releases with persons and businesses being relocated for their
relocation benefits.
Section 4. With respect to the Civic Center Plaza Project, the City Council, in
accordance with Subchapter I of Chapter 6 of Title 25 ofthe California Code of
Regulations, 25 Cal. Code Regs. SS 6080, et seq. ("Relocation Guidelines"), finds,
determines and declares that:
a. Fair and reasonable relocation benefits will be provided to eligible
persons as required by Article 3 ofthe Relocation Guidelines and applicable law.
b. A relocation assistance program offering the services described in
Article 2 of the Relocation Guidelines has been established.
875289.1 February 19, 2006
c. Eligible persons will be and have been adequately informed ofthe
assistance, benefits, policies, practices, and procedures, including grievance procedures,
provided for in the Relocation Guidelines.
d. No persons are residing in the properties within the Project so no
housing relocations will be required.
e. A relocation plan meeting the requirements of Section 6038 ofthe
Relocation Guidelines has been prepared and approved by this Resolution.
Section 5.
The City Clerk shall certify to the adoption ofthis Resolution.
PASSED, APPROVED AND ADOPTED, by the City Council of the City of
Temecula at a regular meeting held on the 28th day of February 2006.
Ron Roberts, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
875289.1 February 19, 2006
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) SS
CITY OF TEMECULA )
I, Susan W. Jones, MMC, City Clerk of the City of Temecula, California, do
hereby certify that Resolution No. 06-_ was duly and regularly adopted by the City
Council of the City of Temecula at a regular meeting thereof held on the 28th day of
February, 2006 by the following vote:
AYES:
COUNCILMEMBERS:
NOES:
COUNCILMEMBERS:
ABSENT:
COUNCILMEMBERS:
ABSTAIN:
COUNCILMEMBERS:
Susan W. Jones, MMC
City Clerk
875289.1 February 19, 2006
RELOCATION PLAN
Civic Center Plaza
Project
Prepared for:
The City of Temecula
By:
Overland, Pacific & Cutler, Inc.
3170 Fourth Avenue, 2nd Floor
San Diego, California 92103
(619) 688-7980
January, 2006
TABLE OF CONTENTS I
INTRODUCTION.
I.
PROJECT AREA DESCRIPTION
A. THE REGIONAL LOCATION
B. PROJECT SITE LOCATION
3
3
4
II. ASSESSMENT OF RELOCATION NEEDS 5
A. SURVEY PROCESS 5
B. FIELD SURVEY DATA. 5
C. RELOCATION PREFERENCES. ... ... ... ... ... .. ... ... ... ... ... ... ... .......6
III.
RELOCATION RESOURCES
A METHODOLOGY.
B. COMMERCIAL SPACE AVAILABILITY
C. RELATED ISSUES.
1. Loss of Business Goodwill
7
7
7
7
7
IV.
THE RELOCATION PROGRAM
A. ADVISORY ASSISTANCE
B. RELOCATION BENEFITS - COMMERCIAL USES
1. Payment for Actual Reasonable and Necessary Moving and Related
Expenses.
2. A Fixed Payment In Lieu of A Payment For Actual Reasonable Moving and
Related Expenses
C. GENERAL INFORMATION ON PAYMENT OF RELOCATION BENEFITS
9
9
10
10
13
14
V.
ADMINISTRATIVE PROVISIONS.
A. RELOCATION TAX CONSEQUENCES
B. GRIEVANCE PROCEDURES
C. EVICTION POLICY
D. PROJECTED DATES OF DISPLACEMENT
E. ESTIMATED RELOCATION COSTS.
15
15
15
15
16
16
LIST OF TABLES 1__
TABLE 1: Project Occupants.
TABLE 2: Availability and Cost of Local Commercial Space.
6
7
LIST OF EXHIBITS __
EXHIBIT A:
EXHIBIT B:
EXHIBIT C:
Business Interview Form
Business Informational Brochure
Public Comments and Response to Public Comments
INTRODUCTION _
The Cily of Temecula (Cily) has acquired lwo improved parcels for the purpose of
conslrucling the Cily of T emecula's new Civic Cenler. The projecl, referred 10 as the Civic
Cenler Plaza (Projecl), is localed allhe corner of Main and Mercedes Slreels in the old
lown area of Temecula, CA. The Projecl will be funded by local funds.
The !WO acquired parcels are improved wilh a lwo slory mulli-lenanl office building and a
sland alone single-lenanl building wilh moveable slorage conlainers on sileo Proceeding
wilh the Projecl will resull in the displacemenl of 11 for-profil and one non-profit occupanl,
currenlly leasing space in the !WO acquired parcels. According 10 the California Relocalion
Assislance Law (California Governmenl code Seclion 7260 el seq.) and the relocalion
assislance guidelines (California Code of Regulalions, Tille 25 Chapler 6), public projecls
involving significanl commercial displacemenl require the preparalion of a relocalion plan
subjecl 10 public review and the approval of the local legislalive body prior 10 lhe
undertaking of any displacing aclivily.
The general purposes of the relocalion plan are 10 describe: 1) the circumslances of
polenlial displacees, 2) the general markel for commercial properties and, 3) a program
which complies wilh Slale slalulory requiremenls 10 provide eligible displacees wilh
advisory and financial assislance. The preparalion of a relocalion plan fulfills an importanl
adminislralive requiremenl bul does nol, by ilself, imply a commilmenllo proceed wilh any
proposed project
This relocalion plan (lhe Plan) was wrillen by Overland, Pacific & Culler, Inc. (OPC), a
professional consulling firm specializing in public acquisilion and relocalion projecls. The
Plan is organized in 5 seclions:
1. A descriplion of the regionallocalion and specific sile selling of the proposed
projecl (SECTION I);
2. An assessmenl of the relocalion needs of the commercial businesses
subjecllo displacemenl as a resull of the projecl (SECTION II);
3. An assessmenl of the markel for commercial properties in proximily 10 lhe
projecl (SECTION III);
4. A descriplion of the relocalion assislance program (SECTION IV); and
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 1
5. Projecl relocalion cosl budgel, displacemenl liming and olher necessary
adminislralive provisions (SECTION V).
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 2
I. PROJECT AREA DESCRIPTION III
A. THE REGIONAL LOCATION
The proposed project is located in the City of Temecula. The City of Temecula is located
approximately 60 miles north of downtown San Diego. The City is immediately accessible
from Interstate Highway 15 (Figure 1: Regional Project Location).
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OVERLAND, PACIFIC & CUTLER, INc.
PAGE 3
B. PROJECT SITE LOCATION
The Project is located west of Interstate 15 at the corner of Main and Mercedes Streets in
the old town area of Temecula, CA (See Figure 2: Project Site Location).
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OVERLAND, PACIFIC & CUTLER, INc.
PAGE 4
II. ASSESSMENT OF RELOCATION NEEDS
A. SURVEY PROCESS
Projecl occupanls were inviled 10 aUend a Projecl meeling hosled by the Cily. During lhis
meeling the Projecl purpose and relocalion program were presenled 10 the occupanls by
Cily and OPC personnel. Projecl occupanls were also provided individual survey forms
10 answer and relurn 10 OPC personnel. The dala in lhis Plan are based on occupanl
responses 10 survey queslions, follow up queslions and lease informalion provided by lhe
property manage men I company.
Survey queslions of for-profil and non-profil owners concerned the nalure of the business,
leasehold circumslances, annual revenues, descriplion and size of currenl operalions,
special facilily requiremenls, and area/facilily preferences wilh respecl 10 possible
replacemenllocalions.
The dala in lhis Plan are based solely on anecdolal responses 10 survey queslions and
lease informalion provided by the property managemenl company. No efforts have been
made 10 qualify informalion provided by Projecl occupanls. A sample of the business
inlerview form used in the inlerview process is presenled as Exhibit A of lhis report.
B. FIELD SURVEY DATA
Wilhin the Projecl area are 11 for-profil businesses and one non-profil organizalion. The
11 for-profil occupanls provide professional services from the real eslale, law, accounling,
insurance, medical and engineering induslries. The non-profil occupanl leases lheir
space 10 slore and dislribule food for needy individuals.
The reported space leased by the for-profil and non-profil occupanls ranged from 132 sqf1
10 1,488 sqf1 wilh a median occupied space of 337 sqft Lease rales ranged from $1.55
per sqf1lo $2.47 per sqf1 wilh a median lease rale of $1.86 per sqft Table 1, following,
lisls the for-profil and non-profil occupanls wilhin the Project
OVERLAND, PACIFIC & CUTLER, INC.
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TABLE 1: Project Occupants
Business Name Business Type Service Est
Sq. Ft.
Dutchstone Real Estate Professional Service Real Estate 426
McLaughlin Engineering Professional Service Engineering 1,488
Beougher Insurance Professional Service Insurance Sales & Service 163
Mohler, Nixon & Williams Professional Service CPA 132
Charles Kodimer, PHD Professional Service Counseling 224
Jones I Fowler Trust Professional Service Family Trust / Admin. Office 440
John Fitzsimons Professional Service Law Office 160
Pacific Mortgage Network Professional Service Mortgage Brokerage 256
Old Town Enterprises Professional Service Professional Management 352
Allis Engineering, Inc. Professional Service Engineering 384
Montesano Insurance Professional Service Insurance Sales 450
Temucula, Murrieta Community Non-Profit Food Distribution NK
Pantry
C. Relocation Preferences
Each of the occupanls lhal responded 10 the survey form indicaled a preference 10 remain
in the old lawn area of Temecula.
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 6
III. RELOCATION RESOURCES _
A. METHODOLOGY
A survey 10 delermine the availabilily of comparable replacemenl commercial space wilhin
lhe Cily of Temecula was conducled in November, 2005. The following sources and
melhods were ulilized:
Windshield surveys conducled wilhin the prescribed radius
Referrals from local commercial brokerages
Inlernellislings
Conlacling real eslale agenls and brokers
B. Commercial Space Availability
The dala oblained from a search for nearby available office and relail space is
summarized below in Table 2.
TABLE 2: Availability and Cost of Local Commercial Space
Use # of Properties Found Sq. Ft. Range Cost/Sq. Ft.
(Median Cost)
Office/Retail 45 149 - 2,979 $1.39 - $3.00 ($1.90)
The survey idenlified 45 available replacemenl properties for the 12 Projecl
occupanls. II is anlicipaled lhal the currenl level of available replacemenl
commercial property will remain conslanl during the year long Projecl and lhal
lhere will be an adequale number of available replacemenl properties for Projecl
occupanls. However, cosl and localion are always crilical faclors in the relocalion
of commercial uses and lhere can be no represenlalions made in advance
concerning how salisfaclorily business owners and non-profils will view available
markel oplions.
C. RELATED ISSUES
1. Loss of Business Goodwill
Business goodwill consisls of the benefils lhal accrue 10 a business as a resull of
ils localion, repulalion fordependabilily, skill orqualily, and anyolhercircumslances
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 7
resulling in probable relenlion of old, or acquisilion of new palronage. Where claims
for loss of business goodwill are anlicipaled, Slale law (California Code of Civil
Procedure Seclion 1263.510) requires business owners 10 prove all oflhe following:
(1) The loss is caused by the laking of the property;
(2) The loss cannol reasonably be prevenled by relocalion of the business,
orbylaking sleps and adopling procedures lhala reasonably prudenl person
would lake 10 preserve the goodwill; and,
(3) The compensalion for the loss has nol been included as a relocalion
paymenl, or duplicaled in compensalion olherwise awarded 10 the owner.
Claims for loss of business goodwill are considered underlhe acquisilion provisions
of Governmenl Code Seclion 7260 el seq. and are nol compensable as a funclion
of the relocalion assislance program.
OVERLAND, PACIFIC & CUTLER, INC.
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IV. THE RELOCATION PROGRAM I.
The Cily will provide displacees the assislance, righls and benefils required under Slale
relocalion law and the relocalion guidelines. The relocalion program will provide bolh
advisory and financial assislance. Every effort will be made 10 facililale relocalion
arrangemenls and minimize hardships for displacees.
A. ADVISORY ASSISTANCE
Advisory assislance services are inlended 10 inform displacees aboullhe Cily's relocalion
program, help in the process of finding appropriale replacemenl facililies/space, facililale
claims processing and mainlain a communicalion link wilh the Cily.
To follow lhrough on the advisory assislance componenl of the relocalion program and
assure lhal the Cily meels ils obligalions under the law, relocalion slaff will perform lhe
following funclions:
1. Dislribule wrillen informalion concerning the Cily's relocalion program 10
each commercial displacee (See Exhibit B);
2. Personally inform all displacees oflhe nalure of and procedures for oblaining
available relocalion assislance and benefils;
3. Delermine the eligibilily, needs and relocalion preferences of each
commercial displacee;
4. Mainlain a dalabase of available commercial space and dislribule
replacemenl sile referrals for the duralion of the Projecl;
5. Assisl each eligible displacee wilh the preparalion and submission of
relocalion assislance claims;
6. Make benefil delerminalions and paymenls in accordance wilh applicable
law and Cily policy;
7. Assure lhal no displacee is required 10 move wilhoul a minimum of 90 days
wrillen nolice 10 vacale;
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 9
8. Inform all persons subjecllo displacemenl of the Cily's policies wilh regard
10 eviclion and property manage men I;
9. Eslablish and mainlain a formal grievance procedure for use by displaced
persons seeking adminislralive review of the Cily's decisions wilh respecllo
relocalion assislance; and
10. Provide assislance lhal does nol resull in differenl or separale lrealmenl due
10 race, color, religion, nalional origin, sex, marilal sial us or olher arbilrary
circumslances.
B. RELOCATION BENEFITS -COMMERCIAL USES
Eligible businesses and non-profil organizalions are enlilled 10 select 1) compensalion for
aclual reasonable and necessary moving and relaled expenses, or 2) a fixed moving
paymenl nollo exceed $20,000.
1. Payment for Actual Reasonable and Necessary Moving and Related
Expenses
This paymenl may include the following cosls:
. Transporlalion of persons and property from the presenllocalion 10
lhe replacemenllocalion (cosls are limiled 10 a dislance of 50 miles);
. Packing, craling, uncraling, and unpacking personal property;
. Disconnecling, dismanlling, removing, reassembling, and inslalling
relocaled and subslilule machinery, equipmenl and olher personal
property. Includes conneclion 10 ulililies available nearby and
modificalions necessary 10 adapl such property 10 the replacemenl
slruclure or 10 the ulililies or 10 adapl the ulililies 10 the personal
property;
. Slorage of personal property for up 10 12 monlhs, al the Cily's
discrelion;
. Insurance of personal property while in slorage or lransil and lhe
replacemenl value of property losl, slolen, or damaged (nollhrough
lhe faull or negligence of the displaced person) in the process of
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 10
moving, where insurance is nol readily available;
. The cosl of any special license, permil, or certificalion required by lhe
displaced business or organizalion 10 operale al the replacemenl
localion. Service charges or non-refundable fees required by law,
licenses or permils needed 10 operale allhe new localion are eligible
cosls. Ineligible expenses relaled 10 the replacemenl sile (excepl
under Reeslablishmenl) are lhose cosls such as general occupancy
licenses, occupancy permils, building permils, modificalions 10 comply
wilh ADA (Americans wilh Disabililies Acl), or one-lime assessmenls
lhal any business would have 10 pay for occupancy of a property
. Professional service fees pre-aulhorized by the Cily, involving
archilecls, allorneys, engineers and olher consullanls whose
services the Cily has been delermined 10 be necessary for: (1)
planning the move of the personal property; (2) moving the personal
property; or, (3) inslalling the relocaled personal property al lhe
replacemenllocalion;
. The purchase and inslallalion of subslilule personal property limiled
10 the lesser of: (1) an amounl equal 10 the reasonable expenses lhal
would have been required 10 relocale the property, as delermined by
lhe Cily, subjecllo certain limilalions; or, (2) the replacemenl cosl,
less any proceeds from ils sale or lrade in;
. The modificalion of machinery, equipmenl or olher personal property
necessary 10 adapl il 10 the replacemenl localion or 10 ulililies
available allhe replacemenllocalion or modifying the power supply;
. Aclual direcl losses of langible personal property resulling from
moving or disconlinuing a business or non-profil organizalion,
nol-lo-exceed the lesser of: (1) the fair markel value of the property
for conlinued use al ils localion prior 10 displacemenl less any
proceeds from the property; or, (2) an amounl equal 10 the reasonable
expenses lhal would have been required 10 relocale the property, as
delermined by the Cily.
.
Aclual and reasonable
replacemenl business
expenses incurred in searching for a
or non-profil organizalion localion,
OVERLAND, PACIFIC & CUTLER, INC.
PAGE II
nol-lo-exceed $1 ,000, and including compensalion forlransportalion
expenses; lime spenl searching for a reasonable localion; meals;
lodging; and, real eslale broker or agenl fees;
. A Reeslablishmenl allowance of up 10 $10,000, available 10 nonprofil
organizalions and small businesses wilh no more lhan 500
employees. Reeslablishmenl allowance paymenls are made in
addilion 10 compensalion provided for aclual, reasonable and
necessary moving expenses. Reeslablishmenl allowance expense
calegories include bul are nollimiled 10:
1) Repairs or improvemenls 10 the replacemenl property as required
by Federal, Slale or local law, code or ordinance;
2) Modificalions 10 the replacemenl property 10 accommodale lhe
business operalion or make replacemenl slruclures suilable for
conducling business;
3) Conslruclion and inslallalion cosls for exlerior signing 10 advertise
lhe business;
4) Provision of ulililies from righl-of-way 10 improvemenls on lhe
replacemenl sile;
5) Redecoralion or replacemenl of soiled or worn surfaces al lhe
replacemenl sile, such as painl, paneling or carpeling;
6) Licenses, fees and permils when nol paid as part of moving
expenses;
7) Feasibilily surveys, soillesling and markeling sludies;
8) Professional services in conneclion wilh the purchase or lease of
a replacemenl sile;
9) Eslimaled increased cosls of operalion during the firsl2 years al
lhe replacemenl sile for such ilems as:
a. Lease or renlal charges
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 12
b. Personal or real property laxes
c. Insurance premiums, and
d. Ulilily charges, excluding impacl fees
10) Impacl fees or one-lime assessmenls for anlicipaled heavy
usage;
11) Olher ilems essenliallo the reeslablishmenl of the business.
2. A Fixed Payment In Lieu of A Payment For Actual Reasonable Moving
and Related Expenses
The oplion 10 claim a fixed paymenl enables bolh for-profil and non-profil
businesses 10 receive compensalion for moving expenses wilhoul supplying
documenlalion of moving bids and expenses. The paymenl amounl available 10 any
individual business is based on an average of annual nel earnings over a !WO year
period. For businesses which have nol been in operalion for !WO years, certified
income figures for periods of less lhan !WO years can be annualized. The melhod
for eslablishing income is lhrough lax relurns and/or certified financial slalemenls.
The paymenllo an eligible business or non-profil organizalion may nol be less lhan
$1,000, nor more lhan $20,000.
To qualify for lhis paymenl a displaced business:
. The business owns or renls personal property, which musl be moved in
conneclion wilh such displacemenl and for which an expense would be
incurred in such move;
. The business is nol operaled allhe displacemenl sile solely for the purpose
of renling the sile 10 olhers;
. Cannol be a part of a commercial enlerprise having al leasl lhree olher
eslablishmenls which are nol being acquired by the Cily, and which is under
lhe same ownership and engaged in the same or similar business aclivilies;
and
. Musl nol be able 10 relocale wilhoul subslanlialloss of palronage; and
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 13
. Musl have conlribuled al leasl 33 % percenl of the owner's lolal gross
income during each of the 2 laxable years prior 10 displacemenl or meel
specific earnings crileria.
C. GENERAL INFORMATION ON PAYMENT OF RELOCATION BENEFITS
Claims and supporting documenlalion for relocalion benefils musl be filed wilh the Cily
wilhin 18 monlhs from:
. The dale the c1aimanl moves from the acquired property; or,
. The dale on which final paymenl for the acquisilion of real property is made,
whichever is laler.
The procedure for the preparalion and filing of claims and the processing and delivery of
paymenls will be as follows:
1. Claimanl(s) will provide all necessary documenlalion 10 subslanliale
eligibilily for assislance;
2. Paymenl amounls will be delermined in accordance wilh the provisions of
lhe Slale relocalion law and guidelines;
3. Required claim forms will be prepared by relocalion personnel and reviewed
wilh c1aimanls. Signed claims and supporting documenlalion will be
submilled by relocalion personnel 10 the Cily;
4. The Cily will review all claims for paymenl and delermine whelher 10
approve, deny, or seek addilional informalion;
5. The Cily will issue benefil checks for dislribulion 10 c1aimanls by relocalion
slaff;
6. Final paymenls will be issued only afler confirmalion lhallhe Projecl area
premises have been complelely vacaled and when applicable occupancy of
lhe replacemenl sile is verified;
7. All correspondence, back-up documenlalion, claims, receipls of paymenl
and nolices will be mainlained in the relocalion case file.
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 14
V. ADMINISTRATIVE PROVISIONS I.
A. RELOCATION TAX CONSEQUENCES
In general, relocalion paymenls are nol considered income for the purpose of the Inlernal
Revenue Code of 1968, or the Personal Income Tax Law, Part 10 of the Revenue and
T axalion Code. The above slalemenl on lax consequences is nol inlended 10 be provision
of lax advice by the Cily. Displacees are responsible for consulling wilh lheir own lax
advisors concerning the lax consequences of relocalion paymenls.
B. GRIEVANCE PROCEDURES
All grievances will be heard by the Cily following slandards described in Article 5, Seclion
6150 el seq., Tille 25, Chapler 6, Slale of California, Departmenl of Housing and
Communily Developmenl Program guidelines.
Displacees will have the righl 10 ask for adminislralive review when lhey believe
lhemselves aggrieved by a delerminalion as 10 eligibilily, the amounl of paymenl, lhe
failure 10 provide comparable replacemenl housing referrals or the Cily's property
managemenl praclices.
C. EVICTION POLICY
1. Under slale guidelines, eviclion is permissible only as a lasl allernalive. Wilh
lhe exceplion of persons considered 10 be in unlawful occupancy, a
displaced person's eviclion does nol affecl eligibililyfor relocalion assislance
and benefils olher lhan the possible deduclion of back rent Relocalion
records will be documenled 10 reflecllhe specific circumslances surrounding
lhe eviclion.
2. Eviclion may be undertaken only for one or more of the following reasons:
a) Failure 10 pay renl, excepl in lhose cases where the failure 10 pay is
due 10 the lessor's failure 10 keep the premises in habilable condilion,
is the resull of harassmenl or relalialory aclion or is the resull of
disconlinualion or subslanlial inlerruplion of services;
b) Performance of a dangerous, illegal acl in the unil;
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 15
c) Malerial breach of the renlal agreemenl and failure 10 correcl breach
wilhin 30 days of nolice;
d) Mainlenance of a nuisance and failure 10 abale wilhin a reasonable
lime following nolice;
e) Refusal 10 accepl one of a reasonable number of offers of
replacemenl dwellings;
f) A requiremenl under Slale or local law or emergency circumslances
lhal cannol be prevenled by reasonable efforts on the part of lhe
public enlily.
D. PROJECTED DATES OF DISPLACEMENT
The relocalion of occupanls is expecled 10 commence in January, 2006. The Projecl sile
is expecled 10 be cleared and ready for conslruclion by the end of December, 2006.
E. ESTIMATED RELOCATION COSTS
The lolal budgel eslimale for relocalion-relaled paymenls for lhis Projecl, including a 10
percenl conlingency is as follows:
$264,000.00
The eslimaled relocalion budgel does nol include any paymenls relaled 10 property
acquisilion, improvemenls pertaining 10 really, orloss of business goodwill. In addilion, lhe
budgel does nol consider the cosl of any services necessary 10 implemenllhe Plan and
complele the relocalion elemenl of the Project
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 16
EXHIBIT A
BUSINESS INTERVIEW FORM III.
OVERLAND, PACIFIC & CUTLER, INC. - BUSINESS INTERVIEW FORM
CASE 10:
PROJECT:
City:
CONSULTANT:
OCCUPANT INFORMATION:
MAJOR EVENTS:
Claimant:
(Business Name)
Site Move-In:
Address:
First Offer:
Initial Interview:
Site Owner:
NAME
TITLE
PHONE
CONTACT 1:
CONTACT 2:
OWNERSHIP TYPE:
o Sole Proprietorship
o Partnership
o Corporation
o Non-Profit
OCCUPANCY STATUS: 0 Rent
o Lease
o Mortgage
o Own (Clear)
o Vacant
o No Contact
ETHNICITY:
o White 0 Hispanic 0 Black 0 Asian
o Other:
PRIMARY LANGUAGE: 0 English
o Spanish
o Other:
OVERLAND, PACIFIC & CUTLER, INC.
PAGE 18
Business Description: D Relocate Business
D Willing to Relocate from Community
Monthly Occupancy Payment: $
Federal Tax ID:
Special Features/Improvements: Number of Employees:
Annual Gross Sales: $
Annual Net Income: $
Area/Faci lity Preference: FACILITY AREA (5Q.FT):
Office/Retail:
Whse/Shop:
Open Yard:
EXHIBIT B
BUSINESS INFORMATIONAL BROCHURE
INFORMATIONAL STATEMENT FOR BUSINESSES,
NONPROFIT ORGANIZATIONS AND FARMS
Introduction
The property on which younow conduct your business is in an area to be improved with the assistance of
the City of Temecula ("City"). The City's plans require the acquisition of several land parcels and the
relocation of existing commercial uses. You will be notified in a timely manner as to the date by which you
must move.
Please read this information as it will be helpful to you in determining your eligibility and the amount of your
relocation benefits under the federal and/or state law. We suggest you save this informational statement
for reference. The project, which will require your relocation, is funded by the City. No federal funds are
involved in the project. California law regarding relocation assistance is described in Section 7260 et seq.
of the California Government Code. The State relocation guidelines are described in Title 25 Chapter 6
of the California Code of Regulations.
This is not a notice to move. It is important that you do not move before you learn what you must do to
receive relocation payments and other assistance to which you may be entitled. The City has retained the
services of Overland, Pacific & Cutler, Inc. (OPC), a qualified professional relocation firm, to assist you.
The firm is available to explain the program and benefits. Their address and telephone number is:
Overland, Pacific & Cutler, Inc.
3170 Fourth Ave., 2"' Floor
San Diego, CA 92103
Telephone: (619) 688-7980
Spanish speaking representatives are available. Si necesita esta informacion en Espanol, por favor
lIame a su representante.
Summary of Relocation Assistance
As an eligible displaced person, you will be offered appropriate financial and advisory assistance to help
you relocate, including:
A. Payment for your moving expenses. You will receive either:
A Payment for Actual Reasonable Moving and Related Expenses, or
A Fixed Payment In Lieu of a Payment for Actual Moving and Related Expenses
B. Referrals to suitable replacement locations.
C. Other help to reestablish your business and minimize the impact of the move including help in
preparing claim forms to request relocation payments.
If you disagree with the City's decision as to your right to a relocation payment, or the amount of the
payment, you may appeal that decision.
Business Informational Statement
Page 1
SOME GENERAL QUESTIONS
How willi know I am eligible for relocation assistance?
You should receive a written notice explaining that you are elig ible for relocation assistance. Ordinarily, eligibility begins
on the date the owner of the property receives the City's initial written offer to purchase it. Therefore, you should not
move before that date. If you do, you may not be eligible for relocation assistance.
How Will the City Know How Much Help I Need?
You will be contacted at an early date and personally interviewed by a representative of the City to determ ine your
needs and preferences for a replacement location and other services. The interviewer will ask questions about such
matters as your space requirements. It is to your advantage to provide the information so that the City can assist you
in moving with a minimum of hardship. The information you give will be kept in confidence.
How Soon Willi Have to Move?
Every reasonable effort will be made to provide you with sufficient time to find and reestablish your business in a
suitable replacement location. If possible, a mutually agreeable date forthe move will be worked out. Unless there is
an urgent need for the property (e.g., your occupancy would present a health or safety emergency), you will not be
required to move without at least 90 days advance written notice. It is important, however, that you keep in close
contact with the City so that you are aware of the time schedule for carrying out the project and the approximate date
by which you will have to move.
I Own The Property, Willi Be Paid For It Before I Have To Move?
If you reach a voluntary agreement to sell your property to the City, you will not be required to move before you receive
the agreed purchase price. If the property is acquired through an eminent domain proceeding, you cannot be required
to move before the estimated fair market value of the property has been deposited with the court. (You should be able
to withdraw this amount immediately, less any amounts necessary to payoff any mortgage or other liens on the
property and to resolve any special ownership problems. Withdrawal of your share of the money will not affect your
right to seek add itional com pensation for your property).
Willi Have To Pay Rent To The City Before I Move?
You may be required to pay a fair rent to the Cityforthe period between the acquisition of your property and the date
that you move. The rent will not exceed that charged for the use of sim ilar properties in sim ilar areas, however, rent
is generally the same as in the prior arrangement.
How Willi Find A Replacement Location?
The City will provide you with current and continuing information on available replacement locations that meet your
needs. The City may also provide you with the names of real estate agents and brokers who can assist you in finding
the type of replacement location you need. While the City will assist you in obtaining a suitable replacement location,
you should take an active role in finding and relocating to a location of your choice. No one knows your needs better
than you. You will want a facility that provides sufficient space foryour planned activities. You will also want to assure
that there are no zoning or other requirements which will unduly restrict your planned operations. Ask the City to
explain which kind of moving costs are eligible for repayment and which are not eligible. That will enable you to carry
out your move in the most advantageous manner.
What Other Assistance Will be Available To Help Me?
In addition to help in finding a suitable replacement location, other assistance, as necessary, will be provided by the
City. This includes information on Federal, State, and local programs that may be of help in reestablishing a business.
For example, the Small Business Administration (SBA) provides managerial and technical assistance to some
businesses. The range of services depends on the needs of the business being displaced.
Business Informational Statement
Page 2
I Have A Replacement Location And Want To Move. What Should I Do?
Before you make any arrangements to move, notify the City, in writing, of your intention to move. This should be done
at least 30 days before the date you begin your move. The City will discuss the move with you and advise you of the
relocation payment(s) for which you may be eligible, the requirements to be met, and how to obtain a payment.
I Plan To Discontinue My Business Rather Than Move. What Should I Do?
If you have decided to discontinue your business rather than reestablish, you may still be eligible to receive a paym ent.
Contact the City and discuss your decision to discontinue your business. You will be informed of the payment, if any,
for which you may be eligible, the requirements to be met, and how to obtain your payment.
What Payment For Moving Expenses will I receive?
Every business is entitled to a relocation payment to cover the reasonable cost of moving. You may choose either:
A. A Payment For Actual Reasonable Moving and Related Expenses, or
B. A Fixed Payment In Lieu of Moving and Related Expenses (if you meet the eligibility requirements).
What is Payment For Actual Reasonable Moving And Related Expenses?
If you choose a Payment For Actual Reasonable Moving And Related Expenses, you may claim the cost of:
A. Transportation of personal property from your present location to the replacement location. (Generally,
transportation costs are limited to a distance of 50 miles. If you plan to move beyond 50 miles, discuss your
planned move with the City.)
B. Packing, crating, uncrating, and unpacking personal property.
c. Disconnecting, dismantling, removing, reassembling, and installing relocated and substitute machinery,
equipment and other personal property. This includes connection to utilities available nearby and modifications
necessary to adapt such property to the replacement structure or to the utilities or to adapt the utilities to the
personal property. This includes alterations to the replacement structure required to reinstall machinery,
equipment or other personal property
D. Storage of personal property for a reasonable period of time, if required.
E. Insurance of personal property in connection with the move and required storage. And the replacement value
of property lost, stolen, or damaged in the process of moving where insurance is not readily available.
F. Any license, perm it or certification required by the displaced business, to the extent that the cost is (1) necessary
to its reestablishment at the replacement location and (2) does not exceed the cost forthe remaining useful life
of the existing license, permit, or certification.
G. Reasonable and preauthorized professional services, including architect's, attorney's, and engineer's fees, and
consultant's charges, necessary for (1) planning the move of the personal property, (2) moving the personal
property, or (3) installing the relocated personal property at the replacement location.
H. Relettering signs, printing replacement stationery made obsolete by the move and customer notifications.
I. The reasonable cost incurred in attem pting to sell an item that is not relocated.
J. Actual direct loss of personal property. This payment provides compensation for property that is neither moved
nor promptly replaced with a "substitute item" at the replacement location. Payment is limited to the lesser of:
(1) the estimated cost of moving the property or (2) the fair market value of the property for its continued use at
the old location, less any proceeds from its sale. To be eligible, you must make a good faith effort to sell the
Business Informational Statement
Page 3
property, unless the City determines that such effort is not necessary.
K. Purchase and installation of substitute personal property. Payment will be limited to the lesser of: (1) the
estimated costto move the item to the replacement location, or (2) the actual cost of the substitute item delivered
and installed at the replacement location, less any proceeds from its sale or its trade-in value. It is important to
discuss your plans with the City before you proceed.
L. Searching for a replacement location. This payment may not exceed $1,000.00 and may cover costs for:
Transportation expenses
Time spent searching for a replacement location, based on a reasonable salary or earnings
Reasonable fees paid to real estate agents or brokers to find a replacement location (not fees related to
the pu rchase of a site)
Meals and lodging away from home
The City representative will explain all eligible moving costs, as well as, those which are not eligible. You must be able
to account for all costs that you incur; so keep all your receipts. The City will inform you of the documentation needed
to support your claim.
You may minimize the amount of documentation needed to support your claim, if you elect to "self-move" your
property. Payment for self-move is based on the amount of an acceptable low bid or estimate obtained by the City.
If you self-move, you may move your personal property using your own employees and equipment or a commercial
mover. If you and the City cannot agree on an acceptable amount to cover the cost of the "self-move," you will have
to submit full documentation in support of your claim.
You may elect to pay your moving costs you rself and be repaid by the City or, if you prefer, you may have the City pay
the mover. In either case, let the City know before you move. Select your moverwith care. The City representative can
help you select a reliable and reputable mover.
W hen a payment for "actual direct loss of personal property" or "substitute personal property" is made for an item, the
estimated cost of moving the item may be based on the lowest acceptable bid or estimate obtained by the City. If not
sold or traded-in, the item must remain at the old location and ownership of the item must be transferred to the City
before you may receive the payment.
What are Reestablishment Expenses?
As part of Payment For Actual Reasonable Moving And Related Expenses, a small business, farm or non-profit
organization may be eligible to receive a payment of up to $10,000 for expenses actually incurred in relocating and
reestablishing such operation at a replacement site.
Eligible expenses must be reasonable and necessary, as determined by the City. They may include but are not limited
to the following:
A. Repairs or improvements to the replacement real property as required by federal, state or local law, code or
ordinance.
B. Modifications to the replacement property to accommodate the business operation or make replacement
structures suitable for conducting the business.
C. Construction and Installation costs for exterior signage to advertise the business.
D. Provision of utilities from right-of-way to improvements on the replacement site.
E. Redecoration or replacement of soiled or worn surfaces at the replacement site, such as paint, paneling or
carpeting.
Business Informational Statement
Page 4
F. Licenses, fees, and perm its where not paid as part of moving expenses.
G. Feasibility surveys, soil testing and marketing studies.
H. Advertising of replacement location.
I. Professional services in connection with the purchase or lease of a replacement site.
J. Estimated increased costs of operation during the first 2 years at the replacement site, for such items as:
1. Lease or rental changes
2. Personal or real property taxes
3. Insurance premiums, and
4. Utility charges(excluding 1m pact fees)
K. Impact fees or one-time assessments for anticipated heavy utility usage.
L. Other items that the City considers essential to the reestablishment of the business.
What Expenses Are Ineligible for Reestablishment Payment?
The following is a non-exclusive listing of reestablishment expenditures not considered to be reasonable, necessary
or otherwise eligible:
A. Purchase of capital assets, such as, office furniture, filing cabinets, machinery or trade fixtures.
B. Purchase of manufacturing materials, production supplies, product inventory, or other items used in the normal
course of the business operation.
C. Interior or exterior refurbishments at the replacement except as otherwise provided for under the business
reestablishment payment.
D. Interest costs associated with any relocation expense or the purchase of replacement property.
E. Payment to a part-time business in the home which does not contribute materially to the household income.
What is Fixed Payment In Lieu Of A Payment For Actual Reasonable Moving And Related Expenses?
A Fixed Payment In Lieu Of A Payment For Actual Reasonable Moving And Related Expenses to a business orfarm
operation is based on the average annual net earnings of the business or farm operation. The payment to an eligible
business orfarm operation may not be less than $1,000, nor more than $20,000. The nonprofit organization may be
eligible for a payment from $1,000 to $20,000 subject to the following:
A displaced nonprofit organization may choose a fixed payment as stated above if the City determines that it cannot
be relocated without a substantial loss of existing patronage (membership or clientele.) A nonprofit organization is
assumed to meet this test, unless the City demonstrates otherwise. Any payment in excess of $1,000, must be
supported with financial statements for the two 12 month periods prior to displacement. The amount to be used for
the payment is the average of the last two (2) years annual net earnings. Documentation required may be income tax
returns, certified financial statements and accounting records or other similar evidence acceptable to the City. To
qualify for an In-Lieu payment:
A. A displaced business:
1. must own or rent personal property which must be moved in connection with the displacement and for
which an expense would be incurred in such move, and the business vacates or relocates from its
displacement site.
Business Informational Statement
Page 5
2. must be unable to relocate without a substantial loss of existing patronage.
3. must not be part of a com m ercial enterprise having more than one other entity wh ich is not being acq uired
by the City, and which are under the same ownership and engaged in the same or similar business
activities.
4. must not be operated at a displacement dwelling solely for the purpose of renting such dwelling to others.
5. must not be operated at the displacement site solely for the purpose of renting the site to others.
6. must have contributed materially to the income of the displaced person during the two (2) taxable years
prior to displacement.
B. A displaced nonprofit organization (1) must be unable to relocate without a substantial loss of its existing
patronage, and (2) must not be part of an enterprise having another establishment which is not being acquired
by the City.
C. A displaced farm operation must meet certain minimum income requirements.
The average annual net earnings of a business farm operation are one-half of its net earnings before Federal, State,
or local income taxes during the two (2) taxable years immediately priorto the taxable year in which it was displaced.
If not in business for a full two years prior to displacement, the net earnings shall be based on the actual period of
operation at the acquired site projected to an annual rate. Average net earnings may be based on a different period
of tim e when the City determ ines it to be more equ itable. Net earnings include any com pensation paid to the owners
of the business, a spouse or dependents. The displaced person shall furnish the City proof of net earnings through
income tax returns, certified financial statements, or other reasonable evidence which the City determines is
satisfactory.
The City will inform you as to your eligibility forthis payment and the documentation you must submit to support your
claim. Remember, when you elect to take this payment you are not entitled to reimbursement for any other (actual)
m ovinq expenses.
I Own An Outdoor Advertising Display. What Relocation Payment Willi Receive?
As the owner of an outdoor advertising display, you are eligible for a Relocation Payment For Actual Reasonable
Moving And Related Expenses. You are not eligible to receive a Payment In Lieu Of A Payment For Actual Reasonable
Moving And Related Expenses.
If you choose not to relocate or replace the sig n, the paym ent for "direct loss of personal property" wou Id be the lesser
of: (1) the depreciated reproduction cost of the sign, as estimated by the City, less the proceeds from its sale, or (2)
the estimated cost of moving the sign without temporary storage. The City will inform you as to the exact costs that
may be reimbursed.
How do I File A Claim For A Relocation Payment?
You must file a claim for a relocation payment. The City will provide you with the required claim forms, assist you in
completing them, and explain the type of documentation that you must submit in order to receive your relocation
payments. If you must pay any relocation expenses before you move (e.g., because you must provide secu rity deposit
if you lease your new location), discuss your financial needs with the City. You may be able to obtain an advance
payment. An advance payment may be placed in "escrow" to ensure that the move will be com pleted on a timely basis.
If you are a tenant, you must file your claim within 18 months after the date you move. If you own the property, you
must file within 18 months after the date you move, orthe date you receive the final acquisition payment, whichever
is later. However, it is to your advantage to file as soon as possible after you move. The sooner you subm it your claim,
the sooner it can be processed and paid. If you are unable to file your claim within 18 months, the City may extend this
period.
Business Informational Statement
Page 6
You will be paid promptly after you file an acceptable claim. If there is any question regarding your right to a relocation
payment or the am ount of the payment, you will be notified, in writing, of the problem and the action you may take to
resolve the matter.
Appeals
If you disag ree with the City's decision as to you r rig ht to a relocation payment or the am ount of paym ent, you may
appeal the decision to the City. The City will inform you of its appeal procedures. At a minimum, you will have 18
months to file your appeal with the City. Your appeal must be in writing. However, if you need help, the City will assist
you in preparing your appeal. If you are not satisfied with the final appeal decision, you may seek review of the matter
by the cou rts.
Tax Status of Relocation Benefits
Relocation benefit payments are not considered as income forthe purpose of the Internal Revenue Code of 1986 or
the Personal Income Tax Law, Part 1 0 (commencing with Section 17001) of Division 2 of the Revenue and Taxation
Code, orthe Bank and Corporation Tax law, Part 11 (commencing with Section 23001) of Division 2 of the Revenue
and Taxation Code.
Additional Information
If you have further questions after reading this brochure, contact Overland Pacific & Cutler, Inc. and discuss your
concerns with your relocation representative. You may wish to read the California Relocation Assistance Act
regulations which describes the relocation process in more detail.
Business Informational Statement
Page 7
EXHIBIT C I
PUBLIC COMMENTS AND RESPONSE III
ITEM NO. 30
Approvals
City Attorney
Director of Finance
City Manager
~r
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tf
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Jim O'Grady, Assistant City Manager
DATE:
February 28, 2006
SUBJECT:
Economic Development Department Monthly Report
PREPARED BY:
Gloria Wolnick, Marketing Coordinator
RECOMMENDATION:
Receive and file.
The following are the recent highlights for the Economic Development Department for the month of
January 2006.
ECONOMIC DEVELOPMENT
Leads and Inquiries
In the month of January, the City responded to the following leads/inquiries: 3,000-4,500 square
foot comedy club, a 15,000- 20,000 square foot 2-story upscale sports bar, miniature golf project,
and a bowling alley project.
On January 26'h, Councilmember Washington and staff met with a high-end auto dealer to discuss
business opportunities in Temecula.
The Economic Alliance exhibited at the MD & M West (Medical Design & Manufacturing)
Tradeshow in Anaheim at the end of January. This is the largest Medical Design show on the west
coast. It is primarily a show for the end user vs. a show attended by a large percentage of economic
development groups. The Alliance received 3 strong leads of companies that were interested in
moving into San Diego or nearby communities and a follow-up lead on a company that had
previously contacted us that is looking to relocate to the Temecula Valley.
Business Retention
As a member of the EDC Business Relations Committee, staff held a site visit with Jonathan Silver,
Controller for On Time Payment Protection Systems. The company has an On Time system
device that is an electronic starter interrupt unit used for an automotive payment protection system.
They have been in business for 6 years. The company is looking to expand. Staff provided
information: demographic, roadway projects, job training, available properties GIS site, jobs
database, online business resources handout, higher education center article, On Time article
published in the San Diego Union Tribune, and business brochure.
Media/Outreach Materials
Staff provided the City article for the February Chamber of Commerce Newsletter. The article
"Meet Temecula's New Police" provided an overview of Chief Mitch Aim's background and his
primary focus for the community.
Staff produced The Guide to Online Business Resources insert. This insert includes information
on business, demographic, GIS, available properties, jobs database, special event and temporary
use permits as well as basic processing information. This piece will be included in the Business
License Renewal Mailing and included in our business kits.
Staff finalized the high-end retail/demographic brochure with the graphic designer. The brochure
will be included in the City's business kit, distributed to local commercial brokers, Chamber, Alliance
and to the EDC. The insert will be ready for the upcoming Economic Alliance Brokers Breakfast on
February 15'h
Staff updated the city information for The Inland Empire Business Journal Book of Lists.
Information consisted of population, housing units, top employers and other area information.
Meetings
Staff attended the Economic Development Corporation of Southwest California Business
Relations Committee Meeting on January 5th at the EDC office. Harry Shank reported on APEX
Manufacturing site visit. Staff reported that Outdoor Channel was approaching completion of their
studio expansion project and located their broadcast studio and had set up a satellite dish for
transmitting from this location. Reported on contacting Payment Protection Systems fora future site
visit and passed around the WRCOG newsletter which provided good information on TUMF fees
and road projects in our region. The EDC would e-mail a copy of the industry list for members to
review.
Staff attended the Partners in Education Committee Meeting on January9th. Forsome time staff
has participated on a committee for the School District that helps provide the District with a Business
perspective on education matters. One of the projects that the committee is working on is to advise
the School District on resource information to include in a "Career Resources" section of their
website. The website would include such things as resume writing, interview skills, job success
skills, listing of available jobs in the Temecula area, listing of potential employers (business license
listing), and even some materials about college preparation. Staff provided topics to be included
and helpful web links i.e. resume writing, interview techniques, etc.
City Councilmembers and staff attended the State of the 3rd District Economic Development
Forum held at Pechanga Resort and Casino on January 12'h Supervisor Jeff Stone shared his
accomplishments and his vision for the 3rd District future. Robin Zimpfer, Assistant County
Executive of The Riverside County Economic Development Agency also gave an overview of the
agency's activity in the Third District. The Menifee/Sun City Chamber addressed their goals for the
upcoming year.
Staff attended the EDC Transportation & Infrastructure Committee Meeting on January 12'h A
special presentation on pending transportation projects between the cities of Murrieta and Temecula
was presented by Jim Kinley, Public Works Director/City Engineer - City of Murrieta, and Bill
Hughes, Public Works Director/City Engineer - City of Temecula.
The presentation outlined the various projects that each city has planned, as well as the projects
that we are working on together such as the French Valley Parkway and the construction of Ynez.
Jim Kinley said that the preliminary planning/design contract for Ynez is going to the Murrieta City
Council at their next meeting. Bill also covered the importance of TUMF and covered the need for
and status of the freeway strategic study.
The group appreciated the presentation. As part of the discussion, the EDC group expressed
concern about the time that it takes to process projects through Caltrans. Roger Zeimer (who is also
the current chair of the Murrieta-Temecula group) and Dennis Frank mentioned that they are trying
to set up a meeting with Assemblyman Benoit to see if the Assemblyman might do what he can to
expedite Caltrans review and approvals on behalf of the EDC and M- T group.
Staff met several times in January to discuss the Temecula Higher Education Project.
Staff met regarding the Old Town Temecula Wi-Fi project on January 17'h and discussed design
and coverage goals.
On January 19'h, staff met with a local auto dealership representative regarding space needs.
Staff attended the Economic Development Corporation of Southwest California Board of
Director's Meeting on January 19'h Dr. Steven Frates, Rose Institute, Claremont McKenna
College, will present The Confluence of Economics, Politics and Demographics and the Implications
for the Inland Empire at the February 23'd EDC Quarterly Luncheon. The EDC Transportation &
Infrastructure Committee appreciated the transportation presentation that Bill Hughes and Jim
Kinley's gave. This committee has a continuing interest in this issue and will be seeking Mayor
Robert's involvement. Updates were provided on the Temecula Education Center and proposed
Hospital. Staff reported on the following: Tourism Improvement District was approved in December.
Hospital project will go before Council on January 24'h Governor's budget - eliminate 770,000
ERAF (property tax shift). Updates on the design of Civic Center - 4 to 6 months, library will be hi
tech, have 80+ computers, wireless. There will be an economic catalyst for Old Town. The City will
have streaming video online to allow citizens to watch meetings live orfrom an archive, allowing 24
hour access. On January 24th, 2006 residents will be able to view Channel 3, the CityofTemecula's
government cable channel, live on their computers. The City's website will provide a link to the
streaming of a live Council Meeting. The next day the Council meeting will be posted as an archived
meeting with an index of Council agenda topics, allowing the public to retrieve specific items with a
hyperlink feature.
Staff met with Linda Bradley and hospital directors several times in January to prepare for the
proposed hospital presentation scheduled for the January 5'h Planning Commission meeting and
the January 24th City Council Meeting.
The webmaster held a Web Steering Committee on January 19th with City departments to discuss
website formats. Staff from the Economic Development, Community Services and Theater
departments met with the City webmaster on January 25th to discuss the design, colors and
layout of the website.
Staff attended the Southwest California Economic Alliance Partner Meeting on January 25'h at
Lake Elsinore City Hall. Agenda included updates and discussion on the following items: The
ERISS contract has been signed and they are moving forward with a Business Intelligence survey.
ERISS expects to have the survey completed within 60 days - around March 5'h The Alliance
Broker Breakfast is planned for February 15'h at the Lake Elsinore Storm Diamond Club. Tom
Mullen, Interim Executive Director of Western Riverside County Regional Conservation Authority,
will speak on the Multiple Species Habitat Conservation Plan (MSHCP) - How it will affect you in
2006 and beyond. The Site Selection Network of the National Association of Manufacturers, an
industry icon for years in economic development for manufacturers, has now become the Site
Selection Network of the American Hotel and Lodging Association, the American International
Automobile Dealers Association, the Society of Industrial and Office Realtors, and the largest site
selection organization serving the Retail and Big Box Store industry. A network of over 150,000
companies in the most desirable industries for economic expansion in the nation. Site Selection
Network has vastly expanded the number and quality of job creation and sales tax generating
development leads you will receive as an SSN member by expanding its reach into these highly
desirable industries. Partnered with America's largest real estate, trade, and manufacturing
associations, the Site Selection Network has truly become the one stop, first stop supermarket of
economic development.
On January 31", staff met with Kevin Lynch regarding establishment of the Harveston Shuttle
project.
TOURISM
Special Events
Staff is preceding with the audit of The Temecula Valley International Film & Music Festival
financial statements as directed by the City Council at the time of approval of funding for the 2005
event.
Advertising & Media
City continues to advertise in Westways magazine and receives a great response.
On January 11'h, staff met with Michael Lumel, publisher for Directory & Maps USA. They are
publishing the Inland Empire Visitor and Relocation Guide. The City plans to advertise in the
publication.
Staff provided photos and information to Preferred Destinations, an Orange County tourist
publication. They will be featuring Temecula in an upcoming issue.
ATTACHMENTS
Temecula Valley Chamber of Commerce Activities Report
Economic Development Corporation of Southwest California Activities Report
Southwest California Economic Alliance Activities Report
I~~
TEMECULA VALLEY CHAMBER OF COMMERCE
February 8, 2006
Shawn Nelson, City Manager
City of Temecula
43200 Business Park Drive
Temecula, CA 92590
Dear Shawn,
Attached please find the January Monthly Activity Report as per our contract with the City of
Temecula.
This is the month of January at a glance:
Business Inquiry Highlights: In the month of January, 5 businesses requested information on
starting or relocating their business to Temecula. They received a business packet, which included a
copy of the City of Temecula demographics, relocation, housing, rentals, maps, organizations, etc.
TVCC Chamber Board Highlights: The following 2006 Executive Board members were elected:
Pamela Voit, Chairman of the Board; Stan Harter, First VP; Dennis Frank, Second VP; Kelly Daniels,
Treasurer; and Bette Endresen, Secretary. Appointed Directors: Amy Minniear, Issac Liazarra and
Jacob Cintron.
Strategic Planning Session: The Chamber held it's annual Strategic Planning Conference on
January 20, 2006. Keith Woods of the California Chamber of Commerce facilitated the session.
Consultant Shaun Lumachi presented an overview of the Southwest Cal. Legislative Council. The
Temecula Valley Convention and Visitor's Bureau reported their 2005 accomplishments, which
included the Dev. TVCVB Brand Press Kit; Website; TID Passing; 18, 518 phone call request. TVCC
State of the Chamber was presented and Breakout Sessions were formed to discuss issues facing
Temecula and what the Chamber's role is.
Southwest California Legislative Council: Joan Sparkman has been elected as the 2006 Chairman
of the Southwest California Legislative Council. Greg Morrison with Elsinore Valley Municipal Water
District has been appointed to the SWCLC. Dave Kiiby, Senior Vice President with the California
Chamber of Commerce facilitated the 2006 Strategic Pianning Conference for the Council. The main
areas of focus are Infrastructure Improvements, Taxation and Government Finance, Pro Business
Leadership and Employee Reialions. Over 100 letters supporting SB 288 were received by the
membership.
Temecula Valley Convention and Visitors Bureau: Pi ease see the attached January 2006 Monthly
Report.
Business Development Resource Committee: The Mystery Shopper Winner for February was
Accountemps/OfficeTeam. The Chamber Spotlight winner for January was FasTracKids. The
Roundtable Discussion is now called the Business Success Forum, was held on Tuesday, January
10'h, and the topic was Computer System Maintenance.
Membership & Marketing Committee: 30 businesses joined the Chamber in January 2006. Staff
and Ambassadors attended 6 Ribbon Cutting events. The Membership Networking Breakfast was
held at Embassy Suites Hotel and was attended by 110 members. The Power Networking Workshop
26790 Ynez Court. Temecula, CA 92591
Phone: (951) 676-5090. Fax: (951) 694-0201
www.temecula,org . e-mail: info@temecula.org
that was dark for the month of January. The monthly mixer was hosted by Lender's Depot and held at
Scarcella's Italian Grill. The mixer was well attended by both members and businesses interested in
joining the TVCC. The Marketing committee is working on TVCC logo usage guidelines for the
membership. The new chamber directory arrived and is being distributed.
Special Events Committee: The 40'h Annual Ruby Awards Gaia will be heid on Saturday, February
18'h at Pechanga Resort & Casino. The 2006 State of the Cit~ Address presented by Mayor Ron
Roberts will be held at Pechanga Resort & Casino on April 5' at 7:30am. This year's Chamber Golf
Classic will be held at Temecula Creek Inn on Friday, May 5'h The event is open to 216 golfers. The
2006 Economic Outlook Conference has been renamed to the Business Economic Forecast and will
feature Michael Bazdarich with Western Asset Management Company who will report the latest
economic treads for 2006/2007. The 2006 Legislative Summit will be held on Thursday, September
14'h at South Coast Winery Resort & Spa.
Tourism Highlights (Bulk brochure distributors)
Activity Report:
o 452 Visitor Guide requests were processed from the City of Temecula's Westway's advertising
marketing piece.
o 108 Visitor Guides were distributed to the Temecula Valley Unified School District for their Job
Fair.
o 108 Visitor Guides were distributed to Target Companies for trainers coming to this area.
o 40 Winery Maps were distributed to Ken Reinsch with the Hampton Oaks Ranch for a motor
home rally in June.
o 50 Winery Maps were distributed to Diane Rivera with the World Harvest Church for their church
members.
o 300 Tourism Postcards and City Trifolds were distributed to Miyn Ibaragi with Elephant Tours for
international tourists.
o 60 Visitor Guides and 60 Winery Maps were distributed to Judy with Antique Motorcycle Club of
America for club members from across the US.
o 432 Visitor Guides were distributed to Veronica with the Comfort Inn in Temecula for hotel guests.
o 10 Visitor Guides were distributed to Velma with Sage Canyon Apartments for visitors.
o 13 Winery Maps were distributed to Janet Gieling with Jojoba Ski Resort for their Welcome
Committee.
o 10 Visitor Guides were distributed to John Carrasco with Tarbell Realtors for clients.
o 216 Visitor Guides were distributed to the Ramada Inn for hotel guests.
o 10 Visitor Guides were distributed to Steve Pendleton with Tarbell Realtors for clients.
o 50 Visitor Guides and 50 Winery Maps were distributed to Margaret Jones with A-1 Tuscany
Travel for a conference.
o 324 Visitor Guides were distributed to Liz Clark with Embassy Suites Hotel for guests.
o 12 Visitor Guides and 12 Winery Maps were distributed to Kathy Lee Smith with Harbor Hoppers
for clients.
Activity Report:
o Tourism calls for the month of January - 1,084
o Phone calls for the month of January - 2,082
o Walk-ins for the month of January - 1,084
o Web Page User Sessions for the month of January - 6.241
Also, attached are the meeting minutes for the Convention and Visitors Bureau, Southwest California
Legisiative Council, Business Development Resource, Membership & Marketing. and Special Events
committees. if you have any questions regarding this information, please call me at (951) 676-5090
or e-mail asullivan@temecula.orq. Thank you.
j
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/~/
Alice Sullivan
President/CEO
cc: Mayor Ron Roberts
Councilman Jeff Comerchero
Shawn Nelson, City Manager
Jim O'Grady, Assistant City Manager
Gloria Wolnick, Marketing Coordinator
Mayor Pro Tern Chuck Washington
Councilman Mike Naggar
Councilwoman Maryann Edwards
Gary Thornhill, Deputy City Manager
TYee Board of Directors
Temecula Valley Chamber of Commerce
Monthly Activity Report
January 2006
Chamber Vis. Center Year-To-Date
PHONE CALLS This Month This Month Total
TOURISM
Tourism Referrals 203 203
Calendar of Events 122 122
Special Events 124 124
General Information 635 635
TOTAL TOURISM CALLS 1,084 1,084
Relocation 128 128
Demographics 101 101
Chamber 454 454
Miscellaneous 315 315
TOTAL PHONE CALLS 2,082 2,082
WALK-INS
Tourism 163 40 163
Calendar of Events 110 1 110
Special Events 80 80
General Information 640 59 640
Relocation 119 3 119
Demographics 90 90
Chamber 335 335
Miscellaneous 267 267
TOTAL WALK-INS 1,804 103 1,804
MAILINGS
Tourism 1,919 1,919
Relocation 38 38
Demographics 39 39
TOTAL MAILINGS 1,996 1,996
E-MAIL
Tourism 94 94
Relocation 76 76
Miscellaneous 231 231
TOTAL E-MAIL 401 401
WEB PAGE USER SESSIONS 6,241 6,241
GRAND TOTALS This Month Year-To-Date
PHONE CALLS 2,082 2,082
WALK-INS 1,804 1,804
MAILINGS 1,996 1,996
E-MAIL 401 401
WEB PAGE USER SESSIONS 6,241 6,241
Annual Volume Comparisons
Chamber Chamber Percentage
January 2005 January 2006
PHONE CALLS
TOURISM
Tourism Referrals 326 203 -38%
Calendar of Events 195 122 -37%
Special Events 356 124 -65%
General Information 1,033 635 -39%
TOTAL TOURISM CALLS 1,910 1,084 -43%
Relocation 191 128 -33%
Demographics 153 101 -34%
Chamber 794 454 -43%
Miscellaneous 456 315 -31%
TOTAL PHONE CALLS 3,504 2,082 -41%
WALK-INS
Tourism 216 163 -25%
Calendar of Events 140 110 -21%
Special Events 127 80 -37%
General Information 877 640 -27%
Relocation 168 119 -29%
Demographics 127 90 -29%
Chamber 548 335 -39%
Miscellaneous 286 267 -7%
Visitor Center Walk-Ins 2 103 5050%
TOTAL WALK-INS 2,491 1,907 -23%
MAILINGS
Tourism 174 1,919 1003%
Relocation 45 38 -16%
Demographics 52 39 -25%
TOTAL MAILINGS 271 1,996 637%
E-MAIL
Tourism 129 94 -27%
Relocation 77 76 -1%
Miscellaneous 203 231 14%
TOTAL E-MAIL 409 401 -2%
WEBSITE USER SESSIONS 4,899 6,241 27%
. Chamber referrals reflect faxes, walk-ins and phone calls
(123)
(73)
(232)
(398)
(826)
(63)
(52)
(340)
(141)
(1,422)
(53)
(30)
(47)
(237)
(49)
(37)
(213)
(19)
101
(584)
1,745
(7)
(13)
1,725
(35)
(1)
28
(8)
1,342
Temecula Valley Chamber of Commerce
Membership and Marketing Meeting Minutes
Wednesday, January 11,2006 8:00a.m.-9:00a.m. Chamber Conference Room
Sponsored by Community Little Book
Mission Statement: Develop programs to maintain and build a membership commensurate with the
growth of the Temecula business community and simultaneous growth of the Chamber. Serve as .
goodwill representative and strive to enhance the value of membership encouraging ongoing dial09ue
between members.
Committee Chair: Dan Brunell
Co: Chair Jann Gentry
Board Liaisons: Melody Brunsting
Bill Seltzer
Committee Present: Jack Harlan, Carole Crocker, LaVonna Lacy, RJ Hagel. Bill Seltzer, Jann
Gentry, Dan Brunell, Denice Games, Mark Katan. Brett Tyndale, Robert Landsman, Adam Ruiz,
Yvonne Ruiz, Judy Remsen, Dr. Teresa Kosycarz
Guests: Brian Stengel - Office Depot. Carol Chandler Thompson - Benefits Corporation
Board Liaisons Present: Bill Seltzer
Staff Present: Kimberly Freize-Uhler, Alice Sullivan
Minutes
Committee Chair Dan Brunell called the meeting to order at 8:05a.m. Self-introductions of the
committee followed. The minutes of the previous meeting were reviewed and motioned for approval
by Jack Harlan and seconded by RJ Hagel, which carried.
Special Kick-off Presentation of Office Depot Prollram
Representatives from Office Depot and Benefit Concepts made a presentation discussing the
features of the discount program. Packets were provided with cost comparisons and applications to
join the program.
Subcommittee reports
Retention:
By Dan Brunell:
Brunell reminded members all committees need to focus on retention. Brunell asked for additional
members for the committee, Denice Games volunteered to work on the committee.
Welcome:
By Teresa Kozycarz-Sub Committee Chair:
Kozycarz reported the committee needed one more individual and asked for any interested members
to join the sub committee, RJ Hagel offered to join the committee.
Networkina Breakfast:
By Jack Harlan
Breakfast has been going well and committee will be working on the goals they set for next year. Will
continue to solicit members for the Spotlight and Coffee sponsors.
Marketina:
By Carole Crocker-Sub Committee Chair:
Crocker advised they could use more members. Committee is currently working on a flyer for the
Power Networking Workshop. Crocker reported the committee is working on a logo and usage
guidelines for the membership.
Power Networkina Workshop:
By Anne Preston-Sub Committee Chair & Bill Seltzer Sub Committee Co-Chair:
Preston & Seltzer agreed the workshop is growing and continues to get positive feedback from
attendees. One of the goals for next year is to take the workshop to another level, develop a Power-
point presentation for a professional look. Committee will work with the Marketing committee to help
get the word out about the workshop and help increase even more attendance.
Mixer:
Dan Brunell filled in for Bob Bryant:
Brunell reported the need to recruit members to help with this committee. The mixer is doing great
and is very successful. A sign-up sheet for volunteers for the January Mixer was passed around.
Staff provided a listing of the remaining mixer hosts for 2006
Ambassador Proaram:
By Jann Gentry-Sub Committee Chair:
Gentry reported on the Ambassador Training, the mentoring program and the efforts to recruit
additional Ambassadors. Gentry also reported several Ambassadors are have voiced their
commitment and are filling out their commitment forms.
Meeting adjourned: 9:00am
Next Meeting Date: Wednesday, February 8, 2006
Chamber Boardroom
Sponsored By: Community Little Book
II~LQI
TEMECULA VALLEY CHAMBER OF COMMERCE
Business Development Resource Committee
MEETING MINUTES
Wednesday, January 18th, @8:00am
TVCC Conference Room Sponsored by Community Little Book
Committee Chair: Bob Hagel (present) Co-Chair: (vacant)
Board Liaisons: Tom Paradis (present), Bill Wilson (not present)
Members Present: Lloyd Bradshaw, Carole Crocker, Ginny Mulhern, and Brian
Schreiber
Staff Present: Alice Sullivan, Michelle Knowles
Co-Chair
Ginny Mulhern was appointed to the position as Co-Chair for the Business
Development Resource Committee.
Approval of Minutes
A motion was made to approve the November 16, 2005 meeting minutes as written.
The motion was seconded and carried.
Business Resource Development
Crocker produced a proof of a brochure to be used as the updated TVCC Return of
Investment resource. The committee agreed upon sending out a Zoomerang to survey
all Chamber members on their business needs. Crocker, Mulhern, Bradshaw and Hagel
volunteered to help create the questions for the survey. The Technology Expo &
Business Forum will be scheduled again for this year and a sub committee will be
created to organize the event. The committee is looking at the Temecula Library's new
location as a possible venue for this event.
Member Recoanition Proaram
Mvstery Shopper Proqram
Crocker will follow up with Donna Wilder with Mt. San Jacinto Community College on
the status of the Mystery Shopper Intern Program. The committee/staff will continue to
conduct the Mystery Shopping until the internship program begins with the college. A
task force will be created to conduct the shopping and an article will be placed in the e-
commerce newsletter asking for volunteers. The Mystery Shopper winner for January is
Cartridge World.
Volunteer Business of the Month
The Volunteer Business of the Month no longer has a sponsor and staff is working with
Mike Martinez on an opportunity for the Chamber to have airtime on the local television
station KZSW. Hagel also offered to meet with the City of Temecula regarding the one-
hour Temecula slot shown on Adelphia Channel 3 from 6:00pm -7:00pm.
Chamber Spotlioht
December's Chamber Spotlight was FasTracKids located at 31757 Highway 79 South
in Temecula.
Roundtable Discussion
The "Business Success Forum - Success tips for your business" is now the official title
for the monthly discussions. New flyers will be created with the new event title. Costco
Wholesale has agreed to provide lunch every month this year as our Lunch Sponsor.
Reservations are now needed.
The next Business Success Forum is Tuesday, February 14th, 2006 at 12:00 noon at
the TVCC.
Topic of Discussion: Accounting Practices.
Resource Library
Hagel reported that the library still scheduled to open in the fall of 2006.
Board Update
Pamela Voit with Voit Management is the newly elected Chairman of the Board. The
TVCC now has 20,000 Membership Directories available. Sullivan announced that
there is a Temecula City Council meeting next Tuesday, January 24th, 2006 at 7:00
p.m., discussing the proposed Temecula Regional Hospital. The TVCC Planning
Conference is this Friday, January 20th, 2006 at South Coast Winery Resort & Spa.
Committee Updates
The Chamber mixer is being held tonight at Scarcella's Italian Grill from 5:30pm -
7:30pm. The Power Networking Workshop will be on Tuesday, February ih, 2006 at
12:00pm in the TVCC conference room. The Business Success Forum will be on
Tuesda~, February 14th, 2006 from 12:00pm - 1 :OOpm in the TVCC conference room.
The 40t Annual Awards Gala is on Saturday, February 18th, 2006 at 5:30pm at
Pechanga Resort & Casino. Hagel announced that Eagle's Mark would be in their new
building located at 41775 Elm Street in Murrieta in a couple of weeks.
Adiournment
Thank you for attending!
NEXT MEETING: February 15th, 2006 at 8:00am
Location: TVCC Conference Room Sponsored by Community Little Book
T emecuIa Valley Chamber of Commerce
Special Events Committee
Meeting Minutes
January 17,2006
Chairperson: Patricia Whitney
Board Liaisons: Kelly Daniels and Bette Endresen
Co-Chair: Rose Kamppila
Members Present: Patricia Whitney, Lalli Guerriero, Carolyn Tidmus, Karie Strawn
Board Present: No Board Members Present
Staff Present: Melissa Hayer
Approval of Minutes
A motion was made to approve the November 15,2005 meeting minute8 a8 written. The motion
was 8econded and carried.
40th Annual Awards Gala
The 40th Annual Ruby Awards Gala will take place Saturday, February 18th at 5:30pm -
Midnight. The event will celebrate the Chamber's 40th Anniversary. The invitations are
currently at the printers. Two Affiliate Spon8ors are needed. Guerriero has been working on
getting volunteers. The volunteer scheduled was passed around to the committee.
2006 State of the Citv Address
This year's event is scheduled for Wedne8day, April 5th, 2006 at Pechanga Resort & Casino.
Mayor Ron Roberts will be highlighting the City's accomplishment8 from 2005 and the goals for
2006. The next committee meeting is Wednesday, January 18th at 9:00 a.m.
16th Annual Chamber Golf Classic
This year's tournament will be held Friday, May 5th, 2006 at Temecula Creek Inn. Paradi8e
Chevrolet Cadillac has agreed to be this year's Title Sponsor at $5000. Bill Seltzer is the event
Chair and Tomi Arboga8t is the Co-Chair. It i8 the committee's goal to get as many Eagle
Sponsors as possible before moving on to the other sponsorships. To date there are (3) Tee-Box
Sponsors, (13) Eagle Sponsors, (1) Birdie Sponsor and (1) Hole Participant. The next committee
meeting i8 February 7th at 8:00 a.m.
2006 Economic Outlook Conference
The 2006 event i8 scheduled for June 22nd at South Coast Winery Resort & Spa. Michael
Bazdarich is the keynote speaker. He will begin with International Economics and work hi8 way
down to our local economy. More committee members are needed. Anyone interested please let
staff know. The next meeting will be Wedne8day, February 22nd at 10:30 a.m.
2006 Lel!:isIative Summit
This year's event will take place Thursday, September 14th at South Coast Winery Resort & Spa.
The committee has selected the following topics to be discussed: Transportation and Utilities.
The committee is looking at having no more than five panelists. P08sible moderators are: Dan
Walters, Roger Hedgecock and Bill Handel. The next committee meeting will be Wednesday,
February 22nd at 9:00 a.m.
Board Update
. Board Planning Retreat will be Friday, January 20th at South Coast Winery Resort & Spa
. Pamela V oit has been Re- Elected as the 2006 Chairman of the Board.
Committee Undates
. The January Mixer will be at Scarcella's Restaurant hosted by Lender's Depot from 5:30
p.m. - 7:30 p.m.
Next Meetin!!: Date
Tuesday, April 18, 2006 at II :30 a.m. at the TVCC
JANUARY 2006
/'iyJ
2005 HIGHLIGHTS
~
January 2005
· Developed TVCVB Brand Press Kit
. Designed new TVCVB Website
. Received Pechanga Sponsorship - $150,000
February 2005
. Chamber Board Approved 2005 Tourism Advisory
Board and 2006 TVCVB Board
. Worked with Competitive Edge and conducted a TOT
Poll
March 2005
. Launched new website and booking system
. Launched new TVCVB membership organization
April 2005
. Designed new TVCVB Visitors Guide
May 2005
. Process started to form Tourism Improvement District
· Launched "Weblink" CVB Membership software
July 2005
. Launched new TVCVB Visitors Guide-$15K
commissions for TVCVB
September 2005
· TlD Resolution of Intention approved at Temecula City
Council to form District
October 2005
· Completed the "Taste of California TV Series" and
reached viewers in US and Europe
November 2005
· TlD Public Hearing with no petitions at Temecula City
Council
December 2005
· TlD Passed 5-0 at Temecula City Council- district
starts March 1, 2006
Our Sales Goals
Position the Temecula Valley as the premier year-
round resort destination tor meetings and tour plan-
ners generating group and contracted leisure business
in an effort to increase awareness and measurable
visitor spending to our region.
Our Marketing Segments
)> Corporate & Incentive - 25%
)> Association - 15% (Membership-based
Organizations)
)> Travellndustrv - 35% (Travel Agencies)
)> SMERF - 20% (Social/Sports, Military,
Educational, Religious & Fraternal)
)> Government - 5% (Federal & State)
Our Strategies
Ii:l Phone Solicitations
Ii:l Trade Shows
Ii:l Corporate & Association
Ii:l Incentive Travel
Ii:l Industry Sales
Ii:l Personal Sales Trips
Ii:l Educational & Site Visit Tours
JANUARY 2006
II
/'iyJ
~
2006 HIGHLIGHTS
January Highlights
" January 20th, the TVCVB inducted the 2006 Executive
Board and Board of Directors.
" January 28th and 29th, the TVCVB attended the Los
Angeles Times Travel Show at the Long Beach
Convention Center. This was the first show the
Temecula Valley Convention & Visitors Bureau attended
as a stand alone Bureau.
"January 24th, the TVCVB started the recruitment process
for our new Sales Manager position, with an anticipated
start date of March 2006.
" January 30th, the TVCVB participated in a Pechanga
Resort & Casino FAM tour that was attended by 33
qualified meeting planners from San Diego, Los Angeles,
Sacramento and Washington DC.
" January 31, the TVCVB attended a planning meeting
with the VP of International Marketing for Disney
regarding a FAM Tour for March 2, 2006 (see attached
Japanese Visitor's Guide "Temecula Spot Ugh!").
Tourism Activity Report
January 2006
'IVCVB Walk-Ins .
TVCVB Phone Calls
~_.
-
c......_
TotBIWalk-ln':l,084
TotaIPboneCalll:I,093
TVCVB Website Activity
August 2005 - January 2006
Unique Users Per Montb
Hits Per Month
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TVCVB Online Booking Report- YTD
May 2005 - January 2006
,
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May 2005 - January 2006
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Total Y1D Revenue; $37,989
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February 15, 2006
Jim O'Grady
City ofTemecula
PO Box 9033
Temecula, CA 92589
RE: EDC Activity Summary- January 2006
Business and Workforce Develonment
Staff responded to the following 4 business and workforce development requests in January
2006:
Date Lead Source Reouest Action Taken
01/10/06 Email Business owner in Temecula Provided client with requested information.
requested demographics iu
population, household income
and age distribution.
01/10/06 Phone Client seeking site selectiou Provided client with requested iuformation. This project
assistance and other business is ongoing.
resources to open
entertainment/theater business.
01/1l/06 Phone Client seeking a comprehensive Provided client with requested information.
list oflarge employers in the
re~iou and number of emolovees. .
1l/12/06 Phone Client requested contact for Provided client with requested information.
Human Resources consultant.
Community Outreach
Staff and/or EDC directors attended the following meetings/events to promote or support
economic development/community outreach:
· Murrieta Temecula Group (116)
· Valley Economic Development Corporation Meeting (1/10)
.. 2006 Legislative Summit Plann~g Meeting (1111)
· Third District Economic Development Forum (1/12)
· TVCC State ofthe City Planning Meeting (1118)
· Interview on KZSW NewsMakers (1/23)
Business Retention
· Business Relations Committee Meeting (115) - Minutes are attached.
Jim O'Grady
City ofTemecula
EDC Activity Summary - January 2006
Page 2 of2
AdministrationlOr!!:anization
· EDC Industrial Committee Meeting (1110) - Minutes are attached.
· EDC Transportation & Infrastructure Committee Meeting (1112) - Minutes are attached.
EDC Education Committee Meeting (1113) - Minutes are attached.
· EDC Board of Directors Meeting (1/19) - Minutes are attached.
· EDC Entrepreneur Workshop (1119) - Held monthly at the Mary Phillips Senior Center.
· Administration - Staff managed the daily operations of the EDC office; coordinated the
February 2006 quarterly luncheon; managed website development; provided admin support to
Menifee-Sun City Chamber of Commerce of over 600 mailing labels to promote the Third
District Forum; arranged a KZSW TV interview for Southwest Healthcare System to promote
the proposed Temecula hospital; wrote and submitted a letter of support to Temecula City
Council on behalf of the proposed Temecula hospital; submitted press releases on two
separate EDC workshops; and emailed the following business development/community
announcements:
)> EDC Partners with APICS to Provide Training
)> Free EDC Workshop - "An Inside-Out Approach to Exploring Self-Employment"
)> Potential Funding Sources for Nonprofits
)> Free Edison Workshop - "Compressed Air System Efficiency"
)> City ofTemecula TUMF Presentation
)> EDC Quarterly Luncheon - "California's Future"
)> Concordia University Information Night
)> Third District Economic Development Forum
This concludes the activity summary for January 2006. Should you have questions or need
further detail, please call me at 951.677.1862.
Diane Sessions
Executive Director
DRAFT
ECONOMIC DEVELOPMENT CORPORATION
OF SOUTHWEST CALIFORNIA
BOARD OF DIRECTORS GENERAL MEETING MINUTES
Thursday, January 19, 2006 - 9:00 a.m.
University of Redlands
27270 Madison Ave., Suite 200, Temecula, CA 92590
DRAFT
BOARD MEMBERS
MEMBERS AND GUESTS
Ken Carlisle, Guidant Corporation
Frank Casciari, California Bank & Trust
Richard Domagalski, Wells Fargo Bank
John Fili, Solid State Stamping, Inc.
Dennis Frank, UC Riverside - Temecula Center
Gary George, Verizon
Stan Harter, Law Offices of Stanley A. Harter
Keith Johnson, Mission Oaks National Bank
Gregory Lee, Southwest Calif. Economic Alliance
Doug McAllister, City of Murrieta
Melanie Nieman, Eastern Municipal Water District
Jim O'Grady, City of Temecula
Rex Oliver, Murrieta Chamber of Commerce
David Phares, DL Phares & Associates
Ron Roberts, City of Temecula
Roger Ziemer, Southern California Gas Company
Jakki-Lee Anderson, Keeton Construction
Cathy Barrozo, City of Lake Elsinore
Dr. Billie Blair, Leading and Learning, Inc.
Cheryl Ferrulli, Menifee - Sun City Chamber of Commerce
Mely Fitzgerald, UC Riverside
Ashley Jones, City of Murrieta
Jeanne McClellan, University of Red lands
EDC STAFF
Diane Harris
Diane Sessions
CALL TO ORDER
· Board President Dennis Prank called the meeting to order at 9:07 a.m. He welcomed members and guests.
Executive Director Diane Sessions introduced the meeting hostess, Jeanne McClellan, University of
Redlands.
Ms. McClellan joined the University of Redlands in September, had been. in the area about two and a half
years and was very active in the community. Ms McClellan gave a brief presentation on the University of
Redlands - Temecula Extension. She reported that the University had six classrooms and administrative
offices. The classrooms were partitioned and could be combined into one large classroom, had drop-down
screens and the facility was wireless.
Mr. Prank welcomed back Board Member Gary George with Verizon. EDC membership renewal packages
and certificates were presented to Stan Harter, Law Offices of Stanley A. Harter; Ken Carlisle, Guidant
Corporation; David Phares, D. L. Phares & Associates; and Cathy Barrozo, City of Lake Elsinore. Kim
Cousins, Lake Elsinore Chamber of Commerce, had also renewed membership. Charlie Nichols of CDM
Group Inc. was recognized. as a new member.
APPROVE AGENDA
· Motion made by Doug McAllister, seconded by Jim O'Grady and carried unanimously to approve the
agenda as presented.
Exhibit 3.0
Economic Development Corporation
of Southwest California
Board of Directors Meeting-January 19, 2006
Minutes - Page 2 of 5
MINUTES
· The Board reviewed the minutes of the November 17, 2005 Board of Directors Meeting. Motion made by
David Phares, seconded by Roger Ziemer and carried unanimously to approve the minutes of the November
17, 2005 Board of Directors Meeting as presented.
FINANCIAL REPORT
· November 30, 2005 Finam;ial Report: The Board reviewed the November 30, 2005 Financial Report that
showed total monthly revenues of $24,196, total expenses of $10,076 and total cash-in-bank of $122,076.
Motion made by Ron Roberts, seconded by Rex Oliver and carried unanimously to approve the November
30, 2005 Financial Report as presented.
· December 31,2005 Financial Report: The Board reviewed the December 31,2005 Financial Report that
showed total monthly revenues of $1,150, total expenses of $10,495 and total cash-in-bank of $112,731.
Motion made by David Phares, seconded by Doug McAllister and carried unanimously to approve the
December 31, 2005 Financial Report as presented.
NEW BUSINESS
· Ratify Letter of Support for Senate Bill 288: The EDC Executive Committee took action via email vote
on December 9, 2005 to authorize a letter of support for Senate Bill 288 intended to restore approximately
$20 million to local govermnents from the Indian Gaming Special Distribution Fund (SDF) for the 2005-
2006 Fiscal Year. This action was taken on the recommendation of the Southwest California Legislative
Council that had voted unanimously to support SB 288 and had submitted its findings and letters of support
to the State. Ron Roberts reported on what SDF funds had been used for over the past two years, and what
it would cost the City of Temecula and the County if these funds were lost to California's general fund.
Motion made by Ron Roberts, seconded by Roger Ziemer and carried unanimously to ratifY the action ofthe
EDC Executive Committee on December 9, 2005 to write a Letter of Support for Senate Bill 288.
· Approve Board Member Letter of Resignation: Dennis Frank read the letter of resignation submitted by
Scott Hurst, who was relocating to Montana. Motion made by Doug McAllister, seconded by Dave Phares
and carried unanimously to approve the letter of resignation submitted by Scott Hurst of Wyman Properties,
effective immediately.
· Discuss Appointment of Director Vacancy: Dennis Frank reported that Diane Sessions would compile a
list of potential candidates to fill the board seat vacated by Scott Hurst's resignation. The Board would
review the list and bring it back to the next Board meeting in February to render a decision.
· Change of Verizon Board Member: Dennis Frank welcomed Gary George back to the Board. Mr. George
reported that the fiber optics project he had been working on for the past two years for the entire State of
California was up and running and he was able to return to his territory in Southern California.
· Transportation & Infrastructure Economic Development Impacts: David Phares summarized the
PowerPoint presentation made by Murrieta's and Temecula's Planning Departments at the Transportation &
Infrastructure Committee meeting on January 12. Handouts of the presentation were made available to the
Board. Mr. Phares invited the City of Lake Elsinore to make a similar presentation to the Committee at a
future date. Jim O'Grady invited the Board to attend a T.U.M.F. update on February 6 at 2:00 p.m. The
presentation would be open to the public. It would be posted on the City's website giving the date and time.
Exhibit 3.1
Economic Development Corporation
of Southwest California
Board of Directors Meeting -January 19, 2006
Minutes - Page 3 of 5
Southwest California Legislative Council Update: The Legislative Council had an appointment Friday,
January 20 with California State Assemblyman John Benoit, a co-sponsor ofSB 324 introduced last year.
The Council would present to Assemblyman Benoit the need for emergency action and offer its support of
SB 324. The Council also was looking for help with language of the bill.
· EDC Quarterly Luncheon - February 23, 2006: Diane Sessions reported that the EDC Quarterly
Luncheon would be held on February 23, 2006 from 11 :00 - 1 :00, featuring Dr. Steven Frates, a senior
fellow of the Rose Institute at Claremont McKenna College. Mr. Frates would be talking from a futurist
point of view about how politics in California affects economics, giving a long- term view of how it would
impact the Inland Empire. Southern California Gas Company and Verizon would sponsor the event.
CONTINUING BUSINESS
· Temecula Education Center: Jim O'Grady reported that the challenges related to soil and environmental
issues at the Temecula Education Center site would be discussed at the City Council Meeting on January 24.
Building plans were progressing and construction of the buildings would be ready to go once the soil was
ready.
· Proposed Hospital Update: Rex Oliver recommended that the EDC regenerate their letter in support ofthe
proposed hospital in Temecula and send it to the City Council. Mr. Oliver further suggested that board
members attend the January 24 City Council Meeting to voice their opinions in support of the proposed
hospital. Motion made by Rex Oliver, seconded by Roger Ziemer and carried to approve sending a letter of
support of the proposed hospital on SR-79 South to Temecula City Council. Abstentions: Ron Roberts and
Jim O'Grady.
· Utilities Updates: Gas - Roger Ziemer reported that projected increases in gas bills were lowered 11-15%
due to the warmer weather throughout the country. He encouraged practicing conservation of natural gas
and provided conservation brochures from The Gas Company. Mr. Ziemer announced the appointment of
Ed Giles, senior vice president of Sempra Energy to the California Chamber. Telecommunications - Gary
George reported that Verizon's fiber optic project in Murrieta was almost completed and was continuing in
Temecula and Lake Elsinore. Verizon had obtained a local franchise agreement for cable television/video
with the City of Murrieta and had been in negotiations with Temecula, Lake Elsinore and Riverside County.
Doug McAllister expressed his thanks for Verizon's agreeing to carry KZSW Television. Mr. George
announced that Verizon had donated $15,000 to the Murrieta Library in conjunction with Verizon's literacy
project that focuses on reading the classics. Water - Melanie Nieman reported that EMWD received the
Silver Award from California Award for Performance Excellence and was the first public utility to win the
. award. Ms. Nieman announced that EMWD was holding their annual recruitment, which would end
January 27. Additionally, Ms. Nieman reported that EMWD sponsored a program called Earth Capades
presented to schools throughout the area to teach conservation. The January 2006 issue of EMWDReports
issoo was provided to board members. Committee Reports: EDC Industrial Committee - Chair John Fili
announced that a series of APICS seminars would be held at Solid State Stamping beginning January 24 and
would run for 9 or 10 weeks. Mr. Fili reported that the Robotics Club met their funding requirements for its
upcoming competition thanks to Guidant Corporation for their contribution. EDC Business Relations
Committee - Chair Stan Harter reported that attendance was good and the Business Relations Committee
was on track with their visitation goals. Diane Sessions reported that the Education Committee was moving
forward with the Workforce Needs Assessment Survey project.
Exhibit 3.2
Economic Development Corporation
of Southwest Califomia
Board of Directors Meeting -January 19, 2006
Minutes - Page 4 of 5
The Committee would be sending out an 8-question survey to industrial/manufacturing businesses regarding
workforce training needs.
OPEN DISCUSSION
· EDC Administrative Update: The Board reviewed the November 2005 and December 2005 Activity
Reports submitted by Diane Sessions.
· City/County & Chamber Updates: City of Lake Elsinore -Lowes' grand opening would be on January 26
at 9:00 a.m. and Home Depot's grand opening was the same day. Costco had planned their opening on May
5. The City Council had approved a $3 million improvement project for Railroad Canyon Road starting in
February and lasting through June. It would widen on-ramps and off-ramps on both sides of Railroad
Canyon Road. Lake Elsinore Valley Chamber of Commerce - The Chamber would host their Installation
Dinner January 21. It would be a black-tie event and tickets would be $75. City of Murrieta - Doug
McAllister reported that the library and city hall would be finished in early 2007. Bids were going out
January 25 for Town Square Park, which would include an amphitheatre and stage similar in concept to the
Redlands Bowl. The City of Murrieta Foundation was sponsoring a major fundraiser for the library on
February 11 in Fallbrook at the Grand Tradition. The fundraiser would be a black-tie event at a cost of $550
per person. The Murrieta website at www.murrieta.org had been updated to offer the ability to obtain help
with any city program or service and would stream live City Council broadcasts. January 28 the Historic
Downtown Merchants Association would hold their annual car show from 9:00 a.m. - 2:00 p.m. The
Economic Development Roundtable for Murrieta would be focusing on identifYing zoning, acreage and
housing, especially exclusive executive housing. Murrieta Chamber of Commerce - Rex Oliver reported
that Murrieta would be hosting the Reverse Drawing event on March 9; tickets were selling fast at $210 a
piece. Murrieta would host the Tour de Murrieta Bike Race on March 11 and 12 in Historic Downtown
Murrieta. City of Temecula - Ron Roberts reported that Old Town Temecula would be wireless by the end
of March. The City Council meetings would be broadcasted live on the web and staff reports and agenda
would be posted on the web. The new Civic Center was in the design phase and would go to the City
Council in about 4 to 6 months. The Business and Tourism District's 2% assessment would take affect
March 1. The California Grill was closing and Hooters was coming to the comer of Winchester and
Jefferson in its place. The Citrus and Vineyard District zoning requirements were approved; the next step
would be setting up a Temecula Agricultural Conservation Trust. Economic Alliance - Gregory Lee
reported that Supervisor Stone's Economic Update event was a great success and thanked those who
attended. Mr. Lee announced the Economic Alliance recently completed the contract for the San Diego
Business Relocation Expansion Survey. Over 900 businesses in San Diego County were surveyed and the
results would be available by the end of March. The Broker's Breakfast would be held February 15 and
Interim Executive Director Tom Mullin of the Western Riverside County Regional Conservation Authority
would be talking about the Multi Species Habitat Conservation Plan. Mr. Lee announced the Economic
Alliance would be partnering with Team California and would be hosting a trade show booth at the Medical
Design and Manufacturing Trade Show on January 31 through February 2 at the Anaheim Convention
Center. Additionally, Mr. Lee announced that the Alliance had been assisting a developer with submitting
plans for Silver Hawk Corporate Center. The project consisted of two 4,000-square-foot premium office
buildings constructed at Winchester Road/Murrieta Hot Springs Road.
· Other Board Member Announcements/Comments: Guidant Corporation - Ken Carlisle announced that
Guidant was moving closer to the European launch of their drug-coated stent.
Exhibit 3.3
Economic Development Corporation
of Southwest California
Board of Directors Meeting -January 19, 2006
Minutes - Page 5 of 5
EDC Administration - Keith Johnson reported that the EDC staff was calculating mileage reimbursement
using outdated data to compute expense reports. Motion made by Rex Oliver, seconded by Roger Ziemer
and canied unanimously that EDC staff use the IRS's current mileage rates allowable for calculating
mileage reimbursement.
ADJOURNMENT
· At 10:40 a.m., Motion was made by Dennis Prank, seconded by Roger Ziemer and carried unanimously to
adjourn the board meeting.
Respectively submitted by:
Diane Hanis
Recording Secretary
Scott Crane
Board Secretary
Exhibit 3.4
ECONOMIC DEVELOPMENT CORPORATION
OF SOUTHWEST CALIFORNIA
BUSINESS RELATIONS COMMITTEE MEETING
Thursday, January 5, 2006 - 9:00 a.m.
EDC of Southwest California
37552 Winchester Road, Murrieta, CA 92563
Committee Members Present:
Paul Anderson, Strategic Catalysts Inc.
Dr. Billie Blair, Leading & Learning, Inc.
Lisa Marie Ells, Cutting Edge Staffing
Lalli Guerriero, CDM Group, Inc.
Stan Harter, Law Offices of Stanley A. Harter
. Joanna Quigley, Wells Fargo Bank
Harry Shank, Southwest Community Bank
Alice Sullivan, Temecula Valley Chamber of Commerce
Gloria Wolnick, City of Temecula
Gary Youmans, Community National Bank
Guests:
EDC:
Diane Harris
Call To Order
· Harry Shank called the meeting to order at 9:05 a.m.
attending.
He welcomed the Committee and thanked them for
Follow-Up Action Reports
. None
Company Contact Reports
· APEX Manufacturing - Mr. Shank read the report submitted by Ashley Jones, who met with Dave
Hill, owner of Apex Manufacturing. Apex had been in operation for 13 years, 11 years in Southwest
California. They custom designed, manufactured and installed conveyor belts. Apex relocated from
Temecula to Murrieta because it needed a larger space than its Temecula facility provided. The new
facility was a 15,OQO-square-foot building that Apex owned and was operating at 50% capacity. Mr. Hill
noted the advantages of this area were lack of competition and quality of life; disadvantages were
business license fee and poor landscape contractors. The business was growing, and its primary
customers were shipping/packaging, distribution and produce companies. Apex imported steel from
Utah and used metal working equipment. Its customers were located south of Alaska and north of
Mexico City. Apex employed 20 full-time employees, 17 of whom lived in TemeculalMurrieta, 2 in
other Riverside areas and 1 in San Diego County. Mr. Hill cited the available labor pool as an advantage
in local recruitment. An employment agency was used to recruit new employees. Major obstacles were
business license fees, worker's compensation and the cost of doing business in California. Mr. Hill was
interested in receiving ETP funding information. He listed Motion Industries in Ontario as a company
that might be interested in relocating to Southwest California. Action Item: Request that Gregory Lee
from the Economic Alliance contact Motion Industries in Ontario and see if they might be willing to
relocate. Diane Sessions to send Mr. Hill ETP funding information.
EDC Business Relations Committee Meeting
Minutes - January 5,2006
Page 2 of3
Goal Proe:ress Report
· Outdoor Channel- Gloria Wolnick reported that the Outdoor Channel was approaching completion of
their studio expansion project. It had located their broadcast studio and had set up a satellite dish for
transmitting from that location without going through Hemet.
· Ms. Wolnick reported that the City of Temecula was trying to set up a visit with Payment Protection
Systems, which had been receiving quite a bit of publicity recently. There was an article in the San
Diego Union Tribune featuring their business, Jay Leno had mentioned them on The Tonight Show and
Dan Rather had featured their product, On Time, during a CBS Evening News broadcast. On Time was
a black box electronic starter interrupt system that reminded the operator of a vehicle when their car
payment was due, and disabled the vehicle when payments were not made in a timely manner.
· WRCOG Newsletter - Ms. Wolnick passed around a copy of the current WRCOG Newsletter for the
Committee Members to review. She reported that the newsletter contained good information about
T.U.M.P. fees and road projects in our area, and had requested additional copies for the city's business
kits.
Goal Prol!'ress Report
· The report of visits and phone interviews would be reported at February's meeting.
Open Discussion
· Distribution of C"mpany Contact Lists - The list of company contacts organized by industry was
passed around. The Committee requested that a copy of the entire list be emailed to each person in order
to choose which companies they -would like to visit. Diane Hanis requested that committee members
communicate with the EDC before a retention call to find out if and when a prospective company was
last contacted. Aciion Item: Diane Harris to email contact list to Committee Members and provide
previous visitation information after selection of companies to visit are made. List to be reproducible on
letter-size paper.
· EDC Board Update - The Board was dark in December.
· General Announcements - City of Temecula - Mr. Shank reported that there was a second Planning
Commission presentation of the proposed hospital on SR-79 South on January 5 at 6:30 pm at the
Temecula City Hall.. He invited committee members to attend the presentation, which would be about
the design and layout of the proposed hospital. Temecula Valley Chamber of Commerce - Alice
Sullivan reported that the Chamber's membership directories were out and would be delivered to the
community next week. Board elections were held several weeks Il},o. Pamela V oit was elected
Chairman of the Board; Stan Harter, 1 st Vice President; Dennis Frank, 2" Vice President; Kelly Daniels,
Treasurer; and Bette Endresen, Secretary. The Strategic Planning Conference for the Southwest
Legislative Council was held two weeks ago and Dave Kelby, VP of the California Chamber of
Commerce, had been invited to facilitate. The three cities were commended for their efforts in working
together for the region and would be presenting as a pilot plan to the California Chamber and the
Western Association Conference next month. The Chamber would be working on their three-year
strategic plan and would be bringing in Keith Woods from the California Chamber on January 20th. The
Convention and Visitors Bureau was approved for their Tourism Improvement District which would
provide funding for their first year. Lalli Guerriero reported that she was the Volunteer Coordinator for
the TVCC 40th Annual Awards Gala Committee. Anyone interested in volunteering to assist with the
. Gala event held on February 18th would contact Ms. Guerriero.
EDC Business Relations Committee Meeting
Minutes - January 5,2006
Page 3 of3
Stan Harter announced the EDC golf tournament this year would be held June 9th at SCGA. City of
Murrieta - No report. Murrieta Chamber of Commerce - No report. City of Lake Elsinore - No
report. Elsinore Valley Chamber of Commerce - No report. Southwest California Economic
Alliance - No report. Menifee Chamber of Commerce - No Report.
Adiournment
· The meeting adjourned at 9:50 a.m.
ECONOMIC DEVELOPMENT CORPORATION
OF SOUTHWEST CALIFORNIA
TRANSPORTATION & INFRASTRUCTURE COMMITTEE
Thursday, January 12, 2006 - 8:00 a.m.
EDC Office -French Valley Airport
37552 Winchester Road, Suite A, Murrieta, CA 92563
Committee Members Present:
Jakki-Lee Anderson, Keeton Construction
Gloria Wolnick, City of Temecula
David Phares, D.L. Phares & Associates
Diane Sessions, EDC
Denny Frank, YCR - Temecula / EDC
Roger Ziemer, Southern California Gas Co.
Jim O'Grady, City of Temecula
Guests:
Diane Harris, EDC
Bill Hughes, City ofTemecula
Jim Kinley, City of Murrieta
Call To Order
The special presentation on transportation projects between the cities of Murrieta and Temecula was
called to order by Committee Chair David Phares at 8:12 a.m. Mr. Phares thanked everyone for
attending and welcomed the guest speakers from the cities of Murrieta & Temecula, Jim Kinley and
Bill Hughes, Public Works Directors / City Engineers.
New Business
· EDC Presentation Transportation Programs - Mr. Phares reported the goal of the meeting
was for the Committee to become more faniiliar with: I) future transportation projects in both the
cities of Murrieta and Temecula; 2) the joint efforts of the cities; 3) the regional cooperation
between the cities and county; and 4) T.U.M.F. and developer fees. The EDC would like to
become more involved as advocates for these programs.
Bill Hughes reported that the City of Temecula has a five-year capital improvement program and
in the first two years the city had over $100 million funded for transportation projects.
1-15/79 South Interchange Upgrade - This project would fund $22 million for an I-IS / 79
South interchange upgrade to remove the southbound signal at the interchange and create a
cloverleaf off ramp which would eliminate some problems with congestion and improve the
traffic flow in that area.
Pechanga Parkway Widening to Six Lanes Project - This project was close to going to bid. It
included Pechanga Parkway from SR 79 South to the high school at Deer Hollow. The City had
been putting in storm drains underground to make way for the widening project which would
improve the majority of the route to six lanes including upgrading the intersection at SR 79 South
with triple left turn lanes. This project would be completed over the next few months.
Butterfield Stage Road / Murrieta Hot Springs Road - The city was working with Roripaugh
Ranch which had graded a lot of the roadway within their project limits. The Community
Facility District (CFD) had been formed and the City was looking to fund it this spring. It would
generate between $35 to $39 million. This project would connect Butterfield Stage Road to
Transportation and Infrastructure Committee Meeting
January 12, 2006
Page 2 of 4
Murrieta Hot Springs Road and give the area another north/south route around the city.
Raised Landscaped Medians on SR 79 South - The city had acquired the raised landscaped
median project from Cal Trans and it was going to bid. It had been a safety problem previously
for Cal Trans. The city would address those problems by upgrading several intersections, adding
several left turn lanes and improving capacity at those intersections.
Western By-Pass Alignment Study - This project concerns a route which would run from SR
79 South to the interchange at 1-15 at the west side of the city into the city of Murrieta. The study
would protect where the route should be. Some portions had already been built that don't go
anywhere, and they would need to be protected so that development would not block out
opportunities to get the route established.
There were 30 additional transportation projects in the five-year plan and some joint projects
planned.
Jim Kinley from the City of Murrieta reported on the progress of the following projects:
French Valley - Date Street / Murrieta Hot Springs Connection to SR 79 - The City was
working on the alignment and design for the connection of Date Street / Murrieta Hot Springs
and SR79.
Los Alamos /1-215 Interchange Improvement - This $3 million alignment and design project
to reduce the bottleneck at the Los Alamos and 1-215 Interchange should start toward the end of
2006. The city hired an in-house consultant to interface with Cal Trans and keep the project
moving along. The project should be going to bid mid-summer 2006 and starting construction by
year-end.
Clinton-Keith/I-215 Interchange Improvement - This project will follow eight to ten months
after the Los Alamos / 1-215 Interchange Improvement project. The city was working with Cal
Trans to provide detour routes and access during construction. 1-15 and Clinton Keith was a
county project that was in the design process and would be started within eight to ten months.
California Oaks/I-15 Interchange Improvement - The project would be completed by 2008-
2009. The City was just finishing up the creation of a double turn lane onto the on-ramp of the
1-15 freeway at California Oaks.
Los Alamos/I-15 Overpass - The City was starting design for the project study report for the
Los Alamos / 1-15 bridge widening which would expand the bridge from two to four lanes. The
project would be a year and a half from construction. The city would be discussing a Jefferson
Avenue widening project which would encompass the middle area between Jefferson and
Madison on Los Alamos and finish the widening on that.
Transportation and Infrastructure Committee Meeting
January 12, 2006
Page 3 of 4
There were also alignment studies on Monroe from the new High School to Murrieta Hot Springs
Road, and Antelope Road to Scott Road with interchange ramps at Keller Road and Clinton
Keith.
Bill Hughes gave the following presentation on joint projects between the cities of Murrieta and
Temecula.
French Valley Interchange - a new full service interchange north of Winchester was a $78
million project in the final approval stage. The Winchester interchange would be remodeled to
work in tandem with the French Valley Interchange with a collector distributor system on the
west and east sides ofthe freeway. It would provide lanes paralleling the freeway so that cars
merging on the ramps would occur off of the main line and prevent weaving in and out at the
1-15/215 split. This would be the connection at Date Street/Murrieta Hot Springs so you can go
directly to the freeway without going thru Winchester along the commercial mall area.
French Valley Interchange - Phase I SB Off-Ramp to Jefferson, Summer 2006 -Phase I
would be starting in Summer 2006 and would add a south bound off-ramp to Jefferson at Cherry
Street and widen the bridge over the creek. Due to safety issues and capacity issues with
Winchester Road, the cities would be meeting with Legislators and the Assistant Director of Cal
Trans on a quarterly basis to make sure the project moves through the process as quickly as
possible. Numerous studies were required because it is a new interchange. Construction would
start 2009-2010.
The City of Temecula and the City of Murrieta have been discussing the completion ofYnez
Road between the two cities. The Harveston project in Temecula had built the road up to
Murrieta city limits. City planners were looking at options on how to cross Murrieta Creek, such
as an interim low flow project as a temporary solution.
Diaz Road Extension / Western By-Pass Connection Between TemecuIa and Mur.rieta-
Funding was allocated for a feasibility study of the Diaz Road Extension and the City of
Temecula was developing the request for proposals. The study would be a 9-month process.
SR 79 Widening Improvements - The County had been making progress on the widening of
North Winchester Road.
Eastern By-Pass to New 1-15 Southern Interchange - This project would build a new
interchange south of SR 79 South. The interchange would wrap south of Redhawk, run into
Anza and carry north onto Winchester. The County had procured $2 million to study this project
and have hired consultants to work on the project. The County had embarked on several
Community Facility District (CFD) projects that had been fonned or were in the process of being
formed including Scott Road CFD, Clinton Keith Road CFD, and Domenigoni / Newport Road
CFD. In the last few years the City and the County have had an agreement whereby the County
Transportation and Infrastructure Committee Meeting
January 12, 2006
Page 4 of 4
would condition all the new subdivision projects in the area to participate in Community Facility
Districts to provide the needed infrastructure.
The Transportation Uniform Mitigation Fee (T.U.M.F.) program has been in effect for two and a
half years and has generated $215 million. There have been 100 transporation projects totaling
$400 million programmed in the T.U.M.F. Five-Year Plan. The T.U.M.F. program had enabled
many ofthe City of Murrieta's and the City ofTemecula's projects to move forward. It would be
up for a two-year update as required at the adoption of the T.U.M.F. program. The update would
add a $1.7 billion cost to the T.U.M.F. program and would reflect corrections due to refinements
in the projects, price increases due to inflation, increased interchange costs, and the addition of
the multi-species habitat conservation plan. The projected completion time was extended from
2025 to 2030.
Freeway Strategic Study - This study was jointly funded by the County of Riverside and the
City of Temecula. Its purpose was to study our existing system, capacity, level of service and
future needs. The study would review and identify: 1) available funding sources shortfalls: 2)
future development impacts; and 3)' possible roles to help meet our future freeway needs. There
was forecasted 400 thousand new homes in Southwest California in the next twenty years,
doubling population and jobs forecasted to at least double in the same period of time. The
development's help with shortfalls through T.U.M.F. program fees would strengthen the
County's ability to secure additional federal and state funds for widening our freeways.
Dennis Frank reported that the focus of the Southwest California Legislative Council for the
entire year would be transportation issues. The Council had been meeting with one of the
senators in northern California who was taking the lead on transportation. Mr. Phares suggested
there could be collaboration between both cities and the EDC to put pressure on the legislative
branches of government at the state and federal levels. Diane Sessions suggested the EDC could
get the word out to businesses to enlist their help.
Adiournment
The meeting adjourned at 9:20 a.m.
ECONOMIC DEVELOPMENT CORPORATION
OF SOUTHWEST CALIFORNIA
INDUSTRIAL COMMITTEE MEETING
Tuesday, January 10, 2006 - 8:30 a.m.
EDC Office - French Valley Airport
37552 Winchester Road, Murrieta, CA 92563
Committee Members Present:
John Fili, Solid State Stamping
Diane Sessions, EDC
Guests Present:
Hari Gupta, APICS
Diane Harris, EDC
Call To Order
Industrial Committee Chair John Fili called the meeting to order at 8:40 a.m.
Review Previous Action Items
· AME Event - John Fili reported that there was no response to the proposed carpool for the
Association for Manufacturing Excellence event on December 6 & 7 at the Doubletree Inn.
· CCE Programs (California Council on Excellence) - nothing to report.
Committee Business
· Update on APICS Classes Publication and Registration - John Fili reported that the
APICS Certified in Production & Inventory Management (CPIM) Certification Review
Courses would be held in the conference room at Solid Stated Stamping. The first class, The
Basics of Supply Chain Management, would start on January 24, 2006, with participation
limited to 20 registrants. Eight people from Solid State were enrolled in the first class and
approximately six employees in each of the subsequent classes. The EDC had received a
couple of inquiries on the classes that were referred to Ben Schlussel. Press releases to The
Press-Enterprise and The Californian newspapers were sent publicizing the workshops.
Discussion followed regarding the possibility ofKATY radio station and KZSW Television
in Temecula airing the availability of the APICS workshops. Action Items: Diane Sessions
to call The Press Enterprise and The Californian for conjirmation that they had run the press
release; Ms. Sessions to contact John Roberts, KZSW Television.
Hari Gupta announced that APICS was hosting a dinner meeting on January 24 on The
Execution and Implementation of Strategies. Diane Sessions noted that it conflicted with the
first APICS workshop on the Basics of Supply Chain Management being held at Solid State
Stamping. Mr. Gupta would confer with Ben Schlussel about adjusting the dates.
Mr. Gupta further reported that APICS was planning to schedule a plant tour in March for
this area. There was discussion regarding possible candidates for hosting the tour.
Professional Hospital Supply, International Rectifier, Scotts, Chemicon, Plant Equipment,
International Molding & Engineering and Banana Boat were considered as possible
candidates.
Industrial Committee Meeting
Minutes - January 10, 2006
Page 2 of2
The Committee agreed that a personal invitation to the APICS workshops would be extended
to the candidates, and Ms. Sessions would approach them on the idea of hosting a plant tour
after they had attended a few classes. Action Item: The EDC office to contact Professional
Hospital Supply and Scotts and Hari Gupta to contact International Rectifier and extend an
invitation to the APICS workshops.
The Committee discussed hosting a joint wineries tour with San Diego. Ms. Sessions referred
Mr. Gupta to Ben Drake from Ben Drake Enterprises for contact names at the wineries.
· First Team #1079 - Mr. Fili reported that Guidant Corporation contributed $1900 to the
Robotics Team #1079, making it possible for the Team to compete this year. The Committee
agreed to recognize Guidant and set up a photo opportunity with Guidant, the EDC Board of
Directors and the Robotics Team. Action Item: Diane Sessions would arrange for photo
opportunity with the Robotics Team and the Board of Directors at Robot Central and send
press release to The Business Press with the picture.
Other Business
· Announcements - Diane Sessions announced the EDC quarterly lunch would be held on
February 23, featuring a futurist from Claremont McKenna College speaking on trends in
economics and politics.
· Mr. Fili announced that starting January 16, VCR Extension in Temecula would offer
manufacturing classes at a cost of $995, comparing favorably with the same classes at VCSD
for $2500.
Review New Action Items
I. Diane Sessions to call The Press-Enterprise and The Californian.
2. Ms. Sessions to contact John Roberts at KZSW Television.
3. Diane Sessions to arrange a photo opportunity at Robot Central with Guidant and the
Board of Directors, and send a press release to The Business Press.
4. The EDC office to contact Professional Hospital Supply and Scotts and offer the APICS
courses; Hari Gupta to contact International Rectifier..
5. Diane Sessions to present the idea at the January 17 Board Meeting of a half or whole
day APICS seminar.
Adiournment
The meeting adjourned at 9:55 a.m.
ECONOMIC DEVELOPMENT CORPORATION
OF SOUTHWEST CALIFORNIA
EDUCATION COMMITTEE MEETING
Friday, January 13, 2006 10:00 a.m.
California Bank & Trust
41615 Winchester Road, Temecula, CA 92590
Committee Members Present:
Frank Casciari, California Bank & Trust
Pat Clary, United Way
Diane Sessions, EDC
Guests Present:
Diane Harris, EDC
Call to Order
The Education Committee meeting was called to order by Diane Sessions at 10:00 a.m.
Approve Minutes
Motion made by Frank Casciari, seconded by Pat Clary, and carried unanimously to approve the
December 9,2005 meeting minutes aspresented.
Review Previous Action Items
The committee reviewed the following action items from several of the previous meetings:
I. Committee to create Education Attainment & Worliforce Resource Guide On hold.
2. Plan evening worliforce workshops for students. On hold until survey results come back.
3. Contact regional school districts to learn about scholarship donation opportunities and
advise of "EDC Worliforce Scholarships" In progress. Danielle Clark to provide contact
for Citizens' Scholarship Foundation. Billie Blair to contact MVUSD.
4. Diane Sessions to draft an outline of topics to look at for the worliforce workshops and come
up with a date in the late spring before graduation. In progress.
5. Barbara Tooker to look into finding someone from the California State apprenticeship
Program. In progress.
6. Diane Sessions to stop by recruiting office to inquire about proctoring ASV AB testing. In
Progress - Diane has been in touch with Rep. John Stine.
7. Ms. Sessions to submit a Press Release in the Valley Business Journal announcing the APICS
workshops. Done. The Press Release went out in this month's Valley Business Journal.
Continuine: Business
· Workforce Skills Survey Report - In progress. The 8 question survey was approved by
the Committee and would be sent out on the new EDC letterhead. The survey requests that it
be faxed back by February 10 to allow enough time to create an article for the Valley
Business Journal's February issue based on the results. The Committee reviewed a list of
businesses by industry to determine the parameters of who should be sent a survey. The
EDC would mail out the survey to the businesses selected by the Committee.
EDC Education Committee Meeting
Minutes - January 13, 2005
Page 2 of2
· ASV AB Project Report - In progress. The ASV AB Project has not yet been presented to
the Board, a subcommittee would be working on the project after meeting with John Stine.
New Business
There was no new business to report.
Other Announcements
There were no announcements.
New Action Items:
· The EDC to send out the Education Committee Survey to the business and industries selected
by the Committee.
· Ms. Sessions to submit an article in the Valley Business Journal based on the results of the
Education Committee Survey.
Adiournment
The meeting adjourned at 11 :56 a.m.
SOLJ;rHWE;ST
V~J?tt~
TO:
Robin Zimpfer
Assistant County Executive Officer
Riverside County EDA
Jim O'Grady
Assistant City Manager
City of Temecula
Lori Moss
City Manager
City of Murrieta
Cathy Barrozo
GIS Data Analyst
City of Lake Elsinore
Stevie Field
Legislative Assistant
Supervisor Jeff Stone's Office
FROM:
Gregory L. Lee
Manager, Business Development
DATE:
February 8, 2006
SUBJECT:
SOUTHWEST CALIFORNIA JANUARY MONTHLY MARKETING UPDATE
GISIWEBSITE
The Alliance website had 3,400 visitors in the month of January. This is in comparison to 2,491 visitors during
the same period iast year.
LEADS
Date Company Type of Business Source Action
01/14/06 Comedv Club Phone Site Reauirement - 000-06
JEEP
For the month of January, we did not receive any leads from the Inland Empire Economic Partnership (IEEP).
MEDIA
Date Type Name . Notes
January Magazine Business Facilites - California Listing of all ED organizations in CA
Section Listina
SPEAKING ENGAGEMENTS
The Alliance had no speaking engagements in the month of January.
ERISS UPDATE
The ERISS Business Relocation and Expansion suvey is continuing along smoothly. ERISS is planning to
provide weekly reports every Friday that will detail those companies that they have communicated with and their
responses. Attached is a copy of the first report that we have received.
In addition, the Alliance is planning to mail sleeves of Nike golf balls with the Alliance logo embossed on them to
participants of the survey as a token of the Alliance's appreciation. The golf balls will be cased in a sleeve that
will include the Alliance logo and website on it, as well as a brief "thank-you" message. (See attached)
ALLIANCE 1st Qtr. BROKER BREAKFAST
The Alliance's first quarter broker breakfast has been scheduled for Wednesday, February 15at the Storm
Diamond Club in Lake Elsinore. Tom Mullen, Executive Director (Interim) for the Western Riverside County
Regional Conservation Authority, has agreed to to discuss what the Multiple Species Habitat Conservation Plan
(MSHCP) is and its effects to future growth in the county. Also, all cities are scheduled to provide written city
updates to attendees.
MEDICAL DESIGN & MANUFACTURING TRADE SHOW IMD&MI
From January 31 to February 2, the Alliance, along with TeamCA, exhibited at the Medical Desion and
Manufacturino (MD&M) trade show in the Anahiem Convention Center. As usual, the event had a huge turnout.
This year was especially the case because MD&M teamed up with several other trade show organizations for
one large "Super Show." The Alliance spoke with several companies that were interested in moving to the San
Diego area and discussed the benefits of Southwest California. We also got the opportunity to sit down and meet
with a potential end-user that we had communicated with in late 2005 that had shown an interest in our region.
EDA FAST TRACK PROJECTS
FAST TRACK # LOCATION DESCRIPTION ACRES INVESTMENT PERM. JOBS UPDATE
Commercial retail Project is still under
Corner of Winchester center including 4
2005-11 & Thoompson major anchors and 27.85 $40,000.000 500 Comprehensive Plan
11 smaller Dads Review
Office Development
Bordered by comprised of two Project is scheduled
2005-26 Winchester Rd. & clustered, 2 story, . 68 $14.000,000 680 for Airport Land .Use
Sky Canyon high-end tiIt~up Commission (ALUC)
buildings (40.000 on 2/9/06
S.F. each') .
TRADE SHOWS
Medical Design & Manufacturing
International Economic Development Council (IEDC)
8102006'
CoreNet Global
Anaheim, CA
Washington D.C.
Chicago, IL
Philadelphia, PA
January 31- February 2
March 20-26
April 9-12
Sept. 25-28
*Exhibiting withTeamCA
If you need any additional information or have any questions, please contact me at (951) 696.1578.
gl
attachments
for business.. .for family.. .for life
C: Jerry Craig
Sarah Mundy
Rob Moran
ITEM NO. 31
Approvals
City Attorney
Director of Finance
City Manager
~
/J1l
=9>>
CITY OF TEMECULA
AGENDA REPORT
TO:
City ManagerlCity Council
FROM:
Debbie Ubnoske, Director of Planning
DATE:
February 28, 2006
SUBJECT:
Monthly Report
The following are the recent highlights for the Planning Division of the Community Development
Department for the month of January.
CURRENT PLANNING ACTIVITIES
New Cases
The Division received 75 new applications for administrative, other minor cases, and home
occupations including 11 applications for public hearings during the month of January. The new
public hearing cases are as follows:
CONDITIONAL USE PERMIT
DEVELOPMENT PLAN
EXTENSION OF TIME
MAJOR MODIFICATION
TENTATIVE TRACT MAP
SIGN PROGRAM
5
2
1
1
1
1
Status of Maior Proiect
New Proiects
" Temecula Village - A Major Modification for an approved Development Plan. Modifications
include changes to the roof plans, recreation center and to a proposed Rite Aid. The project
is located on Rancho California Road and Moraga. The application was submitted on
January 20,2006 and is scheduled for the February 23,2006 DRC meeting. (PA06-0018-
MCCOY)
" Rite Aid Drive Thru -A Conditional Use Permitfora Rite Aid purposed for Temecula Village
to have a pharmacy drive thru. The project is located on Rancho California Road and
Moraga. The application was submitted on January 20, 2006 and is scheduled for the
February 23, 2006 DRC meeting. (PA06-0019 - MCCOY)
" Paseo Del Sol Recreation Building - A Development Plan to construct a recreation center
consisting of a 1,962 square foot building and swimming pool on 1.2 acres generally located
on the north side of Sunny Meadows Drive, approximately 900 feet east of Meadows
Parkway. The application was submitted on January 5, 2006. A DRC meeting was held on
February 9,2006. Staff is currently awaiting the submittal of revised plans. (PA06-0004-
FISK)
" Morning Ridge Condo Conversion -A Pre-Application fora Tentative Tract Map, Conditional
Use Permit and Development Plan to convert 200 existing multi-family residential units to
for-sale condominium units generally located at the southwest corner of Rancho California
Road and Margarita Road, addressed as 30660 Milky Drive. The application was submitted
on January 26,2006 and is currently under review. Comments are due on March 3, 2006.
(PR06-0003 - PETERS/KITZEROW)
" Dalton III-A Conditional Use Permit I Development Plan submitted on February 7,2006 for
a 22,522 square foot mixed use building located on 5th Street within the Old Town Specific
Plan. Comments are due February 27,2006. (PA06-0037 - DAMKO)
" Carpet One - A Development Plan submitted on January 19, 2006 for the construction of a
4,800 square foot retail building located in the Creekside Shopping Center on Highway 79
South and Pechanga Parkway. Comments are due February 16, 2006. (PA06-0016-
DAMKO)
" T -Mobile Monopine - An application for a Development Plan and Conditional Use Permit to
construct a 70 foot mono pine within a 676 square foot enclousure, to be located at Orchard
Christian Fellowship, 42101 Moraga Road. The application was submitted on January 26,
2006. The project is currently under review. (PA06-0026 - LINTON)
" Avis Car Rental- A Minor Conditional Use Permit to allow a rental car agency to operate
within the Embassy Suites Hotel located at 29345 Rancho California Road. This project was
submitted on January 23, 2006. Staff is currently reviewing this application and awaiting
department comments and the submittal of a parking plan from the applicant. (PA06-0021 -
NOLAND)
" Budget RentA Car-A Minor Conditional Use Permitfora rental car agency to be located in
the Adobe Plaza Shopping Center at 27645 Jefferson Avenue, Suite # 113. This project
was submitted on January 23, 2006. Staff is currently reviewing this application and
awaiting department comments and the submittal of a parking plan from the applicant.
(PA06-0020 - NOLAND)
Recentlv Approved Proiects
" Temecula Regional Hospital- A General Plan Amendment, Planned Development Overlay,
Conditional Use Permit, Development Plan, and a Parcel Map to construct a fitness center,
cancer center, two medical/office buildings (4 stories each) and a six story hospital structure
all totaling approximately 535,000 square feet, located north of Highway 79 South, south of
De Portola and west of Margarita Road. The project was submitted June 30, 2004. A DRC
was held on August 18, 2004. Staff and the City Council subcommittee have met with the
applicant twice. The applicant submitted revised plans and a Tentative Parcel Map (PA04-
0571) on November 4, 2004. This project went to the Planning Commission on April 6,
2005. The Planning Commission recommended that staff prepare an EIR forthis project. A
Focused EIR was prepared for this project and is currently out for Public Review and
Comment. The public comment period closed on October 28, 2005. This project was
presented to the Planning Commission on November 16, 2005 and again on January 5,
2006. The Planning Commission recommended that the City Council certify the EIR and
approve the project. January 24, 2006 the City Council certified the EI R and approved the
project. (PA04-0462, PA04-0463 - PAPPi
. Rosa's Cantina - Planning staff helped this applicant prepare plans for a Minor Modification
to construct and addition to an existing food storage room atthis Old Town restaurant. This
project was approved at the Old Town Local Review Board in January. (PA05-0344-
NOLAND)
. Roripaugh Ranch Development Agreement Amendment - An Amendment to the Roripaugh
Ranch Development Agreement to change Section 4.1.6 relative to the timing of issuance of
building permits and construction of improvements for fire service, and secondary access.
The project was submitted on December 28, 2005. The Planning Commission
recommended approval of the project on February 1 ,2006. The City Council approved this
project at the February 14, 2006 meeting. (PA05-0404 KITZEROW I PETERS)
. Roripaugh Ranch SPA - A Specific Plan Amendment to Roripaugh Specific Plan (PA94-
0075) to change the location of the park-and-ride facility from Planning Area 11 to Planning
Area 33B consistent with the first amendment to the Deferral Agreement. This application
was submitted on November 9,2005. Comments were sent to the applicant on December
19,2005 and the project was resubmitted on January 3,2006. The Planning Commission
recommended approval of the project on February 1,2006. The City Council approved this
project at the February 14, 2006 meeting. (PA05-0341 - KITZEROW I PETERS)
. Wolf Creek Motorcourts - A Home Product Review and a Tentative Tract Map to Subdivide
14.1 acres into 6 common lots with 113 residential units in a motor court design. The
application was submitted February 7,2005. A DRC meeting was held March 10,2005.
Revised plans were submitted June 6, 2005. A DRC letter was mailed on September 16,
2005. Revised plans were submitted November 1, 2005. This project was approved by
Planning Commission on January 18, 2006. (PA05-0034 - KITZEROW/PETERS)
. Palm Valley Condo Conversion - A Tentative Tract Map (TTM 34062), Conditional Use
Permit, and Multi-Family Residential Development Plan application to convert 32 apartment
units to condominiums located at 42140 Lyndie Lane. The application was submitted on
September 29,2005. A DRC hearing was mailed on November 2, 2005. The project was
resubmitted on November 21,2005. The project was approved by Planning Commission on
February 1, 2006. (PA05-0290 - PETERS/KITZEROW)
. Roripaugh Ranch General Plan Amendment - A General Plan Amendment to change the
land use map modifying the land use for Planning Area 33B of the Roripaugh Ranch
Specific Plan from Low Density Residential to Open Space. The application was submitted
on January 12,2006. The Planning Commission recommended approval of the project on
February 1, 2006. The project was approved by the City Council on February 14, 2006.
(PA06-0009 - PETERS/KITZEROW)
. Star World Center - A Development Plan to construct a 13,709 square foot commercial
building on 1.4 acres located on the west side of Old Town Front Street, approximately 800
feet south of Santiago Road. The application was submitted on November 22, 2004. A
DRC meeting was held with the applicant on January 6, 2005. A DRC letter was sent to the
applicant on January 6,2005. Revised plans were submitted on April 27, 2005. A second
DRC meeting was held with the applicant on June 9, 2005 and a DRC letter was sent to the
applicant on June 9, 2005. Revised plans were submitted on August 2, 2005. A third DRC
meeting was held on September 1, 2005. Revised plans were submitted on October 26,
2005. The project was approved at the January 18, 2006 Planning Commission meeting.
(PA04-0584 - FISK)
Proiects Under Review
Commercial
. Pujol Condos - A Tentative Parcel Map for condominium purposes for a residential
condominium project located approximately 1 ,800 feet south of 1" Street on the west side of
Pujol Street. The application was submitted on July 7,2005. A DRC meeting was held on
September 1, 2005 and a DRC letter was mailed on September 1, 2005. Revised plans
were submitted on October 26, 2005. A second DRC letter was sent to the applicant on
December 13, 2005. Staff recently received environmental documents and revised plans
and is reviewing the project. Staff anticipates an April Planning Commission Hearing for the
project. (PA05-0209 - FISK)
. YMCA - A Development Plan to construct a 38,540 square foot YMCA building within a 0.66
lease area of a 20.2 acre site located at 29119 Margarita Road. The application was
submitted on November 29, 2005. Staff is currently reviewing the application. A DRC
meeting was held on January 26, 2006. Staff is currently awaiting the submittal of revised
plans. (PA05-0365 - FISK)
. Temecula Creek Plaza Sign Program - A Comprehensive Sign Program for seven
commercialloffice/retail buildings at the southeast corner of Jedediah Smith Road and
Highway 79 South. The application was submitted on February 9,2005. Comments were
sent to the applicant on July 25, 2005. Revised comments were sent to the applicant on
December 7, 2005. A revised sign program was submitted on January 18, 2006. This item
is tentatively scheduled for the March 15,2006 Planning Commission Hearing. (PA5-0040-
PAPPi
. Temecula Glass Company - A Development Plan to construct an 11,271 square foot
commercial building on .987 acres located at 41755 Enterprise Circle. The application was
submitted on April 12, 2005. A DRC meeting was held on May 19, 2005. A DRC letter was
sent on May 20, 2005. Revised plans were submitted on December 7, 2005. Staff
anticipates presenting the project at the March 15,2006 Planning Commission Hearing.
(PA05-01 05 - LINTON)
. Redhawk Car Wash and Tire Store - A Development Plan and a Conditional Use Permit
submitted on June 8, 2005 for 3 buildings totaling 8,354 square feet used for a self-serve
carwash and tire store. The project is located on the northeast corner of Margarita Road
and De Portola Road. A DRC meeting was held on August 18, 2005. A DRC letter was
mailed on August 23, 2005. Applicant is working out access issues with Staff. Staff is
waiting for applicant resubmittal. (PA05-0172 -DAMKO)
. Butterfield Ranch Self-Storage - A Development Plan submitted June 19, 2005 for a
127,572 square foot self storage building located on the southeast corner of Highway 79
South and Butterfield Stage Road. A DRC meeting was held on September 1, 2005.
Applicant resubmitted on November 14, 2005. A DRC letter mailed November 28,2005.
This project is scheduled for a March 1, 2006 Planning Commission Hearing. (PA05-0189-
DAMKO)
. BJ's Restaurant - A Development Plan to construct an 8,466 square foot restaurant building
on a 0.95 acre site located at the southeast corner of Ynez Road and Overland Drive. This
project was submitted September 22, 2005. A Planning Commission sub-committee
reviewed the proposed building and site plan changes for the Overland Commercial Center.
Revised plans were submitted on December 26, 2005 and staff is currently reviewing the
revised plans. The project is scheduled for February 15, 2006 Planning Commission
hearing. (PA05-0275 - FISK)
. BJ's Restaurant - A Minor Conditional Use Permit for the sale of distilled spirits from an
8,500 square foot restaurant to be located at the southeast corner of Ynez Road and
Overland Drive. The application was submitted on December 19, 2005. The project is
scheduled for the February 15,2006 Planning Commission hearing for the project. (PA05-
0392 - FISK)
. Schafer Building - A Major Modification Application to an approved Development Plan to
change materials and add stucco to an approved building. The project is located at 41273
Margarita Road. This project was submitted October 5,2005. The project was taken to the
February 1,2006 Planning Commission and was continued to the March 1,2006 meeting.
(PA05-029 - MCCOY)
. Jefferson Avenue Inn - An Application for an Extension of Time to Development Plan PAOO-
0507. PAOO-0507 is an approval for a 3-story hotel building located on Jefferson Avenue.
This project is tentatively scheduled for the March 15,2006 Planning Commission Hearing.
(PA05-0312 - MCCOY)
. Temecula Professional Building - A Development Plan to construct a 10,5000 square foot
office building on 0.91 acres located on the west side of Margarita Road, approximately 300
feet south of De Portola Road. The application was submitted on October 5,2005. A DRC
was held on December 12, 2005 and a DRC letter was sent to the applicant on December
12,2005. Staff is currently reviewing revised plans and anticipating a second DRC meeting
on February 16, 2006. (PA05-0297 - FISK)
. Dr. Levi's Office and Retail - A Major Modification to renovate the former 5 & Diner into
offices and retail facilities located at 26460 Ynez Road. The application was submitted on
October 31, 2005. A DRC meeting was held on December 22, 2005. Staff is currently
awaiting revised plans. (PA05-0329 - LINTON)
. Lyndie Lane Speculative Building - A Development Plan to construct a 9,265 square foot
commercial building located at 29748 Rancho California Road. The application was
submitted on October 14, 2005. A DRC meeting was held on December 8, 2005. Staff is
currently awaiting revised plans. (PA05-0305 - LINTON)
. Rite Aid - A Minor Conditional Use Permit and Public Convenience and Necessity
application to sell alcohol within a 16,836 square foot retail facility to be located within the
Rancho Temecula Town Center at the northeast corner of Winchester Road and Nicolas
Road. The application was submitted on October 25, 2005. Staff is awaiting additional
documents to schedule for hearing. (PA05-0314 - LINTON)
. Gupta Industrial Condo - A Tentative Parcel Map for condominium purposes to create 5
industrial condominium units in an existing building. The project was submitted on October
31,2005. The building is located at 41636 Enterprise Circle North. A DRC letter was mailed
out on January 9, 2006. Staff is waiting for a resubmittal. (PA05-0330 - MCCOY)
. Etco Plaza Sign Revision - An Application submitted on December 19, 2005 a request to
revise the existing sign program to allow additional signage and sign colors. Staff is
currently reviewing the project. (PA05-0390 - DAMKO)
. Temecula Village - A Second Extension of Time for approved Development Plan application
PAOO-0140. The project is located on the northeast corner of Rancho California Road and
Moraga Road. The application was submitted on November 16, 2005. The project is
tentatively scheduled for the April 19, 2006 Planning Commission Hearing. (PA05-0352-
MCCOY)
. Temecula Community Church - A Conditional Use Permit application with a Development
Plan for an addition of three buildings and removal of existing modular buildings and
trellises. The project is located at 28871 Santiago Road. The project was submitted on
December 15, 2005. A DRC letter was sent out on February 3,2006. Staff is awaiting
revised plans. (PA05-0389 - MCCOY)
. Down's Energy - A Development Plan application for a liquid natural gas distribution facility
and a 14,776 square foot office speculative building. The project is located at the northwest
corner of Rancho Way and Diaz Road. The project was submitted on December 22,2005.
A DRC meeting is scheduled for February 16, 2006. (PA05-0402 - MCCOY)
. U-Store-It U-Haul Rentals - A Minor Conditional Use Permit to allow U-Haul truck rentals at
U-Store It located at 28401 Rancho California Road (APN 921-281-019). This project was
submitted on November 15, 2005. A DRC letter was mailed to the applicant on December
28, 2005. Staff is waiting for response back from applicant. A 30-Day No Response letter
was sent to applicant on January 31, 2006. (PA05-0349 - LECOMTE)
Subdivisions
. Selby Parcel Map - A Tentative Parcel Map to subdivide 21.22 acres into 6 parcels at the
east side of Ynez Road north of Rancho California Road and south of Solana Way. This
project was submitted on January 6, 2005. Comments were due January 28, 2005 and a
Pre-DRC was held February 1, 2005. A DRC was held February 10, 2005. A DRC letter
was sent on February 102005. On June 30, 2005 Staff requested additional information to
complete an I nitial Study for this project. A DRC meeting was held August 4,2005. Revised
plans were submitted on September 16, 2005. A third comment letter was mailed November
2,2005, with a 3'd submittal received on September 15, 2005. Staff will schedule for a
Planning Commission Hearing upon clearance from county geologist. Staff is waiting for
resubmittal. (PA05-0004 - KITZEROW IPETERS)
. Parcel Map 28049 - An Application for an Extension of Time for Parcel Map 28049. The
project site is located on the west side of Pujol Street, approximately 2,200 feet south of First
Street. The application was submitted on October 13, 2005. Staff anticipates a March
Director's Hearing for the project. (PA05-0304 - FISK)
. Roripaugh Ranch PA16-18 TTM - A Tentative Tract Map (No. 29368) to subdivide 100.07
gross acres into 399 lots (389 single family residential lots) located in Planning Area 16, 17,
and 18 of the Roripaugh Ranch Specific Plan. The application was submitted on December
7, 2005.A DRC meeting was held on February 7, 2006 and comments were mailed to
applicant. Staff is awaiting resubmittal. (PA05-0375 - KITZEROW I PETERS)
. Roripaugh Ranch PA 10 TTM - A Tentative Tract Map (No. 30766) to subdivide 8.1 gross
acres into 15 lots (14 single family residential lots) within Planning Area 10 of the Roripaugh
Ranch Specific Plan. The project was submitted on December 12, 2005. A DRC meeting
was held on January 26,2006 and comments were mailed to the applicant. Staff is awaiting
resubmittal. (PA05-0384 KITZEROW I PETERS)
. Roripaugh Ranch PA19 TTM - A Tentative Tract Map (29367) to subdivide 28.03 gross
acres into 27 lots (25 single family residential lots and 2 open space lots) located in Planning
Area 19 of the Roripaugh Ranch Specific Plan. The project was submitted on December 12,
2005. A DRC meeting was held on February 9, 2006 and comments were mailed to the
applicant. Staff is awaiting resubmittal. (PA05-0384 KITZEROW I PETERS)
. Roripaugh Ranch PA23and 24 TTM - A Tentative Tract Map (30768) to subdivide 21.5
gross acres into 123 lots (122 single family residential lots/1 open space lot) located in
Planning Areas 24 and 25 of the Roripaugh Ranch Specific Plan. Minimum lot size is 4,000
square feet, with an average lot size of 5,443 square feet. The project was submitted on
December 13, 2005. A DRC meeting was held on February 9,2006 and comments were
mailed to the applicant. Staff is awaiting resubmittal. (PA05-0387 KITZEROW I PETERS)
Industrial
. Winchester Gilcrest - A Development Plan submitted on April 5, 2005 for a total of 55,956
square feet of industrial office/warehouse space in 3 one story buildings. The project is
located on the south side of Winchester Road, west of Diaz Road. A DRC was scheduled
for May 12, 2005. A DRC letter was mailed on May 17, 2005. Applicant resubmitted on
October 5, 2005. Comment letter was sent on October 20, 2005. Applicant has been
working with Staff on reviewing the site plan. (PA05-0096 - DAMKO)
. Plaza Rio Vista -A Development Plan to construct a 19,650 foot office building on .99 acres
at the corner of Black Deer Loop and Diaz Road. The application was submitted on May 1 0,
2005. The DRC meeting was held on June 23, 2005. Staff anticipates presenting the
project at the March 15,2006 Planning Commission Hearing. (PA05-0139 - LINTON)
. Storage 2 U - U haul Rental- A Minor Conditional Use Permit to allow for Uhaul rentals at
Storage 2U located at 27731 Diaz Road. The application was submitted on October 26,
2005. A DRC meeting was held on December 15, 2005. Staff is currently awaiting revised
plans. (PA05-0318 - BALES)
. Beacon Industrial Condos - An Industrial condo map submitted on November 23,2005 to
subdivide the 13,716 square feet Beacon I ndustrial building into 9 condominium units
located at 42103 Rio Nedo. A DRC letter was mailed on January 3, 2006. The project is
scheduled for a February 23, 2006 Director's Hearing. (PA05-0361 - DAMKO)
. Temecula Office Center - Proposed one lot Tentative Parcel Map for condominium
purposes on 4.72 acres on the west side of Business Park Drive between Rancho Way and
Rancho California Road. The project was resubmitted on January 31, 2006. Comments
were received on February 9, 2006. (PA05-0358 - LINTON)
. Legacy Corporation - A Tentative Parcel Map for condominium purposes for two industrial
buildings plus one office building totaling 116,506 square feet. The project is located at
41995,41973 and 41951 Remington Avenue. The project was submitted on November 23,
2005. The project is scheduled for March 2, 2006 Director's Hearing. (PA05-0362-
MCCOY)
. Asher Business Park - Pre-Application for proposed high tech research and development
campus consisting of six buildings totaling 62,209 square feet located at the southeast
corner of Calle Empleado and Winchester and Winchester Road. Comments were due from
other departments on January 10, 2006. The project is under staff review. A DRC was held
on February 9,2006. Staff is awaiting applicant resubmittal. (PR05-0023 - LECOMTE)
Mixed Use/Residential
. Naron Pacific Tentative Tract Map 30434-A proposal fora Tentative Tract Mapto create 30
residential lots and 4 open space lots in the Chaparral area. The application was originally
submitted on April 18,2002. The CAD has made a recommendation on policy for the
Chaparral Area allowing Y:! acre lots if it does not increase the "net" density. Staff met with
applicant in April to discuss grading issues and begin preparation of an I nitial Study. An
environmental constraint map was submitted on February 9, 2005. Staff met with the
applicant on March 22, 2005 to discuss grading impacts and received revised plans and
constraints map. A letter was mailed to the applicant on April 7, 2005 informing him that the
submitted plans are not adequate, the project is still considered incomplete, and additional
information is still required in order to proceed with processing. Staff met internally on April
8, 2005 to discuss General Plan update. A letter was sent to the applicant on April 13, 2005
to explain City Council decision not to modify Chaparral Policy, therefore project plans must
be revised to adhere to existing policies within the General Plan. Staff is currently awaiting
submittal of revised plans. A 30 day close-out letter was sent certified mail to the applicant
on September 16, 2005 and the applicant requested additional time to revise plans. A 60
day follow up letter was mailed on January 23, 2006 and the applicant indicated they will
resubmit in March. (PA02-0204 PA02-0193 - KITZEROW/PETERS)
. R. Alison TM -A Tentative Tract Mapto subdivide 3.71 acres into 11 residential lots located
at 31670 Rancho California Road. The application was submitted on June 9, 2005. A DRC
meeting was held on July 21, 2005 and a letter was mailed to the applicant on August 1,
2005. The applicant submitted revised plans. A second DRC letter was sent on January 30,
2006. Staff is awaiting revised plans. (PA05-0034 - LINTON)
. Tierra Vista Condominiums - An Administrative Development Plan to construct 23 residential
condominiums on 1.5 acres. The subject property is located on the northwest corner of
Tierra Vista Road and Ynez Road. The application was submitted on September 30, 2003.
Revised plans were submitted on July 7, 2004. A second DRC letter was provided on
September 10, 2004. Revised plans were submitted on February 7,2005. A third DRC
letter was provided to the applicant on April 8, 2005. Revised plans were received on
August 2, 2005. Staff is currently awaiting submittal of correspondence from the county
geologist regarding earthquake faultline setbacks. (PA03-0552 - FISK)
. Renaissance Villages - A Residential Development Plan and Tentative Tract Map to
construct 58 condominium units totaling 78,397 square feet on 3.98 acres generally located
on Pujol Street, approximately 100 feet north of Main Street. The application was submitted
on August 3,2005. A DRC meeting was held on September 26,2005 and a DRC letter was
mailed to the applicant on September 27,2005. Revised plans were submitted on October
26, 2005. Staff is currently reviewing revised plans and is awaiting the submittal of
environmental documents. Staff anticipates a March Planning Commission Hearing for the
project. (PA05-0229 - FISK)
. Temecula Lane -A Conditional Use permit, Development Plan and Vesting Tentative Tract
Map to construct 59 4-plex buildings totaling 236 units, 32 3 plex buildings totaling 96 units
and 96 single-family detached units on a 47.5 acre site located at the northeast corner of
Loma Linda Road and Temecula Lane. The project was submitted on August 8, 2004. A
DRC meeting was held with the applicant on October 21, 2004. Plan revisions were
submitted on March 3, 2005. Staff provided revision comments to the applicant on March
31, 2005. The project was approved at the January 18, 2006 Planning Commission
Hearing. The project was appealed to City Council and is scheduled to go to the March 21,
2006 City Council hearing. (PA04-0496 - DAMKO)
. Woodcreek Apartments - A Minor Modification application to build 35 tenant covered
parking spaceslgarage ports to be located at 42200 Moraga Road. The application was
submitted on May 31, 2005. A DRC meeting was held on July 14, 2005. Revised plans
were submitted on August 4, 2005. A second DRC letter was sent on August 25, 2005.
Staff is currently awaiting the submittal of revised plans. (PA05-0160 - LINTON)
. Kingdom Hall of Jehovah's Witness Church - A Pre-Application for a Conditional Use Permit
to construct an 11,550 square foot church with two additional detached residential units
totaling 1,612 square feet located on Calle Girasol and Riverton. The project was submitted
on July 19, 2005 and is currently under review. A DRC was held on September 22,2005. A
DRC letter was sent on September 29,2005. Staff is currently waiting for a formal submittal.
(PR05-0012 - MCCOY)
. Silver Oaks - A Development PlanlTentative Tract Map to construct 112 age restricted
condominiums on 7.5 acres on the northwest corner of Margarita Road and Dartola Road.
The project was submitted on August 9, 2005. A second DRC was held on November 1,
2005. Staff is currently awaiting revised plans. (PA05-0235, PA05-0236 - LINTON)
. Pujol Condos - A Development Plan to construct 9 multi-family condominium buildings
totaling 134,213 square feet on 7.85 acres located on the west side of Pujol Street,
approximately1 ,800 feet south of 1" Street. The application was submitted on July 21,
2005. A DRC meeting was held on September 1,2005 and a DRC letter was mailed to the
applicant on September 1, 2005. Revised plans were submitted on October 26, 2005. A
second DRC letter was sent to the applicant on December 13, 2005. Staff is currently
reviewing environmental documents and revised plans. Staff anticipates an April Planning
Commission Hearing for the project (PA05-0208 - FISK)
. Tentative Tract Map 32780 - A Tentative Tract Map to divide 22.45 acres into 38 single
family lots on Walcott Lane north of La Serena. The project was submitted on August 10,
2005 and is awaiting applicant response. A DRC letter was held and a DRC letter was
mailed to the applicant on December 13, 2005. The project is scheduled for an April 19,
2006 Planning Commission Hearing. (PA05-0240 - MCCOY)
. Mira Loma PDO -A Planned Development Overlay to change the zoning ofa 7.24 acre site
from High Density Residential (H) to PDO -11 to change the development standards forthe
site. The project site is located at 29601 Mira Loma Road. The project was submitted on
August 8, 2005. A DRC meeting was held on September 29, 2005 and a DRC letter was
sent to the applicant on October 4, 2005. Staff has reviewed revised plans for the project
and a DRC meeting is scheduled for February 16, 2006. (PA05-0234 - FISK)
. Redhawk PA 13 -A Pre-Application to construct 98 condominiums totaling 117, 897 square
feet on 8.9 acres on Deer Hollow Road and Peach Tree Street. The application was
submitted on August 31,2005. A DRC meeting was held and a DRC letter was sent to the
applicant on November 21,2005. Staff is waiting for formal resubmittal. (PR05 - 0014-
MCCOY)
. Stonebriar - Wolf Creek - A Home Product Review for 112 single family homes in PA21 of
the Wolf Creek Specific Plan. Elevations include three floor plans and elevation types
ranging from 3022 to 3446 square feet. Application was submitted November 4, 2005. A
DRC letter was sent out on December 27,2005. Staff is still awaiting resubmittal. (PA05-
0332 - MCCOY)
. Laurel at Wolf Creek - A Home Product Review for architecture and placement of 167 single
family residences within Planning Area 15 of the Wolf Creek Specific Plan. The project was
submitted on October 20,2005. A DRC letter was mailed to the applicant and the applicant
resubmitted on December 23, 2005. The project is scheduled for the February 23, 2006
Director's Hearing. (PA05-0310 - MCCOY)
. Rancho Highlands III-A Conditional Use Permit, Development Plan and Vesting Tentative
Map submitted on December 21,2005 to allow a subdivision for condominium purposes and
development of 137 multi-family units located near the northeast corner of Ynez Road and
Rancho California Road. A DRC is scheduled for February 16, 2006. (PA05-0398, PA05-
0399, PA05-0400 - DAMKO)
. Temecula Lane II - A Conditional Use Permit, Development Plan and Vesting Tract Map
submitted on December 20, 2005 for the development of 297 multi-family residential units
located on the southeast corner of Pechanga Parkway and Loma Linda Road. Staff is
currently preparing a DRC letter. (PA05-0395, PA05-0396, PA05-0397 - DAMKO)
. Barrington Product Review - A Development Plan submitted on December 18, 2005 for 130
single family homes located within Tract 32437-1,2,3, -and, F of the Harveston Specific Plan
located on Ynez Road and Date Street. A DRC letter was mailed December 27,2005. Staff
is waiting for applicant response. (PA05-0378 - DAMKO)
. Prescott Product Review - A Development Plan submitted on November 7, 2005 for 112
single family homes in the Harveston Specific Plan located on the north side of Date Street
in Tracts 32437-3 and 23437-F. A DRC letter was mailed on December 6, 2005. The
project is scheduled for a March 1, 2006 Planning Commission Hearing. (PA05-0335-
DAMKO)
. Rancho Highlands Maravilla - A Development Plan and Product Review for 71 tri-plex
buildings totaling 213 units on 23.3 acres in the Rancho Highlands Specific Plan along the
extension of Tierra Vista and Rancho Highlands Road (APN 944-330-001, 003 and 017).
The applications were submitted on June 6, 2005. A DRC meeting was held on July 14,
2005. Staff is currently preparing an I nitial Study for this project. Staff is continuing to work
with applicant on finalizing the site plan and product placement. (PA05-0167 - PAPPi
Miscellaneous
. Sprint 100 Margarita - A Minor Conditional Use Permit for the co-location of six (6) cellular
telecommunication antennas on a mono-pine, which includes the replacement of the existing
57 foot high mono-pine, with a 68'4 ft mono pine, located at 41520 Margarita Road. The
application was submitted on September 23, 2004. A DRC letter was sent to the applicant
on October 19, 2004. Revised plans were submitted on December 9,2004. The applicant
contacted staff on February 22, 2005 stating that the proposed site for co-location was
already occupied by another carrier and that revised plans must be submitted for location on
another structure on the project site. Revised plans were submitted on June 29, 2005. A
DRC letter was sent to the applicant on August 4, 2005. Staff is currently awaiting the
submittal of revised plans. (PA04-0529 - FISK)
. Margarita Crossings - A Sign Program for the proposed Margarita Crossings Shopping
Center located at the southwest corner of Margarita Road and Overland Drive. The
application was submitted on March 1,2005. A DRC letter was sent on March 28, 2005 and
staff met with the applicant to review the DRC comments on April 22, 2005. The applicant
submitted a revised sign program on July 1,2005. The project was heard at the September
21, 2005 Planning Commission hearing and was continued to the December 7, 2005
Planning Commission hearing so that the applicant could revise the program and address
the Planning Commission concerns. The sign program was approved at the December 14,
2005 Planning Commission meeting. The applicant has filed an appeal of the conditions of
approval placed on the project. Staff anticipates presenting the appeal at a March 2006 City
Council meeting. (PA05-0064 - FISK)
. DoghouselLolita Road Monopalm Wireless antenna - A Conditional Use Permit to construct
a 50 foot high monopalm with 12 panel antennas, on 2" microwave dish, a shelter to match
residence, a generator pad for emergency use, and 2 live palm trees with irrigation located
at 30984 Lolita Road. The application was submitted on June 24, 2005. A DRC letter was
mailed on July 23, 2005. This project was resubmitted in November and a second DRC
letter was sent December 16, 2005. A meeting was held with the applicant on January 26,
2006 Staff is currently awaiting resubmittal. (PA05-0195 - KITZEROW/PETERS)
. Cingular Mono-Pine Wireless Antenna - A Conditional Use Permit to construct a 50 foot
high monopalm on Greentree Road, approximately 500' east of Via Sierra. The project was
submitted on April 19, 2004. Staff has received 3'd party review comments. Staff has
postponed scheduling the project for a Planning Commission Hearing at the applicant's
request and anticipates scheduling the application for an April2006 Planning Commission
Hearing. (PA04-0285 - FISK)
. Meadowview Golf Course - A Conditional Use Permit and Development Plan to design and
construct a public golf course and driving range within the Meadowview Community. The
focused EIR requires modification. Staff is currently waiting for the revised EIR. (PA01-
0375 - KITZEROW/PETERS)
. Verizon Wireless Telecommunication - A Conditional Use Permit for a 60-foot high mono-
pine within the Rancho California Water District facility. Staff has informed the applicant that
the proposed mono-pole is not an acceptable design for the area. The applicant indicated
alternative sites would not be feasible; however, on November 10,2003, they offered to look
at alternative sites and designs. The applicant resubmitted on May 1 0,2004. Staff met with
the applicant on August 19, 2004 to discuss design alternatives. The applicant is continuing
to cooperate with staff to develop a solution. On September 16, 2004 the applicant
submitted design concepts that were not supported by staff. There has been no formal
resubmittal since May 10,2004. There is a new Telecommunication consultant for third
party review. Staff issued a 30-day close out letter for this project on November 14, 2005. A
60-day close out letter was sent to the applicant on January 13, 2006. (PA02'{)637 - PAPPi
. Brightstart Daycare - A Minor Conditional Use Permit for a large family childcare proposed
in a 1,639 square foot home located at 31862 Via Barraza. This project was submitted on
July 26, 2005 and is currently under review. A DRC meeting was held on September 1,
2005 and a DRC letter was sent on September 13, 2005 to the applicant. Staff is still
awaiting applicant response. (PA05-0213 - MCCOY)
. General Kearney Reservoir Wireless Facility - A Conditional Use Permit to replace an
existing non-disguised unmanned wireless monopole with a new 65 foot tall unmanned
wireless mono pine with 12 antennas, four-foot diameter microwave dish and associated 336
square foot shelter and a back-up generator. The property is east of Placer Lafite and south
of Chemin Coutet. The application was submitted on March 1,2005. A DRC meeting was
held on April 21 ,2005. A second meeting was held on January 24,2006. Staff is currently
awaiting revisions. (PA05-0063 - LINTON)
. Roripaugh Ranch Mega Center - A Development Plan for the Roripaugh Mega Center
including a 16,343 square foot Community Center, a 1,414 square foot RestroomlPool
Equipment building and a 640 square foot cabana totaling 18,397 square feet on 3.88 acres
in PA 30 of the Roripaugh Ranch Specific Plan. The project was submitted on November
14,2005 and comments were mailed to the applicant on December 29,2005. The project
was resubmitted on January 25, 2006 and comments are due on February 16, 2006. (PA05-
0345 KITZEROW I PETERS)
. Roripaugh Ranch PA4A EOT - An Extension of Time for a previously approved Home
Product Review (Development Plan - PA03-0347) for the construction of 100 single family
homes located within Planning Area 4A of the Roripaugh Specific Plan. This project was
submitted on December 19, 2005. The project is tentatively scheduled for Planning
Commission on March 15, 2006. (PA05-0391 KITZEROW I PETERS)
. Butterfield Station Sign Program - To establish and implement a sign program for the
Butterfield Station shopping center. The property is located on Highway 79 South and
Butterfield Stage Road. The application was submitted on October 4, 2005. Staff is
awaiting revised sign program. (PA05-0294 - MCCOY)
Small Business Assistance
. Wine Sellars - An Administrative Development Plan for an outdoor dining area has been
submitted for this wine tasting facility at the southeast corner of Sixth Street and Old Town
Front Street (The Hitching Post Center) in Old Town Temecula. Staff is currently helping
this applicant resolve development issues with the Public Works and Community Services
Departments. The signs for this business were approved by the Old Town Local Review
Board in December under a separate application. (PA05-0269 - NOLAND)
. Rosa's Cantina - Planning staff helped this applicant prepare plans for a Minor Modification
to construct an addition to an existing food storage room at this Old Town restaurant. This
project was approved by the Old Town Local Review board in January. (PA05-0344-
NOLAND)
. The Golf Store - Planning staff is working with the owner of this Old Town business to
develop new signs that are consistent with the sign program for the Penfold Building.
(PA05-0340 - NOLAND)
Special Event Permits
. 2006 Rock'n Rod Run & Old Town Cruise - Staff is working with P & R Productions to help
them with their Major Temporary Use Permit for this Old Town Event that will take place on
March 10, and 11, 2006. A preliminary site map has been developed and organizational
meetings with the applicant are being held on a regular basis. (PA06-000? - NOLAND)
. Bluegrass Festival- A Major Temporary Use Permit is in progress for this Old Town event
organized by the Redevelopment Department that will take place on March 18, and 19,
2006. Staff is coordinating comments from all concerned City departments. (PA06-0029-
NOLAND)
Special Proiects & LonQ RanQe PlanninQ Activities
The Division also commits work efforts toward larger scale and longer time frame projects for
both private and public purposes. These activities can range from a relatively simple ordinance
or environmental review to a new specific plan or a general plan amendment. Some of the
major special projects and long range planning activities currently in progress are described in
the paragraphs below:
. Development Code Clean-Up Amendment - The item was initially presented to the Planning
Commission and has been continued off-calendar. Staff has finalized the amendmentto the
Development Code. The proposed amendment is currently under review. (PA05-0041 -
WEST)
. Old Town Specific Plan Amendment - Staff has finalizing the draft amendment to the Old
Town Specific Plan to expand the protection for historic structures throughout the City, as
well as make a number of other clarifications related to alleys, landscaping, signage, and
mixed use projects within the Old Town Area. A draft of the I nitial Environmental Study and
notification letters for the non-Old Town property owners have been prepared and are
currently under review. Staff anticipates taking this item to the Planning Commission in
April. (PA04-0596 - WEST)
. Public Transportation Master Plan - The decision has been made to attemptto do this work
effort in-house rather than hiring an outside consultant. Staff is beginning the process of
developing detailed work outline to guide the future work effort. (WEST)
. Mixed Use Development Standards and Traditional Neighborhood Design Criteria - Staff
has started the development process for Mixed Use Development Standards by reviewing
existing projects and guidelines. This is expected to result in a recommended approach for
areas of the City that are designated for Mixed Use development. (WEST)
. Hillside Development Policy - The policies are being examined for integration into the draft-
grading ordinance. Staff is working with GIS to analyze topography, soil types,
environmental (habitat), and other constraints.
. Procedures to Implement CEQA - Staff initiated project to develop local guidelines and
procedure manual for processing CEQA documents, including the adoption of local
exemptions. This is expected to include significance thresholds and procedures forthe City
to contract for the preparation of environmental impact reports.
. Project environmental reviews and permitting:
.:. Diaz Road General Plan Level Improvements - Staff has prepared an Initial Study to
determine the impacts of constructing ultimate improvements on Diaz Road. Staff is
recommending that a Negative Declaration be prepared, the scheduling of this item for
the City Council will be coordinated with Public Works Department. (EAO? - PAPPi
.:. 1-151 SR79 S. Ultimate Interchange Project - Staff has provided comments to the Public
Works Department on the issues that need to be addressed in the NEPA/CEQA
document that is to be prepared for this project. (EA111 - WEST)
General Plan Amendments
. PA03-0178 TERC 52, LLC - A General Plan Amendment application (and Zone Change
PA03-0177) to change the land use designation on 52.83 acres from Business Parkto High
Density Residential at the northwest corner of the Rancho California Business Park adjacent
to the Campus project. Staff is awaiting the submittal of additional information to determine
that the project is consistent with the Comprehensive General Update. Due to inactivity,
staff issued a 30 day close out letter on November 14, 2005. A 60-day close letter was sent
to the applicant on January 13, 2006. (PAPP)
. PA04-0411, Nicolas 73 - A General Plan Amendment application (and Zone Change PA04-
0414, and TTM PA04-0415 ) to change the land use designation on 73 acres from very low
density Residential to L-1 at the southeast corner of Nicolas Road and Via Lobo. Pre-DRC
was held on July 8,2004 and DRC was held on July 15, 2004. Based upon issues raised at
DRC and clarified in a follow-up letter the applicant was informed that staff does not support
the GPA. Issues related to the overall project density and number of lots proposed on the
map will require a resubmittal. Due to inactivity, staff issued a 30 day close out letter on
November 14, 2005. A 60-day close out letter was sent to the applicant on January 13,
2006. (PAPP)
. Map 32780 - A General Plan amendment to amend the Land Use Designation from Very
Low (VL) to Low Density (L) for a 22.45 acre parcel located on Walcott Lane north of La
Serena (APN 957-170-032-033-034-035-036). This application was submitted on August
13, 2005. A DRC is scheduled for November 15, 2005. A DRC was held and a DRC letter
was mailed to the applicant on December 13, 2005. (PA05-0283 - MCCOY)
ITEM NO. 32
Approvals
City Attorney
Director of Finance
City Manager
V
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tf
CITY OF TEMECULA
AGENDA REPORT
TO:
City ManagerlCity Council
FROM:
Mitch Aim, Chief of Police
DATE:
February 28, 2006
SUBJECT:
Police Department Monthly Report
The following report reflects the activity of the Temecula Police Department for the month of January
2006.
PATROL SERVICES
Overall calls for police service ................................................................................................. 2,968
"Priority One" calls for service ....................................................................................................... 49
Average response time for "Priority One" calls...............................................................6.1 Minutes
VOLUNTEERS
Volunteer administration hours ..................................................................................................... 92
Community Action Patrol (CAP) hours .......................................................................................237
Reserve officer hours (patrol) ....................................................................................................... 10
Total Volunteer hours............................................................................................................... 1,149
CRIME PREVENTION/GRAFFITI
Crime prevention workshops conducted ........................................................................................ 2
Residential/business security surveys conducted ....................................................................... 010
Businesses visited........................................................................................................................ 11
Businesses visited for past crime follow-up.................................................................................. 18
Crime prevention articles ................................................................................................................1
Total square footage of graffiti removed................................................................................ 16,601
OLD TOWN STOREFRONT
Total customers served............................................................................................................... 281
Sets of fingerprints taken .............................................................................................................. 29
Police reports filed........................................................................................................................ 29
Citations signed off ......................................................................................................................... 6
Total receipts. ... ... ... ... ... ..... ... ... ... .... ... ... ... ... ... ..... ... ... ... .... ... ... ... ... ... ..... ... ... .... ... ... ... ... ... ..... ..... $7,573
POP TEAMS
On sight felony arrests ....................................................................................................................5
On sight misdemeanor arrests........................................................................................................1
Felony arrest warrants served ........................................................................................................0
Follow-up investigations................................................................................................................ 18
Presentations
Stranger Danger................................................................................................ Boys and Girls Club
GANG TEAM
On sight felony arrests ....................................................................................................................2
On sight misdemeanor arrests........................................................................................................4
Felony arrest warrants served ........................................................................................................1
Follow-up investigations.................................................................................................................. 3
Field I nvestigations Conducted..................................................................................................... 15
Presentations
Gangs and Graffiti ..................................................................................................... Executive Staff
Gang Issues in Temecula ..........................................................................SAFE Board of Directors
TRAFFIC
Citations issued for hazardous violations ................................................................................1,193
D.U.I. checkpoints conducted .........................................................................................................0
Non-hazardous citations............................................................................................................. 142
Stop Light Abuse Program (SLAP.) citations........................................................................... 404
Neighborhood Enforcement Team (N.E.T.) citations ................................................................. 225
Parking citations.. ... ... ... ... ... ..... ... ... ... .... ... ... ... ... ... ..... ... ... .... ... ... ... ... ... ..... ... ... ... .... ... ... ... ... ... ..... .... 204
Injury collisions.............................................................................................................................. 13
Presentations
Bicycle Safety............................................. Temecula Middle School and Margarita Middle School
INVESTIGATIONS
Average open cases per detective .............................................................................................. 3.8
Average case closure rate (per Detective) .................................................................................. 3.3
Number of community seminars conducted ................................................................................... 5
SPECIAL ENFORCEMENT TEAM (SET TEAM)
On sight felony arrests ....................................................................................................................0
On sight misdemeanor arrests........................................................................................................2
Felony arrest warrants served ........................................................................................................9
Misdemeanor arrest warrants served ............................................................................................. 0
Follow-up investigations.................................................................................................................. 2
PROMENADE MALL TEAM
Calls for service........................................................................................................................... 115
Felony arrest/filings......................................................................................................................... 6
Misdemeanor arrest/filings............................................................................................................ 27
Vehicle burglaries........................................................................................................................... 0
Vehicle thefts. ... ... ... ... ... ..... ... ... ... .... ... ... ... ... ... ..... ... ... ... .... ... ... ... ... ... ..... ... ... .... ... ... ... ... ... ..... ... ... ... ..... 1
PreventionlSuppression Programs .................................................... Mall Zero Tolerance Program
SCHOOL RESOURCE OFFICERS
Felony arrests................................................................................................................................. 6
Misdemeanor arrests ...................................................................................................................... 8
Citations..................................................................................................................... ................... 21
Youth counseled......................................................................................................................... 276
Presentations
Great Oak High School (2 Presentations) ...........................................................Drugs and Alcohol
Great Oak High School........................................................................................... Theft/Shoplifting
Temecula Middle School...................................................................... CPSIReports Staff Training
Rancho Elementary School (2"d Grade Students)..................................................Stranger Danger
Temecula Elementary School (2"d Grade Students) ..............................................Stranger Danger
YOUTH ACCOUNTABILITY TEAM
Orientations delivered to new program members .......................................................................... 2
School visits.................................................................................................................................. 43
Home visits.................................................................................................................................... 10
Presentations
Southwest Detention Center Jail Tour
ITEM NO. 33
Approvals
City Attorney
Director of Finance
City Manager
V
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~
CITY OF TEMECULA
AGENDA REPORT
TO:
City ManagerlCity Council
FROM:
Anthony Elmo, Director of Building and Safety
DATE:
February 28, 2006
SUBJECT:
Departmental Report - January 2006
PREPARED BY: Diane Ball, Administrative Assistant
The month of January 2006 showed a gain of construction activity as compared to previous months.
The following is an overview of permit and inspection activity for January.
Sinqle Family Development - Tracts
In January, the City issued 25 new single family home permits for a total square footage of 97,838.
These homes are primarily in Harveston, which currently has 143 homes under construction with the
addition of 350 homes under construction in Wolf Creek. There are a total of 2,530 single family
homes under construction.
Custom Sinqle Family Homes
As of January, we have 28 custom homes under construction for a total of 135,687 square feet.
Multi-Family Development
Temecula Ridge is in the building process with 21 buildings totaling 76 units and 11 completed.
Temecula Creek has completed most of their condo construction and have 9 buildings with 20 units
left to complete in the first phase. Cape May Apartments in Harveston is constructing 270 units.
Commercial Development
There were 4 new commercial permits issued in January for a total valuation of $9,163,188. Plan
check activity included submittals for Temecula Corporate Center at 27277 Via Industria, Riverside
County Credit Union at 44575 Avenida De Missiones, and BJ's Restaurant at 26670 Ynez Road.
Total Permit and Inspection Activity
During the month of January inspection staff performed 3,695 inspections and 273 permits were
issued representing a construction valuation of $18,721,574. The total building permit and plan
check fees collected in the month of January were $164,325.66.
ITEM NO. 34
Approvals
City Attorney
Director of Finance
City Manager
~(
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CITY OF TEMECULA
AGENDA REPORT
TO:
City ManagerlCity Council
FROM:
William G. Hughes, Director of Public WorkslCity Engineer
DATE:
February 28, 2006
SUBJECT:
Department of Public Works Monthly Activity Report
RECOMMENDATION: That the City Council receive and file the attached Department of
Public Works Monthly Activity Reports for the month of January 26, 2006.
CAPITAL IMPROVEMENT PROJECTS
Monthly Activity Report
January I February 2006
Prepared By: Amer Attar
Submitted by: William G. Hughes
Date: February 28, 2006
PROJECTS UNDER CONSTRUCTION
1. Old Town Community Theatre
This project will construct a 20,000 square foot community theater complex and refurbishes the
existing Mercantile Building. Construction started on 3-3-04. This project is complete. The grand
opening took place on 10/04/05. Punch list items and close out items will likely be on-going for
next two to four months.
2. Fire Station - Northeast Site (Roripaugh Ranch)
This project will construct a new fire station in the north part of the City. Contract completion date is
February 2006. Work is focused interior finishes and site paving and hardscape. Although the
station will be complete in February, it will be roughly 6 to 12 months before the Roripaugh Ranch
Developer can provide access and utilities to the site. As a result, there will be a cost to re-mobilize
and complete the project when the aforementioned items are complete, which the Developer is
responsible for.
3. Winchester Road Widening Between Enterprise Circle and Jefferson
This project will widen Winchester road between Enterprise Circle and Jefferson Avenue. It will also
add a right turn lane from Eastbound Winchester to southbound Jefferson, starting at Enterprise
Circle. All work, including those outstanding issues with the property owner of the Enterprise
Professional Building at 41530 Winchester Road, have been resolved. . Contractor submitted final
billing 1/06; acceptance of roadway improvements to go to City Council this month.
4. Patricia H. Birdsall Sports Park
A new 40+ Acres sports complex will be built at the corner of Pechanga Parkway and Deer Hollow
Way. Bids were opened on September 16, 2004. The contract was awarded to Douglas E.
Barnhart, Inc. at the September 28, 2004 Council meeting. The contract award amount is
$13,365,055.51. With the exception of landscaping and irrigation, much of the site work is
complete. Remaining items of work include scattered areas of concrete f1atwork, some stairways at
ball fields, post and rail fencing, basketball goals, shade structure fabric, ball field scoreboards,
walkway lighting, playground lighting, equipment, and resilient surfacing, BBQs, basketball court and
parking lot striping, building interior finishes. The paving subcontractor will submit a proposal for
remedial work to be done on parking lots paving; this work is to be performed shortly before park
opening. Contractor submitted for City review a request for contract days extension, which will likely
extend contract completion into April. Park completion date and the 90-day landscape maintenance
period is currently scheduled to begin on 3/9/06.
5. Patricia H. Birdsall Sports Park Synthetic Turf
As part of the sports park project, a separate contract to install synthetic turf on four fields, three
soccer fields and a championship field that includes football overlay, was awarded to Byrom-Davey.
This project is complete. Project acceptance is to go to City Council on 2/28/06.
6. Vail Ranch Middle School Basketball Court Lighting
This project will add lights to the basketball courts at Vail Ranch Middle School. The projectwas bid
successfully the second time with R & M Electrical Contracting being awarded the project on March
8,2005 in the amount of $102,696.00. Work began June 20, 2005 with substantial completion
occurring on 10/31/05. Project delayed due toSCE easement requirement. Contractor is working on
final punchlist items.
7. Temecula Library
A full service library, approximately 34,000 square feet in area, has been designed and will be built
on Pauba Road, just west of Fire Station #84. The City was successful in obtaining State grant to
aid in funding the library. The Northern half of the slab on grade was poured on Tuesday 2/14/06.
The parking lot curb and gutter is approximately 80% complete. Interior metal stud framing of walls
and soffits is continuing with the plumbing and electrical rough- in following this work. Structural
steel is being welded and roof decking is in place on about 40% of the building.
8. Bridge Barrier Rail Upgrade, Rainbow Canyon Road over Pechanga Creek/Del Rio Road
over Empire Creek
This project will replace the existing barrier rails of the Rainbow Canyon Bridge over Pechanga
Creek and the Del Rio Road Bridge over Empire Creek. This project is partially funded federal
HBRR barrier replacement funds. Construction Authorization was received. Locations are Rainbow
Canyon Road over Pechanga Creek and Del Rio Road over Empire Creek. The construction
contract was awarded on 8/9/2005 and work began on 10/06/05. Substantial completion occurred
on 12/22/05 with City Council Acceptance occurring on 02/14/06.
9. Slurry Seal Project - FY 2004/2005
This project will slurry seal the residential streets SW of Pechanga Parkway between Rainbow
Canyon Road and Via Eduardo. Additional working days were added to the contract due to
inclement weather. Construction is complete. City Council accepted the work on 02/14/06.
.10. City Field Operations Center (Maintenance Facility and Corporate Yard). Phase 1
. Under this project, an expansion of the maintenance facility will be built on the property adjacent to
City Hall. Western Rim Constructors (WRC) was awarded the project with a low bid of $636,094.80.
The pre-con meeting was held on 10-6-05. Notice To Proceed was issued on 10-10-05. There will
be 100 working days. Hurricanes Katrina & Rita have impacted the resin industry which caused a
shortage of plastic pipe, WRC has advised that pricing & availability may impact this project. The
construction activities are moving along per schedule, 15-day extension granted to allow for utility
conflicts and material shortage. The COnstruction activities are moving along per schedule. Fire line
is in the ground per plan. The electrician is placing electrical lines. The contractor has located a
water line and sewer line which were not on the plans. Surface work (curb & gutter) should start
shortly.
11. Pavement Rehabilitation Program. FY 20051 2006
2
This project continues the annual pavement rehabilitation program for City streets. Project scope
focuses on Ynez Road~ between Rancho California Road and Solana Way. Contract was awarded
to Silvia Construction, Inc. on September 13, 2005. Construction began on 10/02/05. Construction
is complete. City Council accepted the work on 02/14/06.
12. Guardrail Installation and Replacement On Rainbow Canyon Road
In this project, old guardrails will be replaced and new guardrails will be installed in needed locations
on Rainbow Canyon Road within the City of Temecula. Bids were opened 10/27/05. Apparent low
bidder was D.C Hubbs Construction with a bid amount of $245,325.00. The City Council awarded
construction contract to D.C. Hubbs Construction on 11/22/05. Construction is essentially complete.
Contractor is addressing minor punch list items.
13. Pauba Road Improvements - Phase II (Margarita Road to Showalter Road)
This project will widen Pauba Road from Showalter to just west of Margarita Road to its ultimate
width. Bids were opened on 01/09/06. Apparent low bidder was Grade Pros Inc. DBA McKenna
with a bid amount of $1 ,367,663.15. Construction contract was awarded at the City Council meeting
on 01/24/06. The Preconstruction Meeting was held on 02/15/06 and the construction is set to start
on 02/27/06.
14. Citywide Concrete Repairs FY 05-06
This project will remove and replace various concrete improvements including sidewalk, curb
and gutter, cross gutters, driveways approaches, and under sidewalk drains. Bid opening is
scheduled for 02/21/06.
PROJECTS BEING ADVERTISED FOR BIDS
1. Citywide Concrete Repairs FY 05-06
This project will remove and replace various concrete improvements including sidewalk, curb and
gutter, cross gutters, driveways approaches, and under sidewalk drains. Bid opening is scheduled
for 02/21/06.
PROJECTS IN DESIGN
1. Pechanga Parkway Improvements - Phase II (SR 79 South to Pechanga Road)
This project will widen Pechanga Parkway (formerly Pala Road) to its ultimate width from the
Pechanga Parkway Bridge to Pechanga road. The City recently met with staff members for Caltrans
(Local Assistance) and the City's environmental consultant to re-classify the Preliminary
Environmental Document (NEPA) of the project to a Categorical Exclusion with required technical
studies (involving Federal action). After Caltrans (Local Assistance) has recommended that the City
combined the noise studies from the City and Wolf Creek into one overall noise study for review.
Standard Pacific Homes (Urban. Crossroads) submitted the combined noise study to Caltrans (Local
Assistance) the week of February 6 for final approval. The City has submitted the natural
environment study/minimal impacts study, Air Quality Study, and Section 106 study w/ APE map &
3
HPSR to Caltrans for review and approval. Once Caltrans (Local Assistance and FHWA) approves
the environmental document (PES) and the PS&E package, the City can then start the public bid
process and proceed with the acquisition of three properties along Pechanga Parkway. The
construction drawings were submitted to the City the week of February 13 for review and final
comments.
2. Murrieta Creek Bridge.- Overland Drive Extension to Diaz Road
This project will entail alignment studies and the design of an extension of Overland Drive, westerly
to Diaz Road, which includes a new bridge over Murrieta Creek. The project includes the widening
of Overland Drive from Jefferson Avenue to Commerce Center Drive, and the extension of Overland
Drive across Murrieta Creek to Diaz Road. Coordination with RCFC & WCD and the Corp of
Engineers is required. The consultant is continuing the design and the City should receive 70%
design plans during the month of February 2006.
3. Fire Station - Wolf Creek Site
A 9,000 SF fire station will be built at the SE corner of Wolf Valley Road and Wolf Creek Dr. STK
formally submitted 100% CD on August, September & again in December 2005. STK is addressing
3rd plan check comments from Esgil & will re-submit in the next month. STK is coordinating
landscaping w/Architerra Design Group, Inc.; the developer is working on the monument sign
design. Currently, the civil plans need the most work.
4. Murrieta Creek Multi Purpose Trail
This project will build portions of the equestrian and bike trails along Murrieta Creek within City
limits. The City has received a federal grant of $1,214,000. Caltrans (the administrator of the federal
funds) has given the City the "Authorization to Proceed with Preliminary Engineering." The City is
working with Caltrans, US Army Corps of Engineers (USACE) and Riverside County Flood Control
to coordinate the trail design with the Murrieta Creek Improvement project. The signed
Programmatic Categorical Exclusion (approved environmental document) was received from
Caltrans on April 15, 2005. Final Design is underway and the 90% Plans were reviewed and
comments returned to Kimley-Horn, the design consultant. The next submittal was received in late
September and comments were returned to K-H on Oct. 19, 2005 for revision. Revised Plans and
Specifications were received in late December 2005 and are being reviewed by City staff comments
should go back to the Consultant in the next week or so. The City has received construction
authorization from Caltrans.
5. State Route 79 South Medians
Under this project medians will be constructed on Route 79 South within the City of Temecula limits.
PDC is progressing toward the 100% submittal addressing comments from the City.
6. Rancho California Road Widening, Old Town Front Street to 1-15 (Souths ide)
This project will provide a right turn lane for southbound 1-15 motorists and provide a dual left turn
lane from westbound RCR to southbound Front Street. The Caltrans permit is being finalized, with
the consultant addressing final plan check comments. Union 76 and Denny's have approved their
right of entries. We anticipate going to bid in March with construction starting in April.
7. Main Street Bridge Over Murrieta Creek (Replacement)
4
This project will replace the existing Main Street Bridge over Murrieta Creek. A meeting was held on
8/24/05 with Corps of Engineers regarding pursuing the project as stand-alone. Design consultant
Simon Wong Engineering (SWE) is continuing to pursue environmental permitting and coordination
issues associated with pursuing the bridge replacement as a project separate from the Corps of
Engineer's channel improvement project. SWE has also revised their original design proposal for
this project in light of these additional efforts required; additional funding will be required to cover
these revisions. No significant changes since last month; permitting issues continue to be pursued.
8. City Field Operations Center (Maintenance Facility and Corporate Yard) - Phase 2
This project will construct the second phase of the City's Field Operation Center, which include the
building. SCE advised that the existing conduit to City Hall transformer may be used for primary
electrical feed. The consultant is revising the plans and anticipates re-submitting 100% construction
drawings addressing the plan check comments in February.
9. Santa Gertrudis Bicyclel Trail Undercrossing at Margarita Road
This project will construct a trail for bicycles and pedestrians along Santa Gertrudis Creek under
Margarita Road. Data regarding existing utilities are being incorporated into the design. Consultant
is continuing the environmental review process while City staff reviews the 90% plan submittal.
.10. Bridge Fencing
Fences will be installed on bridges over 1-15. Proposed fencing locations are the east bound sides of
the Overland Drive and Rancho California Road bridges over Interstate 15. Staff is awaiting
comments ,from Caltrans.
11. Localized Storm Drain Improvements
This project will fix the drainage problem at the south end of Front Street (at the MWD easement).
Baseline right of way, utilities, and mapping are established. This project is currently on hold.
12. Long Canyon Detention Basin -Access Road
This project will construct an access road to the Long Canyon Detention Basin. Plans and
specifications are 90% completed, however winter rains have affected the project conditions and the
scope of work will need to be reevaluated. Project is on hold.
13. Rancho California Median Modifications
This project will add an additional through-lane on Rancho California between Ynez Road and the 1-
15. The landscape median will be modified in order to accomplish this; no additional RIW will be
needed. The design contract was awarded on 12/13/05. JMD proceeded to work on the 01/14/06. A
schedule was submitted in January. The design is expected to be complete in early March. The
specs are currently 90% complete.
14. Pavement Rehabilitation Program - FY 200512006
This project will rehabilitate Diaz Road between Rancho California Road and Winchester road,
including replacement of storm drain pipes Project will be out to bid in Feb/Mar. Bid Opening is
scheduled for 03/14/06.
5
15. Pedestrian/Bicycle Bridge Over Santa Gertrudis Creek
This project includes the construction of an approx. 200' ped/bike bridge over Santa Gertrudis Creek
near Chaparral H.S. An RFP was sent out; three proposals were submitted. All included costs that
were beyond the budgeted amount for the project. The City processed an agreement with Nolte
Associates for a "Preliminary Planning Study" to further review the available alternatives & potential
costs on the project and re-budget accordingly. This is a federally funded project, which will involve
specific steps/actions to environmentally clear it.
16. Ronald-Reagan Sports Park Channel Silt Removal & Desiltation Pond
This project includes restoring the Best Management Practices (BMP) of the Stormwater Pollution
Prevention Plan (SWPPP), the Water Quality Management Plan (WQMP) and the RWQCB by
desilting the channel and pond located near the Sports Park. An internal meeting took place in Dec,
2005 to clarify the scope of work. Internal research is continuing. Phone calls have been made to
US Army Corps of Engineers to determine what permits will be required; they have not returned the
calls. Further actions will be purSued.
17. Slurry Seal Project FY 2005-2006, Redhawk Area
This project includes cleaning & sealing cracks in the road surface, removal & replacement of all
pavement delineation, furnishing & installing Rubberized Emulsion - Aggregate Slurry (REAS) Type
II and all necessary traffic control. There are approx, 3,571,850 sf of roadway involved. The bid docs
have been completed; bid authorization is expected 1/24/06. Bids will be due 2/21/06. However,
work can not start until May, 2006.
PROJECTS IN THE PLANNING STAGE
1. 1-15/ SR 79 South Interchange - Project Report (PR)
This project will modify the 1-15/ SR 79 South Interchange to accommodate projected future traffic.
This is the next step of project development after the completion of the Project Study Report.
City continued development of deSign geometrics and environmental technical studies. Status as
follows:
)> 1 st submittal of Project Report - Under review by Caltrans.
)> 1 st submittal of Design Exceptions - Received comments by Caltrans; City is addressing these
comments.
)> 1st submittal of Storm Water Data Report - Under review by Caltrans.
)> 1st submittal of Natural Environmental Study (MI) - Received comments by Caltrans; City is
addressing comments.
)> 1 st submittal of Visual Impact Analysis - Under review by Caltrans.
)> 2nd submittal of Traffic Analysis - Received comments by Caltrans; City is addressing
comments.
2. French Valley Parkway Overcrossing and Interchange,. Project Report (PR), Plans
Specifications, and Estimate (PS&E) Preparation
This project will construct an interchange between Winchester Road Interchange and the 1-15/1-215
6
split. The project is moving through the C"lltrans process. Geometric Approval Drawings (GAD) has
been submitted to Caltrans for review. The Project Report has been submitted for review. Draft
Visual Analysis will be ready on 3-1-06. City project manager has submitted utility information to
Moffatt & Nichol to prepare utility plan. Flood control and Caltrans storm drain plans have also been
submitted to M&N. Any utility company with a line conflict will be contacted by the City and
arrangements will be made for relocation.
3. French Valley Parkway Interim Southbound Off-Ramp to Jefferson, Auxiliary Lane, and
Widening the Bridge over Santa Gertrudis Creek at the Winchester Southbound Off-ramp
- Phase I
The City and Caltrans have agreed that immediate action is required to relieve congestion at the
Winchester Road southbound off-ramp. Caltrans has even agreed to contribute $750,000 to the
construction of an auxiliary lane and widen the bridge over Santa Gertrudis Creek. A southbound
off-ramp to French Valley Parkway will be included in the construction of the improvements at the
Winchester southbound off-ramp provided that all the environmental clearances can be obtained in
time. The 30% PSE has been prepared and will be submitted to Caltrans for review shortly. Utility
plan for this location is prepared and conflicts are being analyzed.
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MEMORANDUM
TO: Bill Hughes, Director of Public Works/City Engiueer
FROM: t?q~Brad Buron, Maintenance Superintendent
DATE: February 6, 2006
SUBJECT:
Monthly Activity Report - January, 2006
The following activities were performed by Public Works Department, Street Maintenance Division in-house personnel
for the month of January, 2006:
I. SIGNS
II. TREES
A.
B.
C.
Total signs replaced
Total signs installed
Total signs repaired
60
10
16
A.
Total trees trimmed for sight distance and street sweeping concerns
2
III. ASPHALT REPAIRS
A.
B.
Total square feet of A. C. repairs
Total Tons
7,781
45
A.
IV. CATCH BASINS
175
Total catch basins cleaned
A.
V. RIGHT-OF-WAY WEED ABATEMENT
o
Total square footage for right-of-way abatement
VI. GRAFFITI REMOVAL
A.
.B.
Total locations
83
16,601
Total S.P.
VII. STENCILING
A. 163 New and repainted legends
B. ----" L.F. of new and repainted red curb and striping
R:\MAINTAIN\MOACfRPT\05.06\
Also, City Maintenance staff responded to ~ service order requests ranging from weed abatement, tree trimming,
sign repair, A.C. failures, litter removal, and catch basin cleanings. This is compared to....!L service order requests
for the month of December, 2005.
The Maintenance Crew has also put in.....1L hours of overtime which includes standby time, special events and
response to street emergencies.
The total cost for Street Maintenance performed by Contractors for the month of Januarv. 2006 was $7,255.00
compared to $25,383.00 for the month of December. 2005.
Account No. 5402
Account No. 5401
Account No. 999-5402
$ 2,800.00
$ 2,835.00
$ 1,620.00
cc: Ron Parks, Deputy Director of Public Works
Ali Moghadam, Senior Engineer (Traffic)
Greg Butler, Senior Engineer (Capital Improvements)
Amer Attar, Senior Engineer (Capital Improvements)
Jerry Alegria, Senior Engineer (Land Development)
R:\l'o.1AINT AlN\MQACTRP1I05.06\
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STREET MAINTENANCE CONTRACTORS
The following contractors have performed the following projects for the month of January, 2006
DATE
ACCOUNT
Date: 01/06/06
# 5402
Date:
#
Date:
#
Date:
#
Date: 01/12/06
# 5401
Date:
#
Date: 01/18/06
# 999-5402
Date:
#
STREET/CHANNELIBRIDGE
CITYWIDE
VIA MONTEZUMA LOW FLOW
SERVICE LEVEL "R"
TOTAL COST ACCOUNT #5401
TOTAL COST ACCOUNT #5402
TOTAL COST ACCOUNT #99-5402
DESCRIPTION
OF WORK
TOTAL COST
SIZE
DEBRIS, TRASH, SPECIAL EVENT CLEAN-UP
TOTAL COST
$ 2,800.00
TOTAL COST
TOTAL COST
TOTAL COST
PLACE JUTE MESH BLANKET ON SLOPES
TOTAL COST
$ 2,835.00
GRADING OF ALL DIRT ROADS
TOTAL COST
$ 1,620.00
TOTAL COST
$ 2,835.00
$ 2,800.00
$ 1,620.00
R:\MAINT AIN\MOAcrRPT\05.06\
CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
ASPHALT (POTHOLES) REPAIRS
MONTH OF JANUARY, 2006
01/05/06 29835 VALLEJO / VIA MEDIA A.C. OVERLAYS 284 4
01/09/06 VIA NORTE / RAINBOW CANYON ROAD A.c. OVERLAYS 794 4
01/10/06 BEDFORD COURT / NO. GENERAL KEARNEY A.C. OVERLAYS 501 4
01/11/06 P AUBA / RANCHO VISTA A.c. OVERLAYS 757 4.5
01/12/06 MEADOWS PARKWAY / OVERLAND TRAIL A.C. OVERLAYS 309 3
01/17/06 OLD TOWN FRONT STREET / JEDEDIAH SMITH ROAD A.c. OVERLAYS 750 4
01/23/06 CABRILLO / JEDEDIAH SMITH ROAD A.C. OVERLAYS 653 4
01/24/06 CALLE TORCIDA / CHURCHILL COURT A.c. OVERLAYS 510 4
01/30/06 DIAZ ROAD S/O WINCHESTER A.C. OVERLAYS 971 4.5
01/31/06 DIAZ ROAD S/O WINCHESTER A.c. OVERLAYS 2,252 9
TOTAL S.F. OF REPAIRS 7.781
TOTAL TONS 45
R:\MAINTAINIWKCMPLTD\ASPHALT.RPR\OS.06\JANUARY
CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
GRAFFITI REMOVAL
MONTH OF JANUARY, 2006
01/03/06 NO. GENERAL KEARNEY AT NICHOLAS REMOVED 93 S.F. OF GRAFFITI
01/03/06 YNEZ AT CALLE HALCON REMOVED 13 S.F. OF GRAFFITI
01/03/06 RANCHO CALIFORNIA ROAD AT VINTAGE HILLS REMOVED 25 S.P. OF GRAFFITI
01/03/06 6TH STREET AT FELIX VALDEZ REMOVED 34 S.F. OF GRAFFITI
0103/06 ROMANCE AT PUFFIN REMOVED 125 S.P. OF GRAFFITI
01/03/06 VIA RIO TEMECULA AT A VENIDA DE MISSIONES REMOVED 452 S.P. OF GRAFFITI
01/04/06 DOC MERCHANTS AT ANNA'S ANTIQUES REMOVED 4 S.F. OF GRAFFITI
01/04/06 PALA PARK REMOVED 6 S.P. OF GRAFFITI
01/04/06 DEER HOLLOW AT HIGH SCHOOL REMOVED 10 S.F. OF GRAFFITI
01/04/06 PEACH TREE AT PRIMROSE REMOVED 36 S.P. OF GRAFFITI
01/05/06 TEMECULA LANE AT LOMA LINDA REMOVED 12 S.P. OF GRAFFITI
01/05/06 LOMA LINDA AT VIA DEL CORONADO REMOVED 16 S.P. OF GRAFFITI
01/09/06 K-MARK ON YNEZ REMOVED 70 S.F. OF GRAFFITI
01/09/06 GOLD'S GYM ON YNEZ REMOVED 80 S.P. OF GRAFFITI
01/09/06 SANTIAGO BRIDGE AT 1-15 REMOVED 75 S.P. OF GRAFFITI
01/09/06 WINCHESTER BRIDGE AT 1-15 REMOVED 60 S.P. OF GRAFFITI
01/09/06 OVERLAND BRIDGE AT 1-15 REMOVED 110 S.P. OF GRAFFITI
01/09/06 32225 HWY 79 SO. REMOVED 19 S.P. OF GRAFFITI
01/10/06 MEADOWS PARKWAY AT CAFERA LANE REMOVED 50 S.P. OF GRAFFITI
01/10/06 42690 MARGARITA REMOVED 40 S.P. OF GRAFFITI
01/11/06 40480 WINCHESTER REMOVED 13 S.P. OF GRAFFITI
01/11/06 GRANNY'S ANTIQUES REMOVED 180 S.P. OF GRAFFITI
01/12/06 HWY 79 SO. AT BEDFORD COURT REMOVED 30 S.P. OF GRAFFITI
01/12/06 OVERLAND TRAIL REMOVED 85 S.P. OF GRAFFITI
R:\MAINTAIN\WKCMPLTD\GRAFFlTl\05.06\JANUARY.06
01/13/06 41925 3 RD STREET REMOVED 8 S.F. OF GRAFFITI
01/13/06 MARGARITA AT HARVESTON REMOVED 6 S.P. OF GRAFFITI
01/17/06 6TH STREET AT FELIX VALDEZ REMOVED 390 S.P. OF GRAFFITI
01/17/06 I-IS NIB CITY MONUMENT REMOVED 250 S.F. OF GRAFFITI
01117106 NICHOLAS AT NO. GENERAL KEARNY REMOVED 61 S.P. OF GRAFFITI
01/17106 WINCHESTER CREEK REMOVED 85 S.P. OF GRAFFITI
01/17/06 NICHOLAS AT WINCHESTER REMOVED 310 S.F. OF GRAFFITI
01/17/06 BUTTERFIELD STAGE ROAD AT HWY 79 SO. REMOVED 18 S.F. OF GRAFFITI
01/18/06 MIRA LOMA AT EDISON EASEMENT REMOVED 520 S.F. OF GRAFFITI
01/18/06 PECHANGA AT CLUBHOUSE REMOVED 8 S.P. OF GRAFFITI
01/19/06 HWY 79 SO. AT W AL MART REMOVED 45 S.P. OF GRAFFITI
01/19/06 REDHA WK PARKWAY AT TEMECULA CREEK REMOVED 60 S.F. OF GRAFFITI
01/19106 YNEZ AT MERVYN'S REMOVED 30 S.P. OF GRAFFITI
01/19/06 MARGARITA AT NO. GENERAL KEARNY REMOVED 317 S.P. OF GRAFFITI
01/20/06 MARGARITA AT RAMSEY COURT REMOVED 70 S.F. OF GRAFFITI
01/23/06 TOWER PLAZA REMOVED 15 S.P. OF GRAFFITI
01123/06 WINCHESTER AT I-IS NIB REMOVED 10 S.P. OF GRAFFITI
01/24/06 SANTIAGO BRIDGE REMOVED 25 S.P. OF GRAFFITI
01/24/06 MONUMENT WALL NIB 1-15 REMOVED 75 S.P. OF GRAFFITI
01/24106 MIRA LOMA AT EDISON PLANT REMOVED 1,120 S.P. OF GRAFFITI
01/24/06 BUTTERFIELD STAGE PARK REMOVED 66 S.F. OF GRAFFITI
01/24106 28120 JEFFERSON REMOVED 317 S.P. OF GRAFFITI
01/24106 27780 JEFFERSON REMOVED 116 S.P. OF GRAFFITI
01/24/06 EMPIRE CREEK TO FORD DEALER REMOVED 450 S.P. OF GRAFFITI
01/25/06 40570 WINCHESTER ROAD REMOVED 20 S.F. OF GRAFFITI
01/25/06 SANTIAGO BRIDGE AT I-IS REMOVED 125 S.P. OF GRAFFITI
01/25/06 VALENTINO AT REDHA WK PARKWAY REMOVED 5 S.F. OF GRAFFITI
01/25106 OVERLAND BRIDGE AT I-IS FWY REMOVED 25 S.P. OF GRAFFITI
R:\MAINTA1N\WKCMPLTDlGRAFRTl\05.06VANUARY.06
01/25/06 OVERLAND BRIDGE AT JEFFERSON REMOVED 30 S.F. OF GRAFFITI
01/25/06 28501 PUJOL REMOVED 18 S.F. OF GRAFFITI
01/25/06 28120 JEFFERSON REMOVED 10 S.F. OF GRAFFITI
01/25/06 1-15 FWY S/O RANCHO CALIFORNIA ROAD REMOVED 15 S.F. OF GRAFFITI
01/25/06 27672 JEFFERSON REMOVED 15 S.F. OF GRAFFITI
01/25/06 EMPIRE CREEK NORTH TO FORD DEALER REMOVED 30 S.P. OF GRAFFITI
01/25/06 27411 YNEZ REMOVED 26 S.P. OF GRAFFITI
01/26/06 28720 JEFFERSON REMOVED 168 S.P. OF GRAFFITI
01/26/06 28120 JEFFERSON REMOVED 18 S.P. OF GRAFFITI
01/26/06 1-15 FWY AT TEMECULA CREEK REMOVED 7,467 S.F. OF GRAFFITI
01/26/06 OLD TOWN FRONT AT 5TH STREET REMOVED 5 S.F. OF GRAFFITI
01/26/06 TULLEY RANCH ROAD REMOVED 160 S.P. OF GRAFFITI
01/26/06 ROMERO ROAD REMOVED 60 S.F. OF GRAFFITI
01/26/06 LAURIANO REMOVED 15 S.P. OF GRAFFITI
01/26/06 V AIL RANCH ROAD REMOVED 45 S.P. OF GRAFFITI
01/26/06 SANTIAGO BRIDGE REMOVED 50 S.P. OF GRAFFITI
01/27/06 STAMPEDE PARKING LOT REMOVED 6 S.P. OF GRAFFITI
01/27/06 MAIN STREET BRIDGE REMOVED 8 S.F. OF GRAFFITI
01/27/06 ROMANCE AT PUFFIN REMOVED 90 S.P. OF GRAFFITI
01/27/06 JEFFERSON AT OVERLAND REMOVED 8 S.P. OF GRAFFITI
01/27/06 28900 FRONT STREET REMOVED 250 S.P. OF GRAFFITI
01/27/06 BUTTERFIELD STAGE AT CHANNEL REMOVED 30 S.P. OF GRAFFITI
01/30/06 YNEZ BEHIND TACO BELL REMOVED 460 S.P. OF GRAFFITI
01/30/06 WOLF STORE AT BUTTERFIELD STAGE ROAD REMOVED 26 S.P. OF GRAFFITI
01/30/06 TARGET PLAZA REMOVED 48 S.P. OF GRAFFITI
01/30/06 SANTA GERTRUDIS CREEK AT WINCHESTER REMOVED 810 S.F. OF GRAFFITI
R:\MAINTATN\WKCMPLTD\GRAFFITI\05.06VANUAR Y.06
01/30/06 MARGARITA AT DATE STREET
REMOVED
100
S.F. OF GRAFFITI
01/30/06 I-IS FWY AT OVERLAND
REMOVED
250
S.F. OF GRAFFITI
01/30/06 SOUTHERN CROSS AT AGENA
REMOVED
23
S.F. OF GRAFFITI
01/31/06 MIRA LOMA AT RANCHO VISTA
REMOVED
75
S.F. OF GRAFFITI
01/31/06 FRONT STREET AT SANTIAGO
REMOVED
15
S.P. OF GRAFFITI
TOTALS.F. GRAFFlTIREMOVED
TOTAL LOCATIONS
16.601
83
R:\MAINTAIN\WKCMPLTD\GRAFFIT1\05.06\JANUAR Y.06
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CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
CATCH BASIN MAINTENANCE
MONTH OF JANUARY, 2006
01103/06 CITYWIDE "RAIN" CLEANED & CHECKED 29 CATCH BASINS
01104/06 AREA #1 CLEANED & CHECKED 36 CATCH BASINS
01105/06 AREA #1 CLEANED & CHECKED 24 CATCH BASINS
01/05/06 CITYWIDE CLEANED & CHECKED 9 CATCH BASINS
01/09/06 CITYWIDE CLEANED & CHECKED 15 CATCH BASINS
01/11/06 AREA #3 CLEANED & CHECKED 3 CATCH BASINS
01/17/06 CITYWIDE CLEANED & CHECKED 10 CATCH BASINS
01/18/06 AREA # 1 CLEANED & CHECKED 15 CATCH BASINS
01/19/06 AREA #1 CLEANED & CHECKED 6 CATCH BASINS
01/23/06 CITYWIDE CLEANED & CHECKED 11 CATCH BASINS
01/25/06 AREA #2 CLEANED & CHECKED 9 CATCH BASINS
01/26/06 AREA #2 CLEANED & CHECKED 2 CATCH BASINS
01/30/06 CITYWIDE CLEANED & CHECKED 6 CATCH BASINS
TOTAL CATCH BASINS CLEANED & CHECKED ~
R:\MAINT AIN\WKCMPLETD\CATCHBAS\05.06\.JANUARY.06
CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
SERVICE ORDER REQUEST LOG
MONTH OF JANUARY, 2006
DATE '> . ....i>... '.. iiii,~.0!<</ iiii..................i I;....i..i. <) P~i!'EWORK
ii;,{".Ui<.. .......... h. !iiSti..
REC'I.) . CPN;u>LETEIl
> .i.. '....>.. '. ..
01/02/06 27525 ENTERPRISE CIRCLE CATCH BASIN CLEANING 01/02/06
01/04/06 40192 CALLE MEDUSA POTHOLES 01/04/06
01/04/06 42820 TIERRA ROBLES POTHOLES 01/04/06
01/09/06 31863 CORTE MONTECITO TREE TRIMMING 01/09/06
01/09/06 41906 REMINGTON AVENUE SIGN DOWN 01/09/06
01/12/06 RANCHO VISTA W/O CAMINO ROMO OILSPILL 01/12/06
01/12/06 27423 YNEZ ROAD TREE TRIMMING 01/12/06
01/12/06 43241 CALLE MATARO P.c.c. SPILL 01/12/06
01/13/06 MARGARITA AT AVENIDABARCA DEBRIS PICK-UP 01/13/06
01/13/06 30589 HWY 79 SO. SIGN REQUEST 01/13/06
01/13/06 RANCHO CALIFORNIA ROAD AT MARGARITA DEBRIS PICK-UP 01/13/06
01/17/06 29920 VIA SERRITO LOOSE MANHOLE COVER 01/17/06
01/17/06 YNEZ AT PAUBA DEBRIS PICK-UP 01/17/06
01/17/06 27533 MARIAN ROAD STUMP REMOVAL 01/17/06
01/17/06 29329 RANCHO CALIFORNIA ROAD SIGN DOWN 01/17/06
01/18/06 31027 CALLE ARAGON ROOT PRUNING 01/18/06
01/18/06 29725 STONEWOOD ROAD TREE RMOV AL 01/18/06
01/19/06 30332 VIA BRISA ROOT PRUNING 01/19/06
01/20/06 31880 CORTE POSITAS DEBRIS REMOVAL' 01/20/06
01/20/06 40655 CALLE TORCIDA ACREPAIR . 01/20/06
01/23/06 30342 VERONDA PLACE SIGN MISSING 01/23/06
01/23/06 29920 VIA SERRITO CLICKING MANHOLE COVER 01/23/06
01/24/06 31855 CALLE NOVELDA SIGN REPAIR 01/234/06
01/24/06 31400 VIA EDUARDO TREE TRIMMING 01/24/06
01/24/06 42430 SUVA LANE SIGN REPAIR 01/24/06
01/24/06 40385 CALLE MEDUSA STENCIL REPAIR 01/24/06 I
. ,
R:\MAINT AIN\WRKCOMPLTD\SORS\05.06\JANUAR Y.06
... ... iiHi>),'>i>>;ii)!;;; \\ Ii i.... ,'\
DATE 'P~T.EW(,)RK
REC'D ;i.g~. i)...))..;! ',i ii~ !i)..! i__...'. ...; > COMPLETED
> '.",- 'i'i>..)i; ..;X).; ....,.'
01/24/06 31928 CERCLE CHAMBERTIN TREE TRIMMING 01/24/06
01/25/06 29746 CALLE PANTANO TREE TRIMMING 01/25/06 .
01125/06 31374 CORTE TUNAS TREE REMOVAL 01/25/06
01/25/06 31278 BOCAW TREE TRIMMING 01/25/06
01/25/06 31027 CALLE ARAGON ROOT PRUNING 01/25/06
01/25/06 30360 COLINA VERDE POTHOLE 01/25/06
01/26/06 30498 IRON BARK COURT ROOT PRUNING 01/26/06
01/26/06 29379 RANCHO CALIFORNIA ROAD POTHOLE 01/26/06
01/27/06 41417 AVENIDA DE LA REINA NEW TREE 01/27/06
01/27/06 42004 DAHLIA WAY TREE LEANING 01/27/06
01/27/06 CORTE CABRERA SIGN DOWN 01/27/06
01/27/06 45323 ZUMA DRIVE TREE TRIMMING 0-1/27/06
01/27/06 33127 KENNEDY COURT GRAFFITI 01/27/06
01/30/06 OLD KENT ROAD DEBRIS PICK-UP 01/30/06
. DEBRIS PICK-UP
01/30/06 PAUBA ROAD 01/30/06
01/30/06 43340 VIA ANGELES TREE REMOVAL 01/30/06
01/31/06 32101 CORTE SOLEDAD ROOT PRUNING 01/31/06
.
.
TOTAL SERVICE ORDER REQUESTS ~ I
R:\MAINTAIN\WRKCOMPLTD\SORS\05.06\JANUARY.06
CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
SIGNS
MONTH OF JANUARY, 2006
.... <ili'I'Y..' 'Y/<[/\<:'/'. .y..y.........0.//<..Y~0j!ij1[&.I(..Y0( :;;;;;({(.(;.([;i iiY\i.i<.<..-= i.
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01/0406 REDHA WK AREA REPLACED W3-1, 8 R-26, 2 R-2c45
01/09/06 RANCHO CALIFORNIA ROAD AT COSMIC REPLACED R4-7
0]/09/06 41906 REMINGTON AVENUE REPLACED 2 R-26, W-3
01/09/06 4] 906 REMINGTON A VENUE AT DIAZ REPLACED R-26, r-I-I
01/10/06 REDHA WK AREA REPLACED R-],3 R4-7, 4 TYPE K, R-I-I
01/10/06 CITYWIDE REPAIRED 9 SIGNS
0l/U/06 REDHA WK AREA REPLACED 2 R4-7, TYPE "K", DELINEATOR.
01/11/06 DIAZ AT RANCHO WAY REPLACED WI-7
01/12/06 RYCREST AT NIGHTVIEW REPLACED R-I,SNS
0]/12/06 REDHA WK AREA . REPLACED 3 R4-7, 3 TYPE "K"
01/13/06 CITYWIDE REPAIRED 7 SIGNS
01/17/06 MARGARITA AT HARVESTON REPLACED R-7, "K' MARKER
01/17/06 REDHAWK AT OVERLAND TRAIL REPLACED R-7, "K' MARKER
0]/17/06 HWY 79 SO. AT MEADOWS REPLACED R-7, "K' MARKER
01/19/06 MEADOWS PARKWAY AT LEENA WAY REPLACED S.N.S.
01/20/06 HWY 79 SO. AT OLD TOWN FRONT INSTALLED 9 TYPE "N", w-14-1
01/23/06 DATE STREET AT KINGWOOD REPLACED R4-7, TYPE "K"
01/24/06 LA SERENA E/O WALCOTT REPLACED R26D
01/26/06 VIA NORTE AT CALLE PINA COLADA .REPLACED . R-I
01/27/06 MARGARITA N/O WINCHESTER REPLACED R-7
01/27/06 RANCHO CALIFORNIA ROAD AT MARGARITA REPLACED 9 DELINEATORS
TOTAL SIGNS REPLACED ---M
TOTAL SIGNS INSTALLED ---1Q
TOTAL SIGNS REPAIRED ....li
R:\MAJNT AIN\WKCMPLTmSIGNS\.05.06VANUARY.06
CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
STENCILS I STRIPING
MONTH OF JANUARY, 2006
TlATE\ /.ii...../i/\........\yi..y_,'/.J;/~I..,I'I/..,...~_ \.". .'.Y. .. \i
01/06/06 RANCHO VISTA AT HIGH SCHOOL REPAINTED 8 LEGENDS
OJ /11/06 AREA #2 REPAINTED 44 LEGENDS
01/13/06 AREA #1 REPAINTED 15 LEGENDS
01/24/06 BUTTERRELDSTAGEROAD REPAINTED 32 LEGENDS
01/30/06 DlAZ AT WINCHESTER REPAINTED 44 LEGENDS
01/31/06 AREA #1 REPAINTED 20 LEGENDS
.
TOTAL NEW & REPAINTED LEGENDS ~
NEW & REPAINTED RED CURB & STRIPING L.F. --.!!
R:\MAINTAIN\WRKCOMPLTD\STR1PING\05.06VANUARY
CITY OF TEMECULA
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
RIGHT-OF-WAY TREE TRIMMING
MONTH OF JANUARY, 2006
.XL ... ... > ... .1>> .. jji>i:.'j..i;W..' ....? i......;.x....>i... .......;.N.. j.i;j>TT~i 2' ." ....... 2",
i( '.. <.ii.. ....... \ ......
01/03/06 MARGARITA AT SOLANA TRIMMED 2 R.O.W. TREES
.
.
.
.
.
.
TOTAL R.O.W. TREES TRIMMED .....l
R:\MAlNTAIN\WRKCOMPLTD\TREESI05.06\JANUARY.06