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AGENDA
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
43200 BUSINESS PARK DRIVE
MAY 12, 2009 - 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.
Next in Order:
Ordinance: 09-05
Resolution: 09-39
CALL TO ORDER: Mayor Maryann Edwards
Prelude Music: Josiah Tolopilo
Invocation: Minister Anthony Garrett
Flag Salute: Council Member Naggar
ROLL CALL: Comerchero, Naggar, Roberts, Washington, Edwards
PRESENTATIONS/PROCLAMATIONS
National Public Works Week Proclamation
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 Action Minutes
RECOMMENDATION:
2.1 Approve the action minutes of April 28, 2009.
3 List of Demands
RECOMMENDATION:
3.1 Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A
City Treasurer's Report as of March 31, 2009
RECOMMENDATION:
4.1 Approve and file the City Treasurer's Report as of March 31, 2009.
Professional Services Aareement for Special Tax Administration Services
RECOMMENDATION:
5.1 Approve a professional services agreement with NBS for an annual amount not to
exceed $59,857.21 for fiscal year 2009-10 for special tax administration for the
City's Community Facilities Districts and Assessment District.
6 Edward Byrne Memorial Justice Assistance Grant
RECOMMENDATION:
6.1 Approve the Edward Byrne Memorial Justice Assistance Grant Application for a
proposed amount of $119,338.
7 Third Amendment to Contract with Meyer & Associates
RECOMMENDATION:
7.1 Approve the third amendment to the agreement with Meyer & Associates in the
amount of $27,683.50, plus 10% contingency of $2,768.
8 Replace Existina Play Structure and Surfacina at Kent Hinteraardt Memorial Park
RECOMMENDATION:
8.1 Approve the Agreement with Miracle Playground Sales in the amount of $54,995.93
plus a 10% contingency in the amount of $5,499.59 to replace playground
equipment and surface at Kent Hintergardt Memorial Park.
9 Regional Priorities for the 2009 Federal Transportation Authorization Bill
9.1 Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
SUPPORTING THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION
(RCTC) ADOPTION OF REGIONAL PRIORITIES FOR THE 2009 FEDERAL
TRANSPORTATION AUTHORIZATION BILL
10 Acceptance of certain Public Streets into the City-Maintained System within Tract Map No.
23209 (located West of Butterfield Staae Road at La Serena Way - Shea Homes)
RECOMMENDATION:
10.1 Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
ACCEPTING CERTAIN PUBLIC STREETS INTO THE CITY-MAINTAINED
SYSTEM (WITHIN TRACT NO. 23209)
11 Approval of the Bid Package and Authorization to Solicit Construction Bids for the Street
Striping Program, FY 2009-2010 - Project No. PW09-04
RECOMMENDATION:
1 1.1 Approve the bid package and authorize the Department of Public Works to solicit
construction bids for the Street Striping Program, FY 2009-2010 - Project No.
PW09-04.
12 First Amendment to a Professional Service Agreement for Geotechnical and Material
Testing Services with Geocon Inland Empire, Inc. for the Pechanga Parkway Phase II
Street Improvements - Project No. PW99-11
RECOMMENDATION:
12.1 Approve the First Amendment to the Agreement with Geocon Inland Empire Inc. for
geotechnical and materials testing services for the Pechanga Parkway Phase I I
Street Improvements Project in an amount not to exceed $61,838.10 - Project No.
PW99-11.
13 First Amendment to the Minor Maintenance Services Contract with Monteleone Contractors
for the Emergency Replacement of a Failed Storm Drain Pipe under Margarita Road -
Proiect No. PW09-05.
RECOMMENDATION:
13.1 Approve the First Amendment to the Minor Maintenance Services Contract with
Monteleone Contractors in an amount not to exceed $123,618.18 for the
Emergency Replacement of a Failed Storm Drain Pipe under Margarita Road, just
South of Rancho Vista Road - Project No. PW09-05;
13.2 Approve a contingency of $24,723.64, which is 20% of the amendment amount.
14 First Amendment to Agreement between City of Temecula and Cato Geoscience to
analyze active aggregate mining operations along the Corona/Temecula 1-15 Corridor for
the Santa Margarita Annexation EIR
RECOMMENDATION:
14.1 Approve First Amendment to Agreement for consulting services.
15 Minor Amendment to Resolution 08-112. Application to Riverside County LAFCO for the
Santa Margarita Area Annexation. Confirming that the Annexation is pursuant to the
Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000
RECOMMENDATION:
15.1 Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
AMENDING RESOLUTION NO. 08-112, "A RESOLUTION OF APPLICATION BY
THE CITY COUNCIL OF THE CITY OF TEMECULA REQUESTING THE LOCAL
AGENCY FORMATION COMMISSION TO TAKE PROCEEDINGS FOR THE
ANNEXATION OF CERTAIN UNINHABITED TERRITORY DESCRIBED HEREIN
AS THE SANTA MARGARITA AREA ANNEXATION COMPRISED OF
APPROXIMATELY 4,997 ACRES, LOCATED IMMEDIATELY SOUTHWEST OF
THE PRE-EXISTING CITY OF TEMECULA BOUNDARY LINE, WEST OF
INTERSTATE 15 AND NORTH OF THE SAN DIEGO COUNTY AND RIVERSIDE
COUNTY BOUNDARY TO THE CITY OF TEMECULA AND THE TEMECULA
COMMUNITY SERVICES DISTRICT," CONFIRMING THAT THE ANNEXATION IS
PURSUANT TO THE CORTESE-KNOX-HERTZBERG LOCAL GOVERNMENT
REORGANIZATION ACT OF 2000
TEMECULA COMMUNITY SERVICES DISTRICT MEETING
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 for the record.
CSD CONSENT CALENDAR
16 Action Minutes
RECOMMENDATION:
16.1 Approve the action minutes of April 28, 2009.
17 Second Amendment to the Roof Preventive Maintenance Services Agreement with
Tremco/Weathermoofing Technologies. Inc. for Fiscal Year 2009-2010
RECOMMENDATION:
17.1 Approve the Second Amendment with TremcoANeatherproofing Technologies, Inc.
for $27,416.00 to provide preventive roof maintenance services at the various
locations and extend the Agreement to June 30, 2010.
18 First Amendment with Computer Alert Systems, Inc.
RECOMMENDATION:
18.1 Approve the First Amendment with Computer Alert Systems, Inc. for Alarm
Monitoring, Inspection, and Repair Services in the amount of $22,700 for Fiscal
Year 2009-2010.
19 Fourth Amendment to T & T Janitorial Agreement for City Facility Janitorial Services for
Fiscal Year 2009-2010
RECOMMENDATION:
19.1 Approve the Fourth Amendment with T & T Janitorial in the amount of $84,885.96
for Janitorial Maintenance Services at the various locations and extend the
Agreement to June 30, 2010.
20 Third Amendment to Prudential Overall Supply Agreement
RECOMMENDATION:
20.1 Approve the Third Amendment with Prudential Overall Supply in the amount of
$25,000 for Uniform, Floor Mat, and Towel Cleaning/Rental Service for Fiscal Year
2009-2010.
21 Second Amendment to the Elevator Services and Monitorina Aareement with
ThvssenKrupp Elevator for Fiscal Year 2009-2010
RECOMMENDATION:
21.1 Approve the Second Amendment with ThvssenKrupp Elevator in the amount of
$15,000 for Elevator Services and Monitoring for Fiscal Year 2009-2010.
22 First Amendment with Arch Chemicals, Inc. formally Marine Biochemists for Water
Management/Maintenance Services for Fiscal Year 2009-2010
RECOMMENDATION:
22.1 Approve the First Amendment with Arch Chemicals, Inc. formally Marine
Biochemist, in the amount of $68,260 for Water Management/Maintenance Services
at the Harveston Lake Park and Temecula Duck Pond for Fiscal Year 2009-2010.
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
CSD GENERAL MANAGERS REPORT
CSD BOARD OF DIRECTORS REPORTS
CSD ADJOURNMENT
TEMECULA REDEVELOPMENT AGENCY MEETING
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 for the record.
RDA CONSENT CALENDAR
23 Action Minutes
RECOMMENDATION:
23.1 Approve the action minutes of April 28, 2009.
24 Opposition to Senate Bill 93 (Kehoe) Redevelopment: Payment for Land or Buildinas
RECOMMENDATION:
24.1 Approve the drafting of a letter of opposition to Senate Bill 39 (Kehoe) and send to
Senator Kehoe, as well as, our local legislators.
RDA EXECUTIVE DIRECTORS REPORT
RDA AGENCY MEMBERS REPORTS
RDA ADJOURNMENT
TPFA CONSENT CALENDAR
25 Minutes
RECOMMENDATION:
25.1 Approve the minutes of July 22, 2008.
26 Consideration of the adoption of an Amended and Restated Acquisition Agreement
enabling the City of Temecula to construct certain Public Improvements for Roripaugh
Ranch, including Butterfield Stage Road and Murrieta Hot Springs Road, with proceeds of
the Community Facilities District No. 03-02 (Roripaugh Ranch) Bonds
RECOMMENDATION:
26.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 09-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY OF THE CITY OF TEMECULA APPROVING THAT
CERTAIN AGREEMENT ENTITLED "AMENDED AND RESTATED ACQUISITION
AGREEMENT BY AND BETWEEN THE TEMECULA PUBLIC FINANCING
AUTHORITY AND ASHBY USA, LLC" DATED AS OF MAY 12, 2009 RELATING
TO COMMUNITY FACILITIES DISTRICT NO. 03-02 (RORIPAUGH RANCH)
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.
CITY COUNCIL BUSINESS
27 Establishment and Appointment of Subcommittee -Temecula 2030: A Quality of Life
Master Plan
RECOMMENDATION:
27.1 Establish a Quality of Life/Temecula 2030 Master Plan Subcommittee to
interview/hire consultant to facilitate the Quality of Life Master Plan process,
establish Blue Ribbon Committee, participate in the Quality of life Master Plan
process, review and approve a final Quality of Life Master Plan report prior to City
Council review;
27.2 Appoint two (2) Council Members to serve on this Subcommittee.
CITY MANAGER REPORT
CITY ATTORNEY REPORT
ADJOURNMENT
Next adjourned regular meeting: City Council Regular, Wednesday, May 20, 2009, with
commencing at 10:00 AM, City Council Chambers, 43200 Business Park Drive, Temecula,
California.
Next regular meeting:
session commencing
Temecula, California.
Tuesday, May 26, 2009, at 5:30 PM, for a Closed Session with regular
at 7:00 PM, City Council Chambers, 43200 Business Park Drive,
NOTICE TO THE PUBLIC
The agenda packet (including staff reports) will be available for viewing at the Main Reception at City Hall (43200 Business Park
Drive, Temecula) or at the Temecula Library (30600 Pauba Road, Temecula) after 4:00 PM the Friday before the City Council
meeting. At that time, the packet may as well be accessed on the City's website - www.citvoftemecula.org
Supplemental material received after the posting of the Agenda
Any supplemental material distributed to a majority of the City Council regarding any item on the Agenda, after the posting of the
Agenda, will be available for public review at the Main Reception at City Hall (43200 Business Park Drive, Temecula - 8:00 -
5:00 PM). In addition, such material will be made available on the City's web - www.cityoftemecula.org - and will be available
for public review at the respective meeting.
If you have any questions regarding any item of business on the Agenda for this meeting, please contact City Clerk's
Department - 951-694-6444.
9
PRESENTATIONS
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CONSENT CALENDAR
ITEM NO. 1
ITEM NO. 2
ACTION MINUTES
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
43200 BUSINESS PARK DRIVE
APRIL 28, 2009 - 7:00 PM
6:00 P.M. - Closed Session of the City Council/Redevelopment Agency pursuant
to Government Code Section:
1) Conference with City Attorney pursuant to Government Code Section
54956.9(a), (b) and (c). The Council will meet pursuant to Government Code
Section 54956.9(x) with respect to the following four matters of actual
litigation pertaining to the Roripaugh Ranch Project in which the City of
Temecula ("City") and Temecula Public Financing Authority ("Authority") are
defendants: (1) R.J. Noble v. Ashby USA, City, Authority et. al. (Riverside
Superior Court Case No. RIC 480922); (2) Riverside Construction Co. v. Ashby
USA, City, Authority et. al. (Riverside Superior Court Case No. RIC 484179);
(3) Utah Pacific Construction Co. Ashby USA, City, Authority et. al. (Riverside
Superior Court Case No. RIC 485802); and (4) Klaer Brittain, Inc. Ashby USA,
City, Authority et. al. (Riverside Superior Court Case No. RIC 506084).
Additionally conference with City Attorney pursuant to Government Code
Section 54956.9(b) and (c) with respect to one additional matter of potential
litigation involving the Roripaugh Ranch Project in which the City Attorney
has determined that a point has been reached where there is a significant
exposure to litigation involving the City based on existing facts and
circumstances and pursuant to Government Code Section 54956.9(c) with
respect to the same matters in which the City Council will decide whether to
initiate litigation.
2) Conference with City Attorney pursuant to Government Code Section
54956.9(b) and (c). The Council will meet pursuant to Government Code
Section 54956.9(b) with respect to two matters of potential litigation in which
the City Attorney has determined that a point has been reached where there is
a significant exposure to litigation involving the City based on existing facts
and circumstances and pursuant to Government Code Section 54956.9(c) with
respect to the same matters in which the City Council will decide whether to
initiate litigation.
Public Information concerning existing litigation between the City and various
parties may be acquired by reviewing the public documents held by the City
Clerk.
At 6:00 P.M., Council Member Roberts moved to call the Closed Session to order. The motion was
seconded by Council Member Washington and voice vote reflected approval.
The City Council meeting convened at 7:00 PM.
CALL TO ORDER: Mayor Maryann Edwards
Prelude Music: Great Oak High School Jazz Band - Jerry Burdick, Director
Invocation: Pastor Leon Franklin of the Living Word Church
Flag Salute: Council Member Comerchero
ROLL CALL: Comerchero, Naggar, Roberts, Washington, Edwards
Victims' Rights Week in Temecula
Bill Hughes Day Proclamation
Debbie Ubnoske Day Proclamation
John Meyer Day Proclamation
PUBLIC COMMENTS
The following individuals addressed the City Council Members:
• Jerry Burdick-Rutz
• Diane Pierce - representing Wal-Mart
• Roger Ziemer - representing Southwest California Legislative Council
CITY COUNCIL REPORTS
CONSENT CALENDAR
1 Standard Ordinance and Resolution Adoption Procedure - Approved Staff
Recommendation (5-0-0) - Council Member Washington made the motion; it was
seconded by Council Member Comerchero; and electronic vote reflected unanimous
approval.
RECOMMENDATION:
1.1 Motion to waive the reading of the text of all ordinances and resolutions included in
the agenda.
2
Action Minutes - Approved Staff Recommendation (5-0-0) - Council Member
Washington made the motion; it was seconded by Council Member Comerchero;
and electronic vote reflected unanimous approval.
RECOMMENDATION:
2.1 Approve the action minutes of April 14, 2009.
List of Demands - Approved Staff Recommendation (5-0-0) - Council Member
Washington made the motion; it was seconded by Council Member Comerchero;
and electronic vote reflected unanimous approval.
RECOMMENDATION:
3.1 Adopt a resolution entitled:
RESOLUTION NO. 09-35
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A
Procurement of CommVault Backup Software - Approved Staff Recommendation (5-0-0)
- Council Member Washington made the motion; it was seconded by Council
Member Comerchero; and electronic vote reflected unanimous approval.
RECOMMENDATION:
4.1 Authorize the purchase of CommVault software for the total amount of $54,282.86,
which includes applicable sales tax.
Reauthorization of the Federal Safe Routes to School (SRTS) Legislation - at the request
of Council Member Washington - Approved Staff Recommendation (5-0-0) - Council
Member Washington made the motion; it was seconded by Council Member
Comerchero; and electronic vote reflected unanimous approval.
RECOMMENDATION:
5.1 Adopt a resolution entitled:
RESOLUTION NO. 09-36
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
SUPPORTING THE REAUTHORIZATION OF THE FEDERAL SAFE ROUTES
(SRTS) LEGISLATION
Update to CalPERS Pre-Tax Payroll Deduction Plan for Service Credit Purchases -
Approved Staff Recommendation (5-0-0) - Council Member Washington made the
motion; it was seconded by Council Member Comerchero; and electronic vote
reflected unanimous approval.
RECOMMENDATION:
6.1 Adopt a resolution entitled:
RESOLUTION NO. 09-37
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING THE EMPLOYER PICKUP CALPERS PRE-TAX PAYROLL
DEDUCTION PLAN FOR SERVICE CREDIT PURCHASES (CONTRIBUTION
CODE 14)
Approval of the Plans and Specifications and Authorization to Solicit Construction Bids for
Traffic Signal Interconnect Equipment Installation - Project No. PW04-05 -Approved Staff
Recommendation (5-0-0) - Council Member Washington made the motion; it was
seconded by Council Member Comerchero; and electronic vote reflected unanimous
approval.
RECOMMENDATION:
7.1 Approve the Plans and Specifications for the project;
7.2 Authorize the Department of Public Works to solicit construction bids for Traffic
Signal Interconnect Equipment Installation, Project No. PW04-05.
Aareement for Weed Abatement Services with Inland Empire Property Services. Inc..-
Approved Staff Recommendation (5-0-0) - Council Member Washington made the
motion; it was seconded by Council Member Comerchero; and electronic vote
reflected unanimous approval.
RECOMMENDATION:
8.1 Approve an agreement with Inland Empire Property Services Inc., to provide weed
abatement services for fiscal year 2008/09 in the amount of $50,000.00.
Lease agreement with the State of California Fire Marshall for Office Space at the Overland
Administrative Training Center - Approved Staff Recommendation (5-0-0) - Council
Member Washington made the motion; it was seconded by Council Member
Comerchero; and electronic vote reflected unanimous approval.
RECOMMENDATION:
9.1 Approve the lease agreement with the State of California by and through the
Department of Forestry and Fire Protection, Office of the State Fire Marshall (CAL
Fire) for office space at the Overland Administrative Training Center (OATC) in the
amount of $17,280 for three years.
At 7:46 p.m., the City Council convened as the Temecula Community Services District and the
Redevelopment Agency. At 7:48 p.m. the City Council resumed with regular business.
PUBLIC HEARING
14 Issuance of Multi-family Housinq Revenue Bonds by the California Statewide Communities
Development Authority (CSDA) for the purpose of rehabilitating a 49-unit multi-family
residential rental facility at Creekside Apartments - Approved Staff Recommendation (5-
0-0) - Council Member Comerchero made the motion; it was seconded by Council
Member Roberts; and electronic vote reflected unanimous approval.
RECOMMENDATION:
14.1 Adopt a resolution entitled:
RESOLUTION NO. 09-38
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
APPROVING THE ISSUANCE OF MULTI-FAMILY HOUSING REVENUE BONDS
FOR THE PURPOSE OF FINANCING THE ACQUISITION AND
REHABILITATION OF THE CREEKSIDE APARTMENTS
City Planner Richardson presented the staff report (as per agenda material).
Rachael Gray Shiprin, Bettencourt Properties, Inc., provided additional clarification with this
moderate rehabilitation project.
Tony Danielson addressed the City Council.
DEPARTMENTAL REPORTS
CITY MANAGER REPORT
CITY ATTORNEY REPORT
With regard to Closed Session, City Attorney Thorson advised that there was no action to report
under the Brown Act.
ADJOURNMENT
At 7:56 p.m. the City Council meeting was formally adjourned to Tuesday, May 12, 2009, 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.
Maryann Edwards, Mayor
ATTEST:
Susan W. Jones, MMC
City Clerk
[SEAL]
ITEM NO. 3
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Genie Roberts, Director of Finance
DATE: May 12, 2009
SUBJECT: List of Demands
PREPARED BY: Pascale Brown, Accounting Manager
Leah Thomas, Accounting Specialist
RECOMMENDATION: That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA 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
List of Demands
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA ALLOWING CERTAIN CLAIMS AND
DEMANDS AS SET FORTH IN EXHIBIT A
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
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, has been reviewed by the City Manager's Office and
that the same are hereby allowed in the amount of $1,906,583.36.
Section 2. The City Clerk shall certify the adoption of this resolution.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 12th day of May, 2009.
Maryann Edwards, 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. 09- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 12th day of May, 2009, by the
following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
CITY OF TEMECULA
LIST OF DEMANDS
04/16/2009 TOTAL CHECK RUN
04/23/2009 TOTAL CHECK RUN
04/16/2009 TOTAL PAYROLL RUN:
$ 878,018.53
553,687.97
474,876.86
TOTAL LIST OF DEMANDS FOR 05/12/2009 COUNCIL MEETING: $ 1,906,583.36
DISBURSEMENTS BY FUND
CHECKS:
001
GENERAL FUND
$ 691,648.41
165
AFFORDABLE HOUSING
11,460.06
190
TEMECULA COMMUNITY SERVICES DISTRICT
261,864.10
192
TCSD SERVICE LEVEL B
67,260.36
193
TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE
76,529.89
194
TCSD SERVICE LEVEL D
1,148.12
196
TCSD SERVICE LEVEL "L" LAKE PARK MAINT.
8,875.57
197
TEMECULA LIBRARY FUND
75,774.51
210
CAPITAL IMPROVEMENT PROJECTS FUND
163,622.66
280
REDEVELOPMENT AGENCY - CIP PROJECT
14,150.34
300
INSURANCE FUND
473.82
320
INFORMATION SYSTEMS
32,473.59
330
SUPPORT SERVICES
6,120.45
340
FACILITIES
13,793.12
370
CITY 2008 COP'S DEBT SERVICE
3,425.00
473
CFD 03-1 CROWNE HILL DEBT SERVICE FUND
2,500.00
477
CFD- RORIPAUGH
586.50
001
GENERAL FUND
$ 316,047.25
165
AFFORDABLE HOUSING
7,172.35
190
TEMECULA COMMUNITY SERVICES DISTRICT
99,677.13
192
TCSD SERVICE LEVEL B
141.34
193
TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE
5,054.51
194
TCSD SERVICE LEVEL D
1,358.02
196
TCSD SERVICE LEVEL "L" LAKE PARK MAINT.
1,428.96
197
TEMECULA LIBRARY FUND
779.80
280
REDEVELOPMENT AGENCY - CIP PROJECT
3,158.27
300
INSURANCE FUND
1,217.46
320
INFORMATION SYSTEMS
26,553.95
330
SUPPORT SERVICES
3,561.02
340
FACILITIES
8,726.80
$ 1,431,706.50
474,876.86
TOTAL BY FUND:
$ 1,906,583.36
apChkLst Final Check List Page: 1
04/1612009 1:47:23PM CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
Check #
Date
Vendor
Description
1235
04/1612009
000444
INSTATAX (EDD)
State Disability Ins Payment
1236
04116/2009
000283
INSTATAX(IRS)
Federal Income Taxes Payment
1237
04116/2009
000389
NATIONWIDE RETIREMENT
OBRA- Project Retirement Payment
SOLUTION
1238
04116/2009
001065
NATIONWIDE RETIREMENT
Nationwide Retirement Payment
SOLUTION
1239
04116/2009
000246
PERS (EMPLOYEES'
PERS ER Paid Member Contr Payment
RETIREMENT)
1240 04/16/2009 010349 CALIF DEPT OF CHILD SUPPORT Support Payment
130957
04116/2009
009010
ALEXANDER PACIFIC
repair circuits: PBSP
130958
04116/2009
009033
ALLEN, STEVEN L.
photography svc:Spring Egg Hunt
130959
04116/2009
006915
ALLIE'S PARTY EQUIPMENT
equip rental: Old Town
130960 04116/2009 004240 AMERICAN FORENSIC NURSES DUI & drug screenings: Police
DUI & drug screenings: Police
April '09 stand by fees: Police
130961 04116/2009 000747 AMERICAN PLANNING APA mbrshp 07/09-6/10: Peters, M
ASSOCIATION
130962 04116/2009 001587 AMERICAN PUBLIC WORKS
ASSN.
130963 04116/2009 002648 AUTO CLUB OF SOUTHERN
CALIF
130964 04116/2009 000475 B N I PUBLICATIONS INC
APWA mbrshp 3109-2/10: Butler, G
Membership: 72238014 CP
Membership: 63295026 RT
Membership: 88552195 MW
Membership: 88552229 KH
Membership: 88552336 BW
Membership: 88552294 JK
Membership: 88552252 SS
Membership: 88551767 CA
BNI Standard Const Specs:PW
Amount Paid
21,841.04
82,971.32
2,315.10
19,377.60
125,102.14
25.00
2,550.00
300.00
555.76
495.00
45.00
1,200.00
322.00
181.25
47.00
76.00
47.00
47.00
47.00
47.00
47.00
47.00
637.11
Check Total
21,841.04
82,971.32
2,315.10
19,377.60
125,102.14
25.00
2,550.00
300.00
555.76
1,740.00
322.00
181.25
405.00
637.11
Page:1
apChkLst
Final Check List
Page: 2
04116/2009
1:47:23PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
130965
04116/2009
011666
BPS TACTICAL INC
ballistic vest covers: Police
929.81
929.81
130966
04116/2009
003466
BASKETS & BALLOONS TOO!
balloon decoraticns:Spring Egg Hunt
572.42
572.42
130967
04116/2009
012583
BLANCAY PRICE
Apr Landscape Plan Ck Svc: Planning
1,470.00
1,470.00
130968
04116/2009
009082
C B C TECHNICAL INC
Lighting:Rhythms Teen Dance 1117
198.78
198.78
130969
04116/2009
006908
C C & COMPANY INC
entertainment:High Hopes 413
275.00
275.00
130970
04116/2009
003138
CAL MAT
PW patch truck materials
193.74
PW patch truck materials
262.09
PW patch truck materials
770.39
PW patch truck materials
392.21
PW patch truck materials
670.85
PW patch truck materials
515.69
PW patch truck materials
675.38
PW patch truck materials
195.54
3,675.89
130971
04116/2009
004228
CAMERON WELDING SUPPLY
Helium tanks rentallrefill:TCSD
42.96
42.96
130972
04116/2009
008644
CANTRELL, ROGER, AIA, AICP
Mar architectural svcs: Planning
1,976.00
1,976.00
130973
04116/2009
004006
CARROLL, JOSEPH
Photography Svcs: City Council
950.80
950.80
130974
04116/2009
012180
CAWLEY, MARILYN
refund:sec dep:rm rental:CRC
150.00
150.00
130975
04116/2009
009640
CERTIFION CORPORATION
Mar invstg database subsc:Police
150.00
150.00
130976
04116/2009
012826
CERVANTES, SONIA
refund:sec dep:rm rental:CRC
150.00
refund:rm rental:CRC
19.00
169.00
130977
04116/2009
000137
CHEVRON AND TEXACO
City vehicles fuel: Police
1,244.85
1,244.85
130978
04116/2009
004609
CINTAS DOCUMENT
Mar doc shred srvcs: CC/Police
122.50
122.50
MANAGEMENT
130979
04116/2009
004405
COMMUNITY HEALTH CHARITIES Community Health Charities Payment
116.00
116.00
Paget
apChkLst
Final Check List
Page: 3
04116/2009
1:47:23PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
130980
04116/2009
006303
CONDUIT NETWORKS, INC
audiovisual svcs: Library
289.50
289.50
130981
04116/2009
012353
CONSTRUCTION TESTING
Feb geotech svc: Civic Ctr
1,296.00
1,296.00
130982
04116/2009
001264
COSTCO WHOLESALE
vehicle maint supplies: Stn 84
242.14
242.14
130983
04116/2009
012585
DATASPAN INC
power generator: Library
55,491.79
55,491.79
130984
04116/2009
002990
DAVID TURCH & ASSOCIATES
Apr federal lobbyist svc: CM
3,500.00
3,500.00
130985
04116/2009
012828
DESIGNER DASH & DOOR
refund:no permit regd:B09-0504
409.50
409.50
SYSTEMS
130986
04116/2009
003945
DIAMOND ENVIRONMENTAL
portable restrooms:City Clean-Up
79.88
79.88
SRVCS
130987
04116/2009
003754
DOWNTOWN R & D CENTER
1 yr subscr:Downtown Idea Exchange
206.50
206.50
130988
04116/2009
012217
DUDEK
Mar consulting srvcs: Planning
1,170.00
1,170.00
130989
04116/2009
001669
DUNN EDWARDS CORPORATIO
N graffiti removal supplies:PW Maint
141.70
141.70
130990
04116/2009
002390
EASTERN MUNICIPAL WATER
95366-02 Diego Dr Ldscp
109.19
109.19
DIST
130991
04116/2009
004829
ELLISON WILSON ADVOCACY
Apr state lobbyist svc: CM
3,500.00
3,500.00
LLC
130992
04116/2009
012829
EPIC FIRE PROTECTION
refund:inspectfees:F09-0075
334.00
334.00
130993
04116/2009
003665
EXCEL COMMERCIAL
Mar long distance phone svcs
53.04
53.04
130994
04116/2009
009953
FEDERAL CLEANING
Apr janitorial svcs: PD mall office
625.00
625.00
CONTRACTORS
130995
04116/2009
001511
FIELDMAN ROLAPP &
Mar financial srvcs:roripaugh cfd 03-02
586.50
586.50
ASSOCIATES
130996
04116/2009
011967
FULL VALUE ENTERTAINMENT
sttlmnt: Battle of the Bands 413
462.00
462.00
Page:3
apChkLst
0411612009 1:47:23PM
Bank : union UNION BANK OF CALIFORNIA
Check # Date Vendor
130997 04116/2009 007866 G C S SUPPLIES INC
Final Check List
CITY OF TEMECULA
(Continued)
Description
toner cartridges: Info Sys
130998
04116/2009
010326
G E MOBILE WATER, INC
exchange osmosis washer:Stn 73
130999
0411612009
000177
GLENN IES OFFICE PRODUCTS
Office Supplies: Info Sys
INC
Office Supplies: Info Sys
Office Supplies: Fire
Office Supplies: MPSC
Office Supplies: Finance
Office Supplies: TCSD
Office Supplies: Paramedics
Office Supplies: PW
Office Supplies: City Clerk
Office Supplies: TV Museum
Office Supplies: Theater
Office Supplies: Code Enf
131000
04116/2009
009608
GOLDEN VALLEY MUSIC
sttlmnt: Beethoven Spectacular 414
SOCIETY
131001
0411612009
002174
GROUP 1 PRODUCTIONS
video svcs: State of the City
131002
0411612009
005311
H2O CERTIFIED POOL WATER
Mar pool maint: CRC/TES
SPCL.
131003
04116/2009
000186
HANKS HARDWARE INC
Hardware supplies: PWMaint
131004
04116/2009
001135
HEALTH POINTE MEDICAL
GROUP INC
131005
04116/2009
001517
HORIZON HEALTH
131006 04116/2009 000194 1 C M A RETIREMENT-PLAN
303355
Hardware supplies: CRC
Hardware supplies: Library
Hardware supplies: Ch Museum
Hardware supplies: Aquatics
Hardware supplies: TCC
Hardware supplies: Theater
Hardware supplies: City Hall
Hardware supplies: Maint Facility
Hardware supplies: Vail Rnch Pkwy
Hardware supplies: PW Traffic
Hardware supplies: B&S
pre-employment physicals: HR
Apr employee asst pgrm: HR
I C M A Retirement Trust 457 Payment
Amount Paid
215.33
124.99
72.14
82.01
1,015.35
432.61
201.48
2,428.95
118.48
141.28
21.52
93.62
24.11
107.24
1,506.61
9,000.00
900.00
77.84
212.27
55.55
143.41
4.82
2.78
77.55
351.25
156.23
584.94
386.81
76.96
85.00
858.00
8,751.86
Page: 4
Check Total
215.33
124.99
4,738.79
1,506.61
9,000.00
900.00
2,130.41
85.00
858.00
8,751.86
Page-.4
apChkLst
04116/2009
1:47:23PM
Final Check List
CITY OF TEMECULA
Page: 5
Bank :
union UNION BANK OF CALIFORNIA (Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131007
04116/2009
006914
INNOVATIVE DOCUMENT
fax supplies: Central Services
258.83
SOLUTIONS
sales tax Feb copier usage:Library
37.67
296.50
131008
04116/2009
003266
IRON MOUNTAIN OFFSITE
Mar tape storage: CC/Records
834.03
834.03
131009
04116/2009
000548
KIPLINGER LETTER, THE
1 yr subscr:Kiplinger Ca Ltr MN
84.00
84.00
131010
04116/2009
008715
KRAMER FIRM INC
Apr Cnslt Svcs: Planning
2,000.00
Feb Cnslt Svcs: Planning
4,000.00
6,000.00
131011
04116/2009
001085
L N CURTIS & SONS
fire rescue equip: Stn 84
383.42
383.42
131012
04116/2009
003605
LAKE ELSINORE STORM
Excursion:Storm Game 615109
300.00
credit: deposit paid to hold tickets
-30.00
270.00
131013
04116/2009
011022
LATITUDE GEOGRAPHICS
Geocortex Software: Info Sys
1,450.00
1,450.00
GROUP LTD
131014
04116/2009
004905
LIEBERT, CASSIDY& WHITMORE
Feb HR legal svcs for TE060-09
991.00
Feb HR legal svcs for TE060-01
1,713.70
2,704.70
131015
04116/2009
003726
LIFE ASSIST INC
Medical Supplies: Paramedics
1,421.94
1,421.94
131016
04/1612009
004141
MAINTEX INC
misc custodial supplies: TCSD
99.91
99.91
131017
04116/2009
004803
MAPLOGIC CORPORATION
MapLogic software maint:Info Sys
625.00
625.00
131018
04116/2009
000217
MARGARITA OFFICIALS ASSN
Mar officiating svcs: TCSD
4,725.00
4,725.00
131019
04116/2009
006571
MELODY'S AD WORKS INC.
marketing/PR expenses:Old Town
487.50
marketing/PR expenses:Old Town
18.90
506.40
131020
04116/2009
012580
MINUTEMAN PRESS
Business Cards:Mcclanahan/Schuma
90.74
Business Cards:Jackson/Clark
90.74
181.48
131021
04116/2009
007705
MITCHELL, DANIEL
refund:sec dep:TCC
150.00
150.00
131022
04116/2009
001868
MIYAMOTO-JURKOSKY, SUSAN
TCSD Instructor Earnings
303.80
A.
TCSD Instructor Earnings
434.00
737.80
131023
04116/2009
001892
MOBILE MODULAR
Apr modular bldg rental:TCC1OAC
832.41
832.41
Pagea
apChkLst
Final Check List
Page: 6
04116/2009
1:47:23PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA (Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131024
04116/2009
009443
MUNYON, DENNIS G.
parking license agrmnt:Old Town
2,375.00
2,375.00
131025
04116/2009
001986
MUZAK-SOUTHERN CALIFORNIA
Apr On hold music:phone system
101.18
101.18
131026
04116/2009
002925
NAPA AUTO PARTS
Auto parts & supplies:Fire Prevention
33.69
33.69
131027
04116/2009
008820
NEIGHBORS NEWSPAPER
Mar advertising:blugrassfest 312009
250.00
250.00
131028
04116/2009
009570
O O B REPROGRAPHICS
Mar reprographic srvcs:PW CIP Prjts
177.23
177.23
131029
04116/2009
002105
OLD TOWN TIRE & SERVICE
City Vehicle Maint Svcs:PW Maint
36.27
City Vehicle Maint Svcs:PW Maint
312.13
City Vehicle Maint Svcs:PW Land Dev
36.27
City Vehicle Maint Svcs:PW Land Dev
36.27
City Vehicle Maint Svcs:PW Traffic Div
388.12
809.06
131030
04116/2009
003955
PANE CONSULTING SERVICE
Business magnet:eco dev
829.69
(PCs)
add'I sales tax:business magnetsleco
2.72
832.41
131031
04116/2009
001958
PERS LONG TERM CARE
PERS Long Term Care Payment
377.54
377.54
PROGRAM
131032
04116/2009
004529
QUAID TEMECULA HARLEY-
Mar veh repairlmaint:police motorcycles
4,909.95
4,909.95
DAV I DSON
131033
04116/2009
011952
RAD HATTER, THE
entertainment:family fun night 4117
330.00
330.00
131034
04116/2009
000262
RANCHO CALIF WATER DISTRICT
Mar 01-05-11040-1 FOC Bldg
119.01
Mar 01-05-11037-1 City Hall
448.81
Mar 01-06-99000-14 28640 pujol st
7.08
Mar 01-06-26305-0 Old Town Front St
106.49
Mar 01-06-86789-0 1st st mitigation
14.16
Mar 01-08-00035-0 30765 tem pkwy
53.40
Mar-Apr 01-00-93012-1 28582 harveston
968.04
Mar 01-06-65070-1 comm theater
360.64
Mar 01-06-66000-3 childrens museum
18.22
Mar 01-31-61237-2 calle elenita
28.30
various water meters:tcsd
4,183.71
Mar 01-06-68615-0 28910 pujol st
23.61
6,331.47
131035
04116/2009
000907
RANCHO TEMECULA CAR WASH
Mar veh. detailing srvcs:var City depts
136.50
136.50
Page6
apChkLst
Final Check List
Page: 7
04116/2009
1:47:23PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131036
04116/2009
012288
RENT A CENTER #4086
Furniture rental:teen dance 4118109
216.68
216.68
131037
04116/2009
002110
RENTAL SERVICE
equip rental: PW Maint
91.22
CORPORATION
equip rental: PW Maint
14.05
105.27
131038
04116/2009
000352
RIVERSIDE CO ASSESSOR
Mar assessor maps: B&S Dept
12.00
12.00
131039
04116/2009
001365
RIVERSIDE COUNTY OF
renew permit:city hall
663.00
663.00
131040
04116/2009
006815
SAN DIEGO, COUNTY OF
Support Payment
12.50
12.50
131041
04116/2009
009980
SANBORN, GWYN
Country @ the Merc 414109
630.00
Country @ the Merc 4111109
412.50
1,042.50
131042
04116/2009
010089
SECURITAS SECURITY SRVCS
Mar security srvcs:Harveston Lake
3,228.75
3,228.75
USA
131043
04116/2009
008529
SHERIFF'S CIVIL DIV - CENTRAL
Support Payment
367.63
367.63
131044
04116/2009
008529
SHERIFF'S CIVIL DIV - CENTRAL
Support Payment
200.00
200.00
131045
04116/2009
008529
SHERIFF'S CIVIL DIV - CENTRAL
Support Payment
100.00
100.00
131046
04116/2009
009213
SHERRY BERRY MUSIC
Jazz @ the Merc 419109
441.00
441.00
131047
04116/2009
000645
SMART & FINAL INC
Misc supplies:theater
33.94
33.94
131048
04116/2009
012121
SMILES 4 KYLEE CHILDRENS
refund:sec dep:marg comm park
150.00
150.00
FUND
131049
04116/2009
000824
SO CALIF ASSN OF
ann'I gen.assbly mtg: 517 B. Johnson
50.00
50.00
GOVERNMENTS
131050
04116/2009
000374
SO CALIF EDISON
u1g srvc to 2 irrig. pedestals:pech pkwy
251.62
251.62
Page:?
apChkLst
Final Check List
Page: 8
04116/2009
1:47:23PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA (Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131051
04116/2009
000537
SO CALIF EDISON
2-05-791-8807 various mtrs:tcsd
9,430.60
2-29-974-7899 Ynez Rd LS-3
98.01
2-10-331-2153 TCC
893.24
2-02-351-5281 CRC
3,023.20
2-30-066-2889 Rancho Vista PED
15.98
2-30-608-9384 28582 harveston
303.49
2-28-171-2620 Police Mall Stn
721.88
2-29-479-2981 Temecula Pkwy
89.92
2-01-202-7330 various mtrs
67,149.91
2-31-031-2590 28301 ranch cal rd
43.34
2-20-798-3248 C. Museum
830.22
82,599.79
131052
04116/2009
012252
SOUND SKILZ ENTERTAINMENT
DJ/sound srvcs:Teen Dance 4/18/09
900.00
900.00
INC
131053
04116/2009
000519
SOUTH COUNTY PEST CONTROL
Mar pest control srvcs:city facilities
541.00
INC
Apr pest control srvcs:fire stn 92
42.00
Apr pest control srvcs:fire stn 73
48.00
631.00
131054
04116/2009
012652
SOUTHERN CALIFORNIA
Apr gen phone usage:pbsp
81.33
Apr gen phone usage:police mall stn
36.51
117.84
131055
04116/2009
005786
SPRINT
Feb 26-Mar 25 cellular usage/equip
4,916.98
4,916.98
131056
04116/2009
009500
TEMEC ELECTRONICS, INC
Misc tools & equipment: PW Traffic Div
211.52
Misc tools & equipment: PW Traffic Div
279.88
491.40
131057
04116/2009
012265
TEMECULA ACE HARDWARE C/O
Mar Misc Supplies:Parks
72.57
72.57
131058
04116/2009
010679
TEMECULA AUTO
City veh repair/maint:fire prevention
819.93
REPAIR/RADIATOR
City veh repair/maintAre prevention
1,063.37
1,883.30
131059
04116/2009
011664
TEMECULA UNITED METHODIST
refund:sec dep & crc rental
519.00
519.00
CHRC
131060
04116/2009
000515
TEMECULA VALLEY CHAMBER
State/City Addr:C. DeHart 419/09
40.00
40.00
OF
131061
04116/2009
010046
TEMECULA VALLEY
Feb'09 Bus. Imprv District Asmnts
35,878.94
35,878.94
CONVENTION &
131062
04116/2009
005970
TEMECULA VALLEY PLAYERS
Living Last Supper April '09 production
1,101.99
1,101.99
131063
04116/2009
003941
TEMECULA WINNELSON
Plumbing supplies:crc/var parks
441.82
441.82
COM PANY
Page:B
apChkLst
Final Check List
Page: 9
04116/2009
1:47:23PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131064
04116/2009
003862
THYSSENKRU PP
Elevator maint srvcs: City facilities
2,040.00
2,040.00
ELEVATOR.BRNCH 37
131065
04116/2009
000668
TIMMY D PRODUCTIONS INC
DJ: Middle School Dance 4110
450.00
450.00
131066
04116/2009
012626
TOMSETH, DIANA H.
TCSD Instructor Earnings
654.50
654.50
131067
04116/2009
012827
TORAL, JENNIFER
refund:sec dep:CRC rental
400.00
400.00
131068
04116/2009
010276
TW TELECOM
Apr high speed internet:city hall
183.38
Apr high speed internet:FS#92
44.95
228.33
131069
04116/2009
005460
U S BANK
Admin Fees:COP 2008
3,425.00
Admin Fees:Crowne Hill CFD 03-1
2,500.00
5,925.00
131070
04116/2009
008517
UNITED SITE SERVICES OF
3126-4122 fence rental:Main St Bridge
26.40
26.40
CA,INC
131071
04116/2009
000325
UNITED WAY
United Way Charities Payment
36.00
36.00
131072
04116/2009
004261
VERIZON
xxx-7562 irrigation controller
36.98
xxx-6812 General usage
87.93
xxx-1941 PTA CD TTACSD
70.08
xxx-1341 Theater
871.65
xxx-2372 Wlf Crk Irrg Cntrl
35.04
xxx-6400 general usage
576.37
xxx-0682 Civic Center Camera
91.88
xxx-8900 GIS Library
837.02
xxx-4200 general usage
1,155.35
xxx-6620 general usage
33.92
xxx-1540 Old Town Prk Lot
87.80
xxx-7530 GIS Library
414.48
xxx-5180 79S Irrg Cntr
37.80
xxx-5072 general usage
1,475.81
5,812.11
131073
04116/2009
004848
VERIZON SELECT SERVICES INC Apr long distance phone Svcs
176.77
Apr long distance phone svcs
786.54
963.31
131074
04116/2009
000621
WESTERN RIVERSIDE COUNCIL
Mar'09TUMF Payment
286,497.32
286,497.32
OF
131075
04116/2009
008402
WESTERN RIVERSIDE COUNTY
Mar'09 MSHCP payment
27,707.46
27,707.46
131076
04116/2009
000230
WILLDAN FINANCIAL SERVICES
Apr-Jun assessment eng srvcs:csd
5,633.30
5,633.30
Page9
apChkLst
0411612009 1:47:23PM
Bank : union UNION BANK OF CALIFORNIA
Check # Date Vendor
131077 04116/2009 010193 WOOLSTENHULME, LUCIA
Final Check List
CITY OF TEMECULA
(Continued)
Description
TCSD Instructor Earnings
Amount Paid
33.60
Grand total for UNION BANK OF CALIFORNIA:
Page: 10
Check Total
33.60
878,018.53
Page:10
apChkLst Final Check List Page: 11
0411612009 1:47:23PM CITY OF TEMECULA
127 checks in this report.
Grand Total All Checks:
878,018.53
Page:11
apChkLst
Final Check List
Page: 1
0412312009
12:02:53PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
Check #
Date
Vendor
Description
Amount Paid
Check Total
131078
04123/2009
012842
ABUDO, EDWARD
refund:prkg cite #66983
10.00
10.00
131079
04123/2009
012830
ALMARAZ, OLIVIA & SERGIO
refund:kitchen rental:crc
59.00
59.00
131080
04123/2009
012603
ASPEN SANTA FE BALLET
perform ance:th eater 511 & 512
15,000.00
15,000.00
131081
04123/2009
011961
AT&T MOBILITY
51181407013465:cell phone usage
192.37
192.37
131082
0412312009
003466
BASKETS & BALLOONS TOO!
promotional baskets:eco dev
40.95
40.95
131083
04123/2009
005665
BLACK'S TOWING
auto towing svcs:temecula police
190.00
190.00
131084
04123/2009
003048
BOYS & GIRLS CLUB
refund:c. museum admission
37.25
37.25
131085
04123/2009
000154
C S M F O
csmfo:pci compliance wkshp:JC:5114
25.00
25.00
131086
04123/2009
003138
CAL MAT
asphalt materials:PW Maint
260.79
260.79
131087
0412312009
000638
CALIF DEPT OF CONSERVATION
2009 1st Qtr pmt:strong motion
3,789.19
3,789.19
131088
04123/2009
004248
CALIF DEPT OF JUSTICE-
Mar:blood & alcohol analysis:police
1,190.00
1,190.00
ACCTING
131089
04123/2009
004228
CAMERON WELDING SUPPLY
Helium tanks rentallrefill:TCSD
42.96
42.96
131090
04123/2009
004971
CANON FINANCIAL SERVICES,
Apr Copier Lease:City Facilities
4,744.84
4,744.84
INC
131091
04123/2009
004609
CINTAS DOCUMENT
document shred svcs:city fac
22.50
22.50
MANAGEMENT
131092
04123/2009
000442
COMPUTER ALERT SYSTEMS
install alarm horns:west wing
800.00
800.00
131093
04123/2009
006303
CONDUIT NETWORKS, INC
Shoregear Software/Support: Is
7,774.53
phone equip:civic ctr
979.00
8,753.53
131094
04123/2009
006662
COPIES & MORE
Tern CAPV sign:CAP vehicle
81.57
81.57
Page:1
apChkLst
Final Check List
Page: 2
04123/2009
12:02:53PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131095
04/23/2009
003962
DAVID NEAULT ASSOCIATES INC Mar Indscp insp svc:Pechanga Pkwy
2,612.50
2,612.50
131096
04123/2009
012831
DIAZ, ARMANDO
refund:sec dep:crc
400.00
400.00
131097
04123/2009
004192
DOWNS COMMERCIAL FUELING
Fuel for City vehicles: TCSD
1,389.09
INC
fuel for city vehicles: PW Maint
893.60
fuel for city vehicles: PW Lnd Dv
317.41
Fuel for City vehicles: B&S
170.27
Fuel for City vehicles: Code Enf
151.36
fuel for city vehicles: PW CIP
135.20
fuel for city vehicles: PW Traffic
102.17
Fuel for City vehicles: Police
30.16
3,189.26
131098
04123/2009
002528
EAGLE GRAPHIC CREATIONS
recog mugs:HR:new empl pgrm
17.62
17.62
INC
131099
04123/2009
007319
EAGLE ROAD SERVICE & TIRE
equip repair/maint:PW
272.93
272.93
INC
131100
04123/2009
002390
EASTERN MUNICIPAL WATER
insp fees:old town infra:pw06-07
855.36
855.36
DIST
131101
04123/2009
002390
EASTERN MUNICIPAL WATER
Apr:39569 seraphina rd
273.10
273.10
DIST
131102
0412312009
001056
EXCEL LANDSCAPE
Mar Idscp maint: sprts prks/schools
43,040.00
Mar Idscp maint: South Slopes
41,885.00
Mar Idscp maint: North Slopes
28,494.00
Mar Idscp maint: sprts prks/schools
14,987.00
Mar Idscp maint: City Facilities
9,685.00
138,091.00
Paget
apChkLst
Final Check List
Page: 3
04123/2009
12:02:53PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date Vendor
Description
Amount Paid
Check Total
131103
04123/2009 003347
FIRST BANKCARD CENTER
001590
CALIF REDEVELOPMENT ASSN
RJ '09 CRA conf 514-9:Watson, L
1,100.00
001590
CALIF REDEVELOPMENT ASSN
RJ '09 CRA conf 5/4-9: Richardson, P
1,100.00
001590
CALIF REDEVELOPMENT ASSN
RJ '09 CRA conf 514-9: LW/PR
1,100.00
012841
AMERICAN COUNCIL OF
RJ '09 Calif Env Quality/CEQA guides
213.70
006952
PAYPAL
TT Verisign Payflow Pro Transaction
91.90
000515
TEMECULA VALLEY CHAMBER
RJ State/City Addr: Commissioners
80.00
OF
011999
CONFERENCE MANAGER.COM
RJ conference call: Waterpark
29.09
011999
CONFERENCE MANAGER.COM
RJ conference call: Waterpark
17.10
011999
CONFERENCE MANAGER.COM
RJ conference call: Waterpark
11.92
011999
CONFERENCE MANAGER.COM
RJ conference call: Mercedes Benz
11.39
011999
CONFERENCE MANAGER.COM
RJ conference call: Mercedes Benz
5.26
011999
CONFERENCE MANAGER.COM
RJ conference call: Mercedes Benz
0.53
001590
CALIF REDEVELOPMENT ASSN
RJ '09 CRA conf 514-9:Watson, L
-1,100.00
001590
CALIF REDEVELOPMENT ASSN
RJ '09 CRA conf 514-9: Richardson, P
-1,100.00
1,560.89
131104
04123/2009 010493
FOREST CITY COMMERCIAL
Apr:lease pmt:police mall storefront
1,458.33
1,458.33
MGMT
131105
04123/2009 006531
FORMOE, GARY
Reimb:CABEC/CEPE mb renewals
245.00
245.00
131106
04123/2009 011145
FOSTER, JILL C.
TCSD instructor earn:easter cookies
105.00
105.00
131107
04123/2009 011967
FULL VALUE ENTERTAINMENT
settlmnt:merc:battle of bands:4110
409.50
409.50
131108
04123/2009 001937
GALLS INC
activewear & uniforms:motor uniforms
581.74
activewear & uniforms:motor uniforms
262.64
844.38
131109
04123/2009 012066
GEOCON INLAND EMPIRE INC
SVCS 1/26/09- 2122/09
40,708.50
credit: inv exceeds contract amt
-5,235.60
35,472.90
131110
04123/2009 012391
GOODNOUGH, KIM
refund:sec dep:crc
150.00
150.00
131111
04123/2009 000186
HANKS HARDWARE INC
Hardware supplies: TCSD Parks
724.95
Hardware Supplies: Fire
627.21
Hardware supplies: PW Old Town
225.16
1,577.32
Page:3
apChkLst
04123/2009
12:02:53PM
Final Check List
CITY OF TEMECULA
Page: 4
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131112
04123/2009
003198
HOME DEPOT, THE
misc supplies:old town maint
113.70
113.70
131113
04123/2009
001186
IRWIN, JOHN
TCSD instructorearn:balirm dance
269.50
269.50
131114
04123/2009
001091
KEYSER MARSTON ASSOCIATES Mar:consulting svcs:housing 07-08
4,493.86
INC
Mar:consulting svcs:real estate econ
3,814.85
8,308.71
131115
04123/2009
006302
KIDZ LOVE SOCCER, INC
Mar:TCSD instruct earn:mom/dad
545.30
Mar:TCSD instruct earn:soccer 1
487.90
Mar:TCSD instruct earn:soccer 1
315.70
Mar:TCSD instruct earn:mom/dad
229.60
Mar:TCSD instruct earn:pre-soccer
200.90
Mar:TCSD instruct earn:pre-soccer
200.90
Mar:TCSD instruct earn:tot soccer
143.50
Mar:TCSD instruct earn:tot soccer
114.80
Mar:TCSD instruct earn:soccer 3
114.80
Mar:TCSD instruct earn:pre-soccer
86.10
Mar:TCSD instruct earn:soccer 2
86.10
Mar:TCSD instruct earn:soccerz
86.10
2,611.70
131116
04123/2009
012843
LAPIO, DIANE L.
refund:prkg cite #55626
55.00
55.00
131117
04123/2009
004998
LINFIELD SCHOOL
refund:sec dep:crc
150.00
150.00
131118
04123/2009
002634
LITELINES INC
repair/maint:lights @ harveston
114.19
114.19
131119
04123/2009
004813
M & J PAUL ENTERPRISES INC
jolly jump rental:spring egg hunt 4111
185.00
jolly jump rental:spring egg hunt 4111
185.00
jolly jump rental:spring egg hunt 4111
185.00
jolly jump rental:spring egg hunt 4111
185.00
740.00
131120
04123/2009
004141
MAINTEX INC
misc custodial supplies:library
1,672.37
1,672.37
131121
04123/2009
012844
MANCILLAS, ROBERT FIDEL
refund:prkg cite #68707 dismissed
300.00
300.00
131122
0412312009
007210
MIDORI GARDENS
Mar landscp svcs: Parks
70,105.00
70,105.00
131123
04123/2009
004951
MIKE'S PRECISION WELDING
welding svcs:crc door
95.00
95.00
INC.
131124
04123/2009
004002
MILNER SIGNS
FIP:Truax Dev:newsigns:old town
4,323.55
4,323.55
Page-.4
apChkLst
Final Check List
Page: 5
04123/2009
12:02:53PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA (Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131125
04123/2009
005006
NBS GOVERNMENT FINANCE
Revenues wrkshp: 614109 R.G.ID.B.
170.00
170.00
GROUP
131126
04/2312009
008528
NICHOLS, MELBURG & ROSETTO
Feb Eng Srvcs:Civic Center
47,866.21
Feb Dsgn:Old Town Infrastructure
20,748.40
68,614.61
131127
04123/2009
009337
NOLTE ASSOCIATES INC
2120-3119109 Eng Srvcs:Bridge Realign
3,031.09
3,031.09
131128
0412312009
002139
NORTH COUNTY TIMES
Mar Advertising: Theater Events
819.90
819.90
131129
04/2312009
002105
OLD TOWN TIRE & SERVICE
City Vehicle Maint Svcs:City Pool Veh.
2,967.86
City Vehicle Maint Svcs: Police
36.57
City Vehicle Maint Svcs:TCSD
36.57
3,041.00
131130
04123/2009
004538
PAULEY EQUIPMENT COMPANY
City veh repair & maint:police
147.75
City veh repair & maint:police
104.74
252.49
131131
04123/2009
012833
PC MALL GOV, INC.
1 yr subscrlanti-virus software:I.S.
1,835.16
1,835.16
131132
04123/2009
012832
PELAK, CAROL L.
refund:sec dep:crc pool
150.00
150.00
131133
04123/2009
002498
PETRA GEOTECHNICAL INC
Feb geotech srvcs:liefer rd
1,955.00
1,955.00
131134
04/2312009
000249
PETTY CASH
Petty Cash Reimbursement
432.11
432.11
131135
04123/2009
011660
PLANNET CONSULTING
Mar consult srvcs: Civic Cntr Master
135.63
135.63
131136
04123/2009
010338
POOL & ELECTRICAL PRODUCTS
Pool chemicals:csd maint
420.24
420.24
INC
131137
04123/2009
000253
POSTMASTER
Express Mail & Postal Svcs
80.87
80.87
131138
04123/2009
000254
PRESS ENTERPRISE COMPANY
Mar advertising:Spring egg huntlcsd
568.40
568.40
INC
131139
04123/2009
008856
PROFIT SYSTEMS, INC.
fy 09110 eventpro renewal agrmnt
530.00
530.00
131140
04123/2009
003697
PROJECT DESIGN
2116-3115 Dsgn Srvcs:Murr. Crk Br1Ovrlnd
24,996.23
24,996.23
CONSULTANTS
131141
04123/2009
005075
PRUDENTIAL OVERALL SUPPLY
Mar FlrMtslUniform/Twl Rentals:Cty Facs
1,662.23
1,662.23
Pagea
apChkLst
Final Check List
Page: 6
04123/2009
12:02:53PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA (Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131142
04123/2009
009725
RAZAVI, MANDIS
TCSD Instructor Earnings
492.80
492.80
131143
04123/2009
000271
RBF CONSULTING
Feb eng srvcs:1-15/SR-79 Ult. Intrchg
15,419.85
15,419.85
131144
04123/2009
000353
RIVERSIDE CO AUDITOR
Mar'09 parking citation assessments
13,912.82
Feb '09 parking citation assessments
12,087.25
26,000.07
131145
04123/2009
002226
RUSSO, MARY ANNE
TCSD Instructor Earnings
805.00
805.00
131146
04123/2009
000277
S & S ARTS & CRAFTS INC
Misc supplies:movies in the park
223.17
223.17
131147
04123/2009
012665
SAFE-ENTRY TECHNICAL INC
equipment maint: Stn 92
105.35
105.35
131148
04123/2009
012845
SEVY, ANDREW
refund:prkg cite #70651 dismissed
25.00
25.00
131149
04123/2009
004534
SKYTERRA
Mar Eoc Satellite Phone Srvcs:Cm/Fire
144.94
Feb Eoc Satellite Phone Srvcs:Cm/Fire
144.94
289.88
131150
04/23/2009
000645
SMART & FINAL INC
Misc supplies: F.I.T. Pgrm
71.84
Misc supplies:FAM pgrm
29.35
101.19
131151
04/23/2009
000537
SO CALIF EDISON
Apr 2-27-560-0625 Deerhollow Way
2,964.69
Apr 2-26-887-0789 various mtrs
1,414.97
Apr 2-30-296-9522:31035 rncho vista
347.09
Apr 2-29-974.7568 Ynez Rd TC-1
104.68
Apr 2-28-397-1315 Redhawk Pkwy
19.16
4,850.59
131152
04123/2009
001212
SO CALIF GAS COMPANY
Apr 055-475.6169-5 PBSP
171.15
Apr 015-575-0195-2:FS#92
151.06
322.21
131153
04123/2009
000519
SOUTH COUNTY PEST CONTROL
pest control srvcs:Avenida SanomalMarg.
84.00
84.00
INC
131154
04123/2009
006145
STENO SOLUTIONS
Mar transcription srvcs:Police
2,006.88
2,006.88
TRANSCRIPTION
131155
04123/2009
000305
TARGET BANK BUS CARD SRVCS
Misc supplies:parent & me pgrm
68.31
Misc supplies:tiny tot pgrm
30.35
98.66
131156
04123/2009
012265
TEMECULA ACE HARDWARE CIO
Misc Supplies:Var. Parks
26.90
26.90
131157
04123/2009
010848
TEMECULA PLANTSCAPE
Apr plantscape srvcs:library
200.00
200.00
Page6
apChkLst
04123/2009
12:02:53PM
Final Check List
CITY OF TEMECULA
Page: 7
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131158
04123/2009
000515
TEMECULA VALLEY CHAMBER
State/City addr:F.Hogan/C.Fox 419109
80.00
OF
State/City addr:J. Crummel 419109
40.00
120.00
131159
04123/2009
004190
TEMECULA VALLEY FILM
Sponsorship:2009 tv film festival
51,000.00
51,000.00
FESTIVAL
131160
04123/2009
007187
TEMECULA YOUTH BASEBALL
refund:snack bar deposit
200.00
200.00
131161
04123/2009
008379
THEATRE FOUNDATION, THE
Princess and the Pea production 414109
264.44
264.44
131162
04123/2009
012676
THERMAL SOLUTIONS INT'L
PDA printer paper:Police
674.25
674.25
131163
04123/2009
000319
TOMARK SPORTS INC
equip repairlmaint supplies:marg. park
320.92
320.92
131164
04123/2009
012626
TOMSETH, DIANA H.
TCSD Instructor Earnings
539.00
539.00
131165
04/2312009
012815
TOUR OF TEMECULA GUIDE
Dec-May advertising:childrens museum
625.00
625.00
131166
04123/2009
010276
TW TELECOM
Apr high speed internet:FS#92
117.12
117.12
131167
04123/2009
004001
U C REGENTS
LAFCOs,Cities&Spec.Distr. 615 B.Lowrey
179.00
179.00
131168
04123/2009
004981
UNISOURCE SCREENING &
211-15109 bckgrnd srvcs:hr
102.50
102.50
131169
04123/2009
012549
UPODIUM
City vehicle maint supplies: stn 84
86.68
86.68
131170
04123/2009
004261
VERIZON
Apr xxx-0074 general usage
300.31
Apr xxx-0073 general usage
265.02
Apr xxx-3564 alarm
70.08
Apr xxx-3143 PD overland ofc
42.07
Apr xxx-391 0 1 st St Irrigation
38.10
Apr xxx-0714 PD Mall Alarm
36.98
Apr xxx-4723 Police Storefront
36.16
Apr xxx-5473 Moraga Rd
35.04
Apr xxx-8573 general usage
35.04
Apr xxx-6084 general usage
34.03
892.83
131171
04123/2009
004789
VERIZON ONLINE
Apr Internet svcs:EOC backup @ stn 84
439.95
Apr Internet svcs:PD DSL
42.99
482.94
131172
04123/2009
009663
VERNON LIBRARY SUPPLIES IN
C Security book tags:library
18,047.50
18,047.50
Page:?
apChkLst
Final Check List
Page: 8
04123/2009
12:02:53PM
CITY OF TEMECULA
Bank :
union UNION BANK OF CALIFORNIA
(Continued)
Check #
Date
Vendor
Description
Amount Paid
Check Total
131173
04123/2009
009101
VISION ONE INC
Mar ticketing software license:theater
1,446.40
1,446.40
131174
04123/2009
012846
WENNING, JASON R
refund:prkg cite #68676 dismissed
99.00
99.00
131175
04123/2009
011740
WEST COAST LIGHTS & SIRENS
Install pre-emption:3 pd patrol units
1,689.16
1,689.16
INC
131176
04123/2009
000230
WILLDAN FINANCIAL SERVICES
Jan-Mar assessment eng srvcs:csd
5,250.00
5,250.00
131177
04123/2009
008530
WITMER ASSOCIATES INC
misc. supplies: stn 84
170.96
170.96
Grand total for UNION BANK OF CALIFORNIA: 553,687.97
Page:B
apChkLst Final Check List Page: 9
04123/2009 12:02:53PM CITY OF TEMECULA
100 checks in this report.
Grand Total All Checks:
553,687.97
Page9
ITEM NO. 4
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Genie Roberts, Director of Finance
DATE: May 12, 2009
SUBJECT: City Treasurer's Report as of March 31, 2009
PREPARED BY: Rudy Graciano, Revenue Manager
RECOMMENDATION: Approve and file the City Treasurer's Report as of March 31, 2009.
BACKGROUND: Government Code Sections 53646 and 41004 require reports to the
City Council regarding the City's investment portfolio, receipts, and disbursements respectively.
Adequate funds will be available to meet budgeted and actual expenditures of the City for the next
six months. Current market values are derived from the Local Agency Investment Fund (LAIF)
reports, Union Bank of California trust and custody statements, and from US Bank trust statements.
Attached is the City Treasurer's Report that provides this information.
The City's investment portfolio is in compliance with the statement of investment policy and
Government Code Sections 53601 and 53635 as of March 31, 2009.
FISCAL IMPACT: None.
ATTACHMENTS: City Treasurer's Report as of March 31, 2009
City of Temecula
City of Temecula, Californ is
43266 Business Park Drive
;I Portfolio Management
Temecula, CA, 92596
My Portfolio Summary
(951)694 6436
March 31, 2009
Par
Market
Book
% of
Days to
YTM
YTM
Investments
Value
Value
Value
Portfolio
Term
Maturity
360 Equiv.
365 Equiv.
Certificates of Deposit - Bank
873,983.53
873,983.53
873,983.53
0.40
1,177
518
5.600
5.678
Managed Pool Accounts
102,443,471.44
102,443,471.44
102,443,471.44
47.31
1
1
1.801
1.826
Letter of Credit
3.00
3.00
3.00
0.00
1
1
0.000
0.000
Local Agency I nvestment Funds
54,362,720.01
54,443,161.98
54,362,720.01
25.11
1
1
2.652
2.689
Fed eral Ag ency Callable Securities
42,000,000.00
42,655,940.00
41,996,937.50
19.40
1,346
1,021
4.003
4.059
Fed eral Ag ency B ullet Securities
14,849,000.00
15,057,401.20
14,816,705.33
6.84
625
452
2.146
2.176
Investment Contracts
2,031,468.76
2,031,468.76
2,031,468.76
0.94
6,979
3,075
5.509
5.585
216,560,646.74
217,505,429.91
216,525,289.57
100.00%
375
261
2.516
2.551
Investments
Cash
Passbook/Checking
9,595,302.09
9,595,302.09
9,595,302.09
1
1
0.000
0.000
(not included in yield calculations)
Total Cash and Investments
226,155,948.83
227,100,732.00
226,120,591.66
375
261
2.516
2.551
Current Year
Average Daily Balance
Effective Rate of Return
Reporting period 03/01/2009-03/31/2009
Run Date: 0413{U2009 -12:57
483,968-73 5,979,093.14
226,265, 918.73
2.52%
Portfolio TEME
CID
PM (PRF_PM1) SymRept 6.41.202a
Report Ver. 5.00
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
March 31, 2009
Page 2
Average Purchase Stated YTM YTM Days to Maturity
CUSIP Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date
Certificates of Deposit - Bank
95453518-2 86-12 GENIM2 USBANK 06/12/2007 873,983.53 673,983.53 673,963.53 5.600
Subtotal and Average 873,983.53 873,983.53 873,983.53 873,983.53
5.600 5.676 516 09.101/2010
5.600 5.678 518
Managed Pool
Accounts
122216003-2
CITY COP RE2
104348008-1
01-2 IMP 2
104346006-4
01-2 RESA2
104348016-3
01-2 RESB2
104346000-4
01-2 SPTAX2
94669911-2
03-1 ACQA2
94669921-3
03-1 ACQB3
94669902-3
03-1 BONDS
946699063
03-1 RES A3
94669916-2
03-1 RES B2
94669900-4
03-1 SPTAXI
793593011-2
03-2 ACQ 2
793593009-2
03-2 EMW D 2
793593007-2
03-2IMP2
793593016-4
03-2 LOG 2
793593010-2
03-2 PWADM2
793593006-2
03-2 RES 2
793593000-3
03-2 SPTX2
744727011-2
03-3 ACQ2
744727002-2
03-3 BOND 2
744727007-2
03-3 CITY2
744727009
03-3 EMWD 1
744727006-3
03-3 RES3
744727000-4
03-3 SP TX4
94686001-2
03-4ADMIN2
94686005-1
03-4 PREP1
94686000-1
03-4 RED1
94686006-2
03-4 RES2
786776002-2
03-6 BON D2
786776007-2
03-61MP2
766776006-2
03-6 RES2
786776000-3
03-6 SP TX3
95453510-2
68-12 BON D2
95453518-4
88-12 G14
Run Date: 04130!2009 - 1257
ASSURED GUARANTY
07/01/2008
1.00
1.00
1.00
1.000
0.986
1.000
1
First American Treasury
12/08/2008
257,154.19
257,154.19
257,154.19
0.540
0.533
0.540
1
First American Treasury
12/06/2006
607.02
607.02
607.02
0.540
0.533
0.540
1
First American Treasury
12/08/2008
290.12
290.12
290.12
0.530
0.523
0.530
1
First American Treasury
12/06/2006
92,546.08
92,548.06
92,546.06
0.540
0.533
0.540
1
First American Treasury
12/08/2008
4,272.50
4,272.50
4,272.50
0.530
0.523
0.530
1
First American Treasury
12/08/2006
15,112.67
15,112.67
15,112.67
0.530
0.523
0.530
1
First American Treasury
12/06/2008
0.34
0.34
0.34
0.540
0.533
0.540
1
First American Treasury
12/08/2008
303.82
303.82
303.62
0.530
0.523
0.530
1
First American Treasury
12/08/2008
467.92
467.92
467.92
0.530
0.523
0.530
1
First American Treasury
12/08/2008
150,469.57
150,489.57
150,489.57
0.530
0.523
0.530
1
First American Treasury
12/08/2008
92,028.50
92,028.50
92,028.50
0.530
0.523
0.530
1
First American Treasury
12/08/2008
4,229.32
4,229.32
4,229.32
0.530
0.523
0.530
1
First American Treasury
12/08/2008
3,442.06
3,442.06
3,442.06
0.530
0.523
0.530
1
First American Treasury
12/08/2006
514.25
514.25
514.25
0.530
0.523
0.530
1
First American Treasury
12/06/2008
1,716.62
1,716.62
1,716.62
0.530
0.523
0.530
1
First American Treasury
12/06/2006
367.55
367.55
367.55
0.530
0.523
0.530
1
First American Treasury
12/08/2008
3.66
3.66
3.66
0.530
0.523
0.530
1
First American Treasury
12/04/2008
147,142.60
147,142.60
147,142.60
0.530
0.523
0.530
1
First American Treasury
12/04/2008
0.51
0.51
0.51
0.530
0.523
0.530
1
First American Treasury
12/04/2008
300.47
300.47
300.47
0.530
0.523
0.530
1
First American Treasury
0.00
0.00
0.00
0.960
0.947
0.960
1
First American Treasury
12/04/2008
90.79
90.79
90.79
0.530
0.523
0.530
1
First American Treasury
12/04/2008
156,810.53
156,810.53
156,810.53
0.530
0.523
0.530
1
First American Treasury
12/04/2008
14,126.16
14,126.16
14,126.16
0.530
0.523
0.530
1
First American Treasury
12/04/2006
4,071.71
4,071.71
4,071.71
0.530
0.523
0.530
1
First American Treasury
12/04/2008
2.36
2.36
2.36
0.530
0.523
0.530
1
First American Treasury
12/04/2008
735.43
735.43
735.43
0.530
0.523
0.530
1
First American Treasury
12/06/2006
0.02
0.02
0.02
0.530
0.523
0.530
1
First American Treasury
12/08/2008
872.15
872.15
872.15
0.530
0.523
0.530
1
First American Treasury
12/06/2006
809.66
809.66
809.66
0.530
0.523
0.530
1
First American Treasury
12/08/2008
27,277.89
27,277.89
27,277.89
0.530
0.523
0.530
1
First American Treasury
12/08/2008
4.16
4.16
4.16
0.530
0.523
0.530
1
First American Treasury
12/08/2008
54,994.32
54,994.32
54,994.32
0.535
0.528
0.535
1
Portfolio TEME
CID
PM (PRF_PM2) SymRept 6.41.202a
Report Ver. 5.00
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
March 31, 2009
Page 3
Average
Purchase
Stated
YTM
YTM
Daysto Maturity
CUSIP
Investment#
Issuer Balance
Date
Par Value
Market Value
Book Value
Rate
360
365 Maturity Date
Managed Pool Accounts
1 2221 60 03-4
CITY COP RE4
First American Treasury
12/06/2006
542.11
542.11
542.11
0.530
0.523
0.530
1
122216006-3
CITY COPCIP2
First American Treasury
12/04/2006
946.75
946.75
946.75
0.000
0.000
1
12221 6 00 0-2
CITY COPLPF2
First American Treasury
12/06/2006
35.76
35.76
35.76
0.530
0.523
0.530
1
9 443 41 6 0-1
RDA 02 INT1
First American Treasury
12/06/2006
17.79
17.79
17.79
0.530
0.523
0.530
1
94434161-2
RDA 02 PRIN2
First American Treasury
12/06/2006
143.97
143.97
143.97
0.530
0.523
0.530
1
107666006-2
RDA 06 CIPA2
First American Treasury
12/06/2006
62,413.20
62,413.20
62,413.20
0.530
0.523
0.530
1
107666000-2
RDA 06A INT2
First American Treasury
12/06/2006
10.27
10.27
10.27
0.530
0.523
0.530
1
1076660163
RDA 06B CIP3
First American Treasury
12/06/2006
6,624.69
6,624.69
6,624.69
0.530
0.523
0.530
1
107666010-2
RDA 06B INT2
First American Treasury
12/06/2006
0.00
0.00
0.00
0.530
0.523
0.530
1
1 07 6 66 01 6-2
RDA 06B RES2
First American Treasury
12/06/2006
202,292.57
202,292.57
202,292.57
0.530
0.523
0.530
1
107666030-2
RDA 07 CAP12
First American Treasury
12/06/2006
0.00
0.00
0.00
0.530
0.523
0.530
1
107666027-2
RDA 07 ESC2
First American Treasury
12/06/2006
0.00
0.00
0.00
0.530
0.523
0.530
1
107666020-2
RDA 071NT2
First American Treasury
12/06/2006
37.52
37.52
37.52
0.530
0.523
0.530
1
107666026-2
RDA 07 PROJ2
First American Treasury
12/06/2006
16,255.64
16,255.64
16,255.64
0.530
0.523
0.530
1
107666026-2
RDA 07 RES2
First American Treasury
12/06/2006
91.46
91.46
91.46
0.530
0.523
0.530
1
94 43 23 6 0-2
TCSD COP INT
First American Treasury
12/06/2006
110,345.01
110,345.01
110,345.01
0.530
0.523
0.530
1
793593011-1
03-2-1 ACQUI
CA Local Agency Investment Fun
42,340,622.72
42,340,622.72
42,340,622.72
1.622
1.797
1.622
1
793593009-1
03-2-1 EMWD
CA Local Agency Investment Fun
1,536,196.76
1,536,196.76
1,536,196.76
1.622
1.797
1.622
1
793593007-1
03-2-11MPRO
CA Local Agency Investment Fun
1,163,471.96
1,163,471.96
1,163,471.96
1.622
1.797
1.622
1
793593010-1
03-2-1 PW AD
CA Local Agency Investment Fun
606,642.52
606,642.52
606,642.52
1.622
1.797
1.622
1
7935930063
03-23 RESER
CA Local Agency Investment Fun
3,550,650.75
3,550,650.75
3,550,650.75
1.622
1.797
1.622
1
122216006
CITY COP CIP
CA Local Agency Investment Fun
22,232,770.46
22,232,770.46
22,232,770.46
1.622
1.797
1.622
1
122216003-1
CITY COP RE1
CA Local Agency Investment Fun
609,616.67
609,616.67
609,616.67
1.622
1.797
1.622
1
107666006-1
RDA 06 CIP-1
CA Local Agency Investment Fun
10,174,050.15
10,174,050.15
10,174,050.15
2.046
2.016
2.046
1
107666016-2
RDA 06 CIP-2
CA Local Agency Investment Fun
3,016,570.63
3,016,570.63
3,016,570.63
1.622
1.797
1.622
1
107666030-1
RDA 07 CAP-1
CA Local Agency Investment Fun
0.00
0.00
0.00
2.046
2.016
2.046
1
107666027-1
RDA 07 ESC-1
CA Local Agency Investment Fun
0.00
0.00
0.00
2.046
2.016
2.046
1
107666026-1
RDA 07 PRO-1
CA Local Agency Investment Fun
14,451,739.90
14,451,739.90
14,451,739.90
1.622
1.797
1.622
1
107666026-1
RDA 07 RES-1
CA Local Agency Investment Fun
1,103,969.61
1,103,969.61
1,103,969.61
1.622
1.797
1.622
1
107666006
RDA 06 RES A
MBIA Surety Bond
1.00
1.00
1.00
2.190
2.160
2.190
1
94434166
RDA TABS RES
MBIA Surety Bond
1.00
1.00
1.00
2.190
2.160
2.190
1
Subtotal and Average 103,802,227.24 102,443,471.44 102,443,471.44 102,443,471.44 1.801 1.826 1
Letter of Credit
104346006-1 02006 ASSURANCE CO BOND INSURANCE
793593006-2 02006 Citibank, N.A.
793593006-1 02005 Ohio Savings Bank
Subtotal and Average 3.00
Run Date_ 04/30/2009 -1257
07/01/2006
1.00
1.00
1.00
0.000
0.000
1
07/01/2006
1.00
1.00
1.00
0.000
0.000
1
07/01/2006
1.00
1.00
1.00
0.000
0.000
1
3.00
3.00
3.00
0.000
0.000
1
Portfollo TEME
CID
PM (PRF_PM2) Sy.Rept 6 41 202a
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
March 31, 2009
Page 4
Average
Purchase
Stated
YTM
YTM
Daysto
Maturity
CUSIP
Investment#
Issuer Balance
Date
Par Value
Market Value
Book Value
Rate
360
365
Maturity
Date
Local Agency Investment Funds
94669911-1
03-1 ACQ A2
CA Local Agency Investment Fun
1,495,054.10
1,495,054.10
1,495,054.10
1.622
1.797
1.622
1
94669921-1
03-1 ACQ B2
CA Local Agency Investment Fun
3,623,066.10
3,623,066.10
3,623,066.10
1.622
1.797
1.622
1
744727011-1
033 ACQ2
CA Local Agency Investment Fun
3,624,559.69
3,624,559.69
3,624,559.69
1.622
1.797
1.622
1
744727007-1
033 CITY 2
CA Local Agency Investment Fun
739,429.31
739,429.31
739,429.31
1.622
1.797
1.622
1
766776007-1
03-6 IMP1
CA Local Agency Investment Fun
512,007.60
512,007.60
512,007.60
1.622
1.797
1.622
1
SYSCITY
CITY
CA Local Agency Investment Fun
19,066,252.61
19,121,171.72
19,066,252.61
2.694
2.654
2.694
1
SYSRDA
RDA
CA Local Agency Investment Fun
10,960,365.24
10,960,437.62
10,960,365.24
2.694
2.654
2.694
1
SYSTCSD
TCSD
CA Local Agency Investment Fun
13,921,964.76
13,947,435.44
13,921,964.76
2.694
2.654
2.694
1
Subtotal and Average 54,362,720.01
54,362,720.01
54,443,161.98
54,362,720.01
2.652
2.689
1
Commercial
Paper - Interest Bearing
Subtotal and Average 168,903.23
Federal Agency Callable Securities
3133X4M1
01075
Federal Farm Credit Bank
09/26/2007
1,000,000.00
1,016,440.00
1,000,000.00
5.000
4.932
5.000
1,276
09/26/2012
31331YSC5
01065
Federal Farm Credit Bank
02/06/2006
2,000,000.00
2,014,360.00
2,000,000.00
3.590
3.541
3.590
1,041
02/06/2012
31331YTS9
01067
Federal Farm Credit Bank
02/14/2006
2,000,000.00
2,036,260.00
2,000,000.00
3.750
3.699
3.750
1,412
02/11/2013
31331YV49
01096
Federal Farm Credit Bank
06/11/2006
2,000,000.00
2,010,000.00
2,000,000.00
4.150
4.093
4.150
1,167
06/11/2012
31331Y2F6
01099
Federal Farm Credit Bank
06/30/2006
2,000,000.00
2,015,000.00
2,000,000.00
4.230
4.172
4.230
620
06/30/2011
31331Y3E6
01103
Federal Farm Credit Bank
07/15/2006
1,000,000.00
1,020,940.00
1,000,000.00
3.950
3.696
3.950
635
07/15/2011
31331Y4G2
01106
Federal Farm Credit Bank
07/26/2006
1,000,000.00
1,007,610.00
1,000,000.00
3.300
3.255
3.300
463
07/26/2010
31331Y4H0
01107
Federal Farm Credit Bank
07/26/2006
1,000,000.00
1,006,440.00
1,000,000.00
3.750
3.699
3.750
646
07/26/2011
31331Y5N6
01112
Federal Farm Credit Bank
06/20/2006
1,000,000.00
1,011,560.00
1,000,000.00
4.250
4.192
4.250
1,237
06/20/2012
31331Y5J5'
01113
Federal Farm Credit Bank
06/21/2006
1,000,000.00
1,010,630.00
1,000,000.00
4.020
3.965
4.020
1,056
02/21/2012
31331Y5T3
01115
Federal Farm Credit Bank
06/11/2006
1,000,000.00
1,010,000.00
1,000,000.00
4.000
3.945
4.000
662
06/11/2011
31331Y5V6
01117
Federal Farm Credit Bank
06/26/2006
1,000,000.00
1,012,190.00
1,000,000.00
4.400
4.340
4.400
1,606
06/26/2013
31331 GAP4
01122
Federal Farm Credit Bank
09/04/2006
1,000,000.00
1,012,610.00
1,000,000.00
4.250
4.192
4.250
1,252
09/04/2012
3133XLSQ7
01069
Federal Home Loan Bank
07/30/2007
1,000,000.00
1,015,000.00
1,000,000.00
5.650
5.573
5.650
1,216
07/30/2012
3133XM5R6
01073
Federal Home Loan Bank
06/26/2007
1,000,000.00
1,015,630.00
1,000,000.00
5.060
5.011
5.060
677
06/26/2011
3133XM5E7
01074
Federal Home Loan Bank
06/26/2007
1,000,000.00
1,016,250.00
1,000,000.00
5.220
5.135
5.206
1,245
06/26/2012
3133XQEF5
01069
Federal Home Loan Bank
04/02/2006
1,000,000.00
1,000,310.00
1,000,000.00
3.600
3.746
3.600
1,097
04/02/2012
3133XQY46
01093
Federal Home Loan Bank
04/26/2006
1,000,000.00
1,001,660.00
1,000,000.00
3.600
3.551
3.600
940
10/26/2011
3133XRSM3
01102
Federal Home Loan Bank
07/23/2006
1,000,000.00
1,032,610.00
1,000,000.00
4.050
3.993
4.049
1,027
01/23/2012
3133XRTQ3
01104
Federal Home Loan Bank
07/30/2006
1,000,000.00
1,009,060.00
1,000,000.00
4.000
3.946
4.001
1,125
04/30/2012
3133XRVA5
01109
Federal Home Loan Bank
07/30/2006
1,000,000.00
1,036,560.00
1,000,000.00
4.220
4.162
4.220
1,216
07/30/2012
3133XRWE6
01110
Federal Home Loan Bank
06/12/2006
1,000,000.00
1,024,060.00
1,000,000.00
4.125
4.066
4.125
663
06/12/2011
3133XRM
01116
Federal Home Loan Bank
06/20/2006
1,000,000.00
1,034,060.00
1,000,000.00
4.070
4.014
4.070
1,237
06/20/2012
3133XRYN4
01116
Federal Home Loan Bank
06/20/2006
1,000,000.00
1,009,360.00
1,000,000.00
3.375
3.329
3.375
506
06/20/2010
Portfollo TEME
CID
Run Date_ 04/30/2009 -12 5]
PM (PRF_PM2) Sym Rept 6 41 202a
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
March 31, 2009
Page 5
Average
Purchase
Stated
YTM
YTM
Daysto
Maturity
CUSIP
Investment#
Issuer Balance
Date
Par Value
Market Value
Book Value
Rate
360
365
Maturity
Date
Federal Agency
Callable Securities
3133XRZN3
01119
Federal Home Loan Bank
06/27/2006
1,000,000.00
1,010,940.00
999,750.00
4.000
3.953
4.006
1,062
02/27/2012
3133XS2J6
01120
Federal Home Loan Bank
06/27/2006
1,000,000.00
1,009,060.00
1,000,000.00
3.375
3.329
3.375
513
06/27/2010
3133XS3A4
01121
Federal Home Loan Bank
06/26/2006
1,000,000.00
1,010,310.00
1,000,000.00
3.625
3.559
3.609
696
02/26/2011
3133XKH24
1062
Federal Home Loan Bank
04/16/2007
1,000,000.00
1,001,560.00
1,000,000.00
5.250
5.176
5.250
1,111
04/16/2012
3126X7TY0
01095
Federal Home Loan Mtg Corp
06/04/2006
2,000,000.00
2,009,960.00
2,000,000.00
4.000
3.945
4.000
1,160
06/04/2012
3136F9CB7
01066
Federal National Mtg Assn
03/11/2006
2,000,000.00
2,131,660.00
2,000,000.00
4.000
3.945
4.000
1,440
03/11/2013
3136F9DP5
01090
Federal National Mtg Assn
03/27/2006
1,000,000.00
1,066,660.00
1,000,000.00
4.000
3.945
4.000
1,456
03/27/2013
3136F9MU4
01094
Federal National Mtg Assn
04/30/2006
1,000,000.00
1,001,560.00
1,000,000.00
3.000
2.959
3.000
394
04/30/2010
3136F9UF6
01097
Federal National Mtg Assn
06/24/2006
1,000,000.00
1,005,940.00
1,000,000.00
3.600
3.551
3.600
632
12/24/2010
3136F9UP6
01096
Federal National Mtg Assn
06/24/2006
1,000,000.00
1,006,560.00
997,167.50
4.000
4.044
4.101
614
06/24/2011
3136F9WV1
01100
Federal National Mtg Assn
07/02/2006
1,000,000.00
1,007,610.00
1,000,000.00
4.000
3.945
4.000
457
07/02/201C
3136F9YW7
01106
Federal National Mtg Assn
06/05/2006
1,000,000.00
1,010,000.00
1,000,000.00
4.000
3.945
4.000
656
06/05/2011
Subtotal and Average 43,125,969.76
42,000,000.00
42,655,940.00
41,996,937.50
4.003
4.059
1,021
Federal Agency
Bullet Securities
31331 XMQ2
01059
31331YG46
01092
31331Y3P3
01105
31331Y3N6
01111
3133XRRU6
01101
3133XSWM6
01124
1043460065
01-2 RESA3
104346016-4
01-2 RESB3
1043460005
01-2 SPTAX3
94669906-4
03-1 RESA4
946699163
03-1 RES B3
946699005
03-1 SPTAX2
7935930165
03-2 LOC 3
744727006-4
033 RES4
744727000-5
033 SP TX5
94666000-2
03-4 RED2
94666006-3
03-4 RES3
7667760063
03-6 RES3
766776000-4
03-6 SP TX4
Federal Farm Credit Bank
Federal Farm Credit Bank
Federal Farm Credit Bank
Federal Farm Credit Bank
Federal Home Loan Bank
Federal Home Loan Bank
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Federal Home Loan Mtg Corp
Subtotal and Average 14,339,660.21
01/26/2007
1,000,000.00
1,044,360.00
1,000,000.00
5.000
4.934
5.002
420 05/26/2010
04/21/2006
2,000,000.00
2,045,000.00
1,993,700.00
2.630
2.703
2.740
750 04/21/2011
07/15/2006
1,000,000.00
1,043,750.00
996,140.00
3.500
3.514
3.563
915 10/03/2011
07/30/2006
1,000,000.00
1,044,690.00
999,000.00
3.625
3.610
3.661
635 07/15/2011
07/03/2006
1,000,000.00
1,043,750.00
996,570.00
3.625
3.626
3.676
621 07/01/2011
01/23/2009
1,000,000.00
996,250.00
1,000,000.00
2.100
2.071
2.100
1,027 01/23/2012
03/03/2009
441,000.00
440,470.60
439,760.51
0.560
1.107
1.122
152 06/31/2009
03/03/2009
203,000.00
202,756.40
202,436.65
0.560
1.107
1.122
152 06/31/2009
03/03/2009
162,000.00
161,605.60
161,552.02
0.560
1.107
1.122
152 06/31/2009
03/03/2009
666,000.00
664,960.60
663,605.27
0.560
1.107
1.122
152 06/31/2009
03/03/2009
223,100.00
222,632.26
222,463.07
0.560
1.107
1.122
152 06/31/2009
03/03/2009
231,000.00
230,722.60
230,361.22
0.560
1.107
1.122
152 06/31/2009
03/03/2009
2,641,000.00
2,637,590.60
2,633,143.65
0.560
1.107
1.122
152 06/31/2009
03/03/2009
2,176,000.00
2,175,366.40
2,171,977.22
0.560
1.107
1.122
152 06/31/2009
03/03/2009
220,000.00
219,736.00
219,391.64
0.560
1.107
1.122
152 06/31/2009
03/03/2009
21,400.00
21,374.32
21,340.62
0.560
1.107
1.122
152 06/31/2009
03/03/2009
96,000.00
95,664.60
95,734.53
0.560
1.107
1.122
152 06/31/2009
03/03/2009
336,000.00
337,594.40
337,065.34
0.560
1.107
1.122
152 06/31/2009
03/03/2009
26,500.00
26,465.60
26,421.19
0.560
1.107
1.122
152 06/31/2009
14,849,000.00
15,057,401.20
14,816,705.33
2.146
2.176
452
Investment Contracts
95453516-1 66-12 GEN IM IXIS Funding Corp
Run Date_ 04/30/2009 -1257
07/24/1996 500,000.00 500,000.00 500,000.00 5.430 5.509 5.565 3,075 09/01/2017
Portfollo TEME
CID
PM (PRF_PM2) Sy.Rept 6 41 202a
City of Temecula, California
Portfolio Management
Portfolio Details - Investments
March 31, 2009
Page 6
Average Purchase Stated YTM VTM Daysto Maturity
CUSIP Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date
Investment Contracts
95453516-1 66-12 RES 2 IXIS Funding Corp 07/24/1996 1,531,466.76 1,531,466.76 1,531,466.76 5.430 5.509 5.565 3,075 09/01/2017
Subtotal and Average 2,031,468.76 2,031,468.76 2,031,468.76 2,031,468.76 5.509 5.585 3,075
Total and Average 226,265,918.73
216,560,646.74 217,505,429.91 216,525,289.57
2.516 2.551 261
Run Date_ 04/30/2009 -1257
Portfollo TEME
CP
PM (PRF_PM2) Sy.Rept 6 41 202a
City of Temecula, California
Portfolio Management
Portfolio Details - Cash
March 31, 2009
Page 7
Average Purchase
Stated
YTM
YTM
Days to
CUSIP Investment#
Issuer
Balance Date
Par Value
Market Value
Book Value Rate
360
365 Maturity
Retention Escrow Account
SYSAAA#1202 AAA#1202
COMMUNITY BANK
06/29/2006
499,404.64
499,404.64
499,404.64
0.000
0.000
1
4110170261 EDGEDEV
TORRY PINES BANK
11/14/2006
79,414.44
79,414.44
79,414.44
0.000
0.000
1
23303600 PCL CONST
Wells Fargo Bank
01/29/2009
311,345.76
311,345.76
311,345.76
0.000
0.000
1
Passbook/Checking Accounts
SYSPetty Cash Petty Cash
City of Temecula
07/01/2006
2,610.00
2,610.00
2,610.00
0.000
0.000
1
SYSFIex Ck Acct Flex Ck Acct
Union Bank of California
07/01/2006
15,245.02
15,245.02
15,245.02
0.000
0.000
1
SYSGen Ck Acct Gen Ck Acct
Union Bank of California
07/01/2006
6,669,456.45
6,669,456.45
6,669,456.45
0.000
0.000
1
SYSParking Ck PARKING CITA
Union Bank of California
07/01/2006
17,623.56
17,623.56
17,623.56
0.000
0.000
1
Average Balance 0.00
1
Total Cash and Investments 226,265,918.73
226,155,948.83 227,100,732.00 226,120,591.66
2.516 2.551 261
Run Date_ 04/30/2009 -1257
Portfollo TEME
CID
PM (PRF_PM2) Sy.Rept 6 41 202a
Cash and Investments Report
CITY OF TEMECULA
Through March 2009
Fund Total
001
GENERAL FUND
$ 46,178,487.69
101
STATE TRANSPORTATION FUND
436,053.28
120
DEVELOPMENT IMPACT FUND
5,408,473.10
150
AB 2766 FUND
529,201.97
160
AB 3229 COPS
2.41
165
RDA AFFORDABLE HOUSING 20% SET ASIDE
10,460,465.06
170
MEASURE A FUND
8,987,955.98
190
TEMECULA COMMUNITY SERVICES DISTRICT
1,307,630.07
192
TCSD SERVICE LEVEL "B" STREET LIGHTS
103,767.84
193
TCSD SERVICE LEVEL"C" LANDSCAPE/SLOPE
447,308.61
194
TCSD SERVICE LEVEL "D"
40,191.63
195
TCSD SERVICE LEVEL "R" STREET/ROAD
38,500.45
196
TCSD SERVICE LEVEL "L" LAKE PARK MAINT.
203,513.70
197
TEMECULA LIBRARY FUND
2,598,840.55
210
CAPITAL IMPROVEMENT PROJECT FUND
40,193,663.54
272
CFD 01-2 HARVESTON A&B IMPROVEMENT
257,154.19
273
CFD 03-1 CROWNE HILL IMPROVEMENT FUND
5,337,505.37
275
CFD 03-3 WOLF CREEK IMPROVEMENT FUND
4,711,432.27
276
CFD 03-6 HARVESTON 2 IMPROVEMENT FUND
512,879.95
277
CFD-RORIPAUGH
45,161,991.34
280
REDEVELOPMENT AGENCY - CIP PROJECT
15,029,019.27
300
INSURANCE FUND
1,233,530.45
310
VEHICLES FUND
746,349.67
320
INFORMATION SYSTEMS
432,892.33
330
SUPPORT SERVICES
291,599.58
340
FACILITIES
48,125.47
370
CITY 2008 COP'S DEBT SERVICE
851,416.80
380
RDA DEBT SERVICE FUND
18,053,136.70
390
TCSD 2001 COP'S DEBT SERVICE
125,844.77
460
CFD 88-12 DEBT SERVICE FUND
4,092,067.30
472
CFD 01-2 HARVESTON A&B DEBT SERVICE
937,831.56
473
CFD 03-1 CROWNS HILL DEBT SERVICE FUND
1,500,374.64
474
AD 03-4 JOHN WARNER ROAD DEBT SERVICE
138,098.36
475
CFD 03-3 WOLF CREEK DEBT SERVICE FUND
2,871,730.08
476
CFD 03-6 HARVESTON 2 DEBT SERVICE FUND
421,498.02
477
CFD 03-02 RORIPAUGH DEBT SERVICE FUND
7,325,677.01
700
CERBT CALIFORNIA EE RETIREE-GASB45
2,520,212.92
Total :
229,534,423.93
LESS:
*CERBT CALIFORNIA EE RETIREE - GASB 45
(2,433,691.93)
Grand Total:
$ 227,100,732.00
* These investments are in an irrevocable trust with CalPers and are only available to finance retiree
health care. These monies are not available for general City operations/capital projects. Since they
are not available for general expenditure, they will be excluded from the monthly City Treasurer's
Report so as not to overstate the City's investments.
ITEM NO. 5
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Genie Roberts, Director of Finance
DATE: May 12, 2009
SUBJECT: Professional Services Agreement for Special Tax Administration Services
PREPARED BY: David Bilby, Senior Debt Analyst
RECOMMENDATION: That the City Council approve a professional services agreement with
NBS for an annual amount not to exceed $59,857.21 for fiscal year 2009-10 for special tax
administration for the City's Community Facilities Districts and Assessment District.
BACKGROUND: The City of Temecula has six (6) existing Community Facilities
Districts and one (1) Assessment District:
CFD 88-12 (Ynez Corridor)
CFD 01-2 (Harveston)
CFD 03-1 (Crowne Hill)
CFD 03-2 (Roripaugh Ranch)
CFD 03-3 (Wolf Creek)
CFD 03-6 (Harveston II)
AD 03-4 (John Warner Road)
On May 23, 2006, the City executed a three-year professional services agreement with NBS to
provide special tax administration services for the above named districts.
Among the services provided by NBS as Special Tax Consultant are calculation of special tax levy,
public contact, delinquency management, and disclosure and reporting. NBS has assigned very
experienced and knowledgeable staff to our City and is committed to providing us the best service
possible.
Forfiscal year2009-10, NBS has agreed to the same fee schedule used forfiscal year2008-09, the
last year of their previous agreement. The City has adjusted the contract slightly to account for an
estimated increase in delinquency management services as a result of an increased delinquency
rate and current economic conditions. The City has been happy with the services of NBS over the
past three years and wishes to engage in a new contract for FY 09/10.
It is staff's recommendation that the Council approve a professional services agreement with NBS to
provide special tax administration for the City's Community Facilities Districts and Assessment
District.
FISCAL IMPACT: The amount of the contract is not to exceed $59,857.21 forfiscal year
2009-10. Funds for the administration of special districts are included in the annual special tax
levies for each of the Districts.
ATTACHMENT: Professional Services Agreement for Special Tax Administration
Services
FIN 09-17
AGREEMENT FOR CONSULTANT SERVICES
BETWEEN THE CITY OF TEMECULA AND NBS
FOR SPECIAL TAX ADMINISTRATION SERVICES
THIS AGREEMENT is made and effective as of May 12, 2009 between the City of
Temecula, a municipal corporation ("City") and NBS ("Consultant"). In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on May 12, 2009, and shall remain and continue in
effect until tasks described herein are completed, but in no event later than May 12, 2010,
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 Fifty
Nine Thousand Eight Hundred Fifty Seven Dollars and Twenty One Cents ($59,857.21) 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.
1
P:\Finance\Agreements and Contracts\AGREEMENTS.08-09.M-Z\NBS Consulting Services
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 notice to Consultant within 30 days of receipt of an invoice of any disputed
fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant
shall provide receipts on all reimbursable expenses in excess of fifty dollars ($50) in such form
as approved by the Director of Finance.
5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
a. The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the 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.
6. DEFAULT 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.
7. 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
identified 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
2
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 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.
8. INDEMNIFICATION
The Consultant agrees to defend, indemnify, protect and hold harmless the City, District,
and/or Agency, 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, District and/or Agency, its officers, agents,
employees or volunteers 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.
9. 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 00 01 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 endorsement to the General Liability policy described above is
acceptable.
3) Worker's Compensation insurance as required by the State of
California and Employer's Liability Insurance. If the Consultant has no employees while
performing under this Agreement, worker's compensation insurance is not required, but
Consultant shall execute a declaration that it has no employees.
4) Professional Liability Insurance shall be written on a policy form
providing professional liability for the Consultant's profession.
than:
b. Minimum Limits of Insurance. Consultant shall maintain limits no less
3
1) General Liability: One million ($1,000,000) per occurrence for
bodily injury, personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
2) Automobile Liability: One million ($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) per accident for 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) Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to the City, its
officers, officials, employees or volunteers.
4) The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
5) Each insurance policy required by this agreement shall be endorsed
to state: should the policy be canceled before the expiration date the issuing insurer will
endeavor to mail thirty (30) days' prior written notice to the City.
6) If insurance coverage is canceled or, reduced in coverage or in
limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or
notify the City via certified mail, return receipt requested of the changes to or cancellation of the
policy.
4
e. Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best rating of A-:VII or better, unless otherwise acceptable to the City. Self
insurance shall not be considered to comply with these insurance requirements.
f. Verification of Coverage. Consultant shall furnish the City with original
endorsements effecting coverage required by this clause. The endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to
be on forms provided by the City. All endorsements are to be received and approved by the
City before work commences. As an alternative to the City's forms, the Consultant's insurer
may provide complete, certified copies of all required insurance policies, including
endorsements effecting the coverage required by these specifications.
10. INDEPENDENT CONTRACTOR
a. 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 over the 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.
11. 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 any way 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 by failure of the Consultant to
comply with this section.
12. 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.
5
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 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.
13. 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.
Mailing Address: City of Temecula
P.O. Box 9033
Temecula. CA 92589-9033
Physical Address: City of Temecula
Attention: City Manager
43200 Business Park Drive
Temecula. CA 92590
Consultant: NBS
Attention: Pablo Perez
32605 Temecula Pkwy # 100
Temecula, CA 92592
14. 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.
15. 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.
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16. 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 for the relief
granted.
17. PROHIBITED INTERESTNo officer, or employee of the City of Temecula shall
have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the
Consultant or Consultant's sub-contractors for this project, during his/her tenure or for one year
thereafter. The Consultant 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 Consultant or Consultant's
sub-contractors on this project. Consultant 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.
18. ENTIRE AGREEMENTThis 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.
19. AUTHORITY TO EXECUTE THIS AGREEMENTThe 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.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF TEMECULA
Maryann Edwards, Mayor
ATTEST:
Susan W. Jones, MMC, City Clerk
APPROVED AS TO FORM:
Peter Thorson, City Attorney
CONSULTANT (signature of two corporate
officers required):
N BS
32605 Temecula Pkwy, Suite #100
Temecula, CA 92592
Phone 951-296-1997
Fax 951-296-1998
Name:
Title:
By:
Name:
Title:
8
EXHIBIT A
TASKS TO BE PERFORMED
Scope of Work
NBS will provide a comprehensive set of year-round services that support the City's goals and
meet the RFQ requirements. These services will be cost effective, but will be delivered in a
manner that emphasizes quality control, data integrity and the latest in technology. NBS will
provide all services requested in the City's RFQ and have included additional services below.
District Administration Services
Tax Roll Application. NBS will create the tax roll application of parcel's annual special tax or
special assessment in a format acceptable to the Auditor/Controller-Recorder.
Apportion. NBS will apportion the special tax or special assessment to each parcel within each
particular district consistent with the method of apportionment for each district.
Assessor Parcel Map Maintenance. NBS will maintain current Assessor Parcel Maps for all
special district parcels.
• Update annual prior to enrollment of levy
• Notify City of any assessor parcel changes within each district
• Include in database development and land use information for all district parcels where
this information is necessary for use in calculation of special tax or special assessment.
Debt Service Schedules. NBS will coordinate with Fiscal Agent to review debt service
schedules and determine amount needed to pay debt services.
Annual Administrative Expenses. NBS will assist City in projecting annual administrative
expenses.
Reserve Requirement. NBS will identify reserve requirements and notify City if reserve needs
replenishing.
Annual Levy. NBS will prepare all necessary documents, including an Annual Levy Report, to
submit an annual levy for each district to the County.
Levy Resubmission. NBS will perform adjustments and corrections to rejected parcels by
resubmitting levies if necessary.
Direct Billing. NBS will direct bill any parcels as necessary.
Assessment Apportionment Applications. NBS will facilitate the preparation of assessment
apportionment applications including:
• Preparation of amended assessment diagrams.
• Apportioning the assessment to divided parcels.
• Preparation and delivery of required notices.
• Recordation of required notices and amended diagrams.
• Preparation of required disclosure documents.
9
Primary Contact. NBS will serve as initial and primary contact with the public regarding levy.
Bond Payoff. NBS will calculate bond payoff amount or prepayment amounts as requested by
landowners and provide additional information related to payoff as required.
Release of Lien. NBS will prepare and record Release of Lien if prepayments are received.
Bond Call Spreads. NBS will prepare bond call spreads if required due to excess proceeds or
prepayments.
Debt Service Requirements. NBS will coordinate with Fiscal Agent to establish new debt
service requirements resulting from bond calls.
Summary of Information. NBS will prepare summary of information used to calculate annual
levy for each parcel.
Letter of Credit. NBS will monitor Letter of Credit issuer ratings for downgrading.
The following are additional district administration services which are already included
in the fee:
Kick-Off Meeting, Project Schedule. NBS will meet with City staff, legal counsel and other
interested parties to:
• Establish lines of communication.
• Clarify the specific project goals and criteria that will meet the City's preference.
• Identify and resolve any special circumstances that may be involved in the administration of
the districts.
• Develop project schedules to meet legal requirements and provide for effective interaction of
all involved parties.
• Establish meeting dates consistent with schedule to achieve project milestones.
Data Collection. NBS will gather and review data relevant to the administration of the districts.
Data will be obtained from various sources, including City records, Assessor's parcel maps, and
County Assessor information and establish a database for the assessment districts.
Policy Review. NBS will review polices and procedures that have been established by the City
for compliance with the governing documents and law. These policies will be incorporated into
our service to the City.
Cost Recovery. NBS will identify all costs associated with the administration of the
Assessment Districts and recover those costs through the levy process as outlined in §8682 and
§8682.1 of the California Streets and Highways Code. These costs may include, but not be
limited to Registrar/Transfer/Paying Agent fees, Arbitrage Rebate calculation fees, bank fees,
and expenses of the City and its consultants related to the administration of the districts.
Fund Analysis. NBS will determine the balance requirements and acquire the current cash
balances for the districts. We will make recommendations to ensure that the flow of funds and
fund balances are in compliance with bond documents. Cash flow analysis will also be
performed to determine any levy shortfall or surplus.
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Maintain Assessment District Data. NBS will annually track all parcel changes to ensure that
all changes are documented. Historical parcel change and assessment apportionment data will
be maintained by NBS.
Annual Report. NBS will provide a comprehensive Annual Report that will show a detail listing
of the amounts submitted to the levy or directly billed for collection, details of delinquent
assessments, fund analysis, paid off parcels and release of liens, all bond call activity, and
assessed valuation information.
Delinquency Monitoring. NBS will provide the City with a comprehensive list of delinquencies
after each installment becomes due. This report will show delinquency percentage as well as a
detailed list of each delinquent parcel.
Notice of Special Assessment. NBS will provide a "Notice of Special Assessment" disclosure
notice to requesting parties as required by §53754 of the Government Code of the State of
California. The fee of any Notice of Special Tax shall be paid by the party requesting the
disclosure notice.
Toll-Free Phone Number. NBS will provide a toll-free phone number for use by the City, other
interested parties and all property owners. Our staff will be available to answer questions
regarding the formation and ongoing collection of assessments for the districts. Bilingual staff is
available for Spanish-speaking property owners.
County Assessor Reporting. NBS will work with the County Assessor to aid in complying with
the requirements of Revenue & Taxation Code 163. This includes providing data such as parcel
number, original assessment and current principal balance to the County Assessor.
Apportionments
Application Forms. NBS will provide apportionment application forms and instructions to the
City's Engineering representative for inclusion as a condition of approval for subdivision within
an assessment district.
Segregation. NBS will apportion the special assessment according to the method of spread as
described in the engineer's report.
Notice of Apportionment. NBS will prepare a notice of apportionment and send it via certified
mail to the issuing underwriter, as required.
Assessment Diagram. NBS will prepare an amended assessment diagram and notice. The
diagram and notice will be filed and recorded with the County Recorder.
Amortization Schedule. NBS will prepare an amortization schedule for each newly created
assessment type.
Apportionment Report. NBS will prepare and submit to the City an Apportionment Report
showing the finalized apportionment and the amended assessment diagram.
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Resolutions. NBS will prepare the required resolutions to order the amended assessment, the
amended assessment diagram, notices to the property owner, and fix the amount of costs to
perform the apportionment.
Public Meetings. NBS will be available to attend any public meetings required to complete the
apportionment.
Municipal Disclosure
Disclosure Requirements. NBS will assist City in preparation of enhanced disclosure
requirements required by the State of California or its agencies including reporting to CDIAC.
Annual Reports. NBS will prepare annual reports to meet the requirements of continuing
disclosure.
Continuing Disclosure Reports. NBS will file continuing disclosure reports with the
Dissemination Agent.
Website. NBS will post disclosure reports on the City's website.
Notice of Special Assessment/Tax Document. NBS will provide Notice of Special
Assessment/Tax document to seller of taxable property.
The following are additional municipal disclosure services which are already included in
the fee:
In accordance with the Disclosure Certificate of the issue, NBS will assist in compliance with the
annual disclosure requirement of the SEC Continuing Disclosure Rule 15c2-12. Since the
establishment of the Rule, the Bond Disclosure Certificate has guided our efforts. We
scrupulously follow the requirements of the Disclosure Certificate to assure full compliance by
the City. Even prior to Rule 15c2-12, our consultants had been providing many of the disclosure
requirements to the investment community. Specifically, NBS will perform the following:
Document Review. NBS will review pertinent documents of the issue, including the Official
Statement and Disclosure Certificate. We will identify material such as the Consolidated Annual
Financial Report and/or other operating data that the City has agreed to provide in the
Disclosure Certificate.
Data Collection. NBS will collect the annual financial information and operating data that the
City has agreed to provide to each Nationally Recognized Municipal Securities Information
Repository (NRMSIR) and the appropriate State Information Depository (SID), if any.
Report Preparation. NBS will prepare the Annual Disclosure Report as required in the
Disclosure Certificate.
Annual Dissemination. NBS will disseminate the Annual Disclosure Report to state and
national repositories and post to our website to allow public access free of charge.
Delinquency Management
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Policies. NBS will advise City that any policies established related to collection of delinquent
special assessments/taxes are consistent with foreclosure covenant and/or requirement of the
band issue.
Database. NBS will maintain database that includes regularly updated delinquency history for
each parcel located in each district.
District Delinquencies. NBS will track and report district delinquencies after each tax
installment due date, after the City's fiscal year end and prior to initiation of foreclosure
proceedings.
Property Owner Letters. NBS will prepare and mail letters (registered return receipt if
requested) to property owners at the request of the City.
Removal of Delinquent Taxes/Assessments. NBS will prepare correspondence to the
County for removal of delinquent taxes/assessments from the tax rolls in the event these
amounts are paid directly to the district.
Foreclosure Coordination. NBS will assist with foreclosure coordination
• Prepare City Council documents initiating foreclosure
• Provide delinquent amounts for foreclosure counsel
• Act as an expert witness on behalf of the City of necessary
Direct Collections. NBS will coordinate direct collections of individual delinquencies and
deposits with the Fiscal Agent.
Payment Plans. NBS will monitor payment plans established under direction of the City or
foreclosure counsel.
The following are additional delinquency management services which are already
included in the fee:
NBS will develop a comprehensive delinquency management program which includes a
discussion and interpretation of the issuer's foreclosure covenant together with a review of the
existing polices and procedures of the City. This service can be provided as part of overall
annual administration or as a stand-alone service. When deemed as the appropriate course of
action, NBS will perform the following.
Demand Letter. At the City's direction, send a demand letter to the property owner of each
delinquent parcel for the April 10th installment. This letter will be mailed to any property owner
who remains delinquent for both installments or who is delinquent for April 10th only. The
purpose of this letter is to further educate the property owner and advise them of a potential
foreclosure.
Foreclosure Letter. This type of letter is typically sent after the installments for a parcel have
been removed from the tax roll. The letter delineates what amount must be paid directly to the
City to forestall the turnover of documents to the foreclosure attorney.
Payment Plans. At the City's discretion, NBS will offer payment plans to property owners in
lieu of turning parcels over to the City's foreclosure counsel.
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Toll-Free Phone Number. NBS will provide a toll-free phone number for use by the City, other
interested parties and all property owners. Our staff will be available to answer questions
regarding the formation and ongoing collection of assessments/special taxes for the districts.
Bilingual staff is available for Spanish-speaking property owners.
14
EXHIBIT B
PAYMENT RATES AND SCHEDULE
The Consultant shall be paid based on the fee schedule provided by the Consultant attached
hereto and set forth in full, but in no event shall the total sum for fiscal year 2009/10 exceed
$59,857.21 for the total term of the Agreement as shown below. The City, at its sole discretion,
has the option to add two additional one year terms at the Base Fee Rate & Continuing
Disclosure Rate below plus 2% CPI each year. Additional years will require an amended
Agreement by the City.
Special Tax Administration Contract Fee Schedule
District #
District Name
Base Fee FY
09110 + CD
10%
Conting.
FY 09110 DM
Adjust.
Total FY 09110
CFD 88-12
Ynez Corridor
$7,022.70
$ 702.27
$ 0
$ 7,724.97
CFD 01-2 A&B
Harveston A & B
$8,583.30
$ 858.33
$ 899.17
$ 10,340.80
CFD 03-1A&B
Crowne Hill A & B
$7,542.90
$ 754.29
$ 971.99
$ 9,269.18
AD 03-04
Wolf Creek
$7,022.70
$ 702.27
$ 2,133.41
$ 9,858.38
CFD 03-03
Harveston II
$7,022.70
$ 702.27
$ 633.41
$ 8,358.38
CFD 03-06
Roripaugh Ranch
$9,623.70
$ 962.37
$ 0
$ 10,586.07
CFD 03-02
John Warner Road
$3,381.30
$338.13
$ 0
$ 3,719.43
Totals
$50,199.30
$ 5,019.93
$ 4,637.98
$ 59,857.21
CD = Continuing Disclosure (Includes Dissemination Costs)
DM = Delinquency Management
At the City's discretion, optional services are available at the stated rates to follow.
15
Optional Services
Apportionments
Apportionments will be performed upon request and paid for by the requesting party at our
then current fee structure, as shown below. NBS will apportion the assessment according
to the original method of spread, prepare the amended assessment diagram, and record the
notice of apportionment and amended diagram per Parts 10 and 10.5 of the Streets and
Highways Code.
Apportionment Fee (Four parcels or less): $950
Apportionment Fee (Five or more parcels): $1,800
(plus $35 per parcel)
Recording Fee (each): $40
Resolutions: $300
Meeting Attendance: hourly, plus travel costs*
* reasonable and customary travel costs, as needed
CPI will not apply to Apportionment work.
Municipal Disclosures
Report Fee (per report) (Fiscal Year 2009110) $1,300.50
Report Fee (per report) (Fiscal Year 2010111) $1,326.51
Report Fee (per report) (Fiscal Year 2011112) $1,353.04
Significant Event Notification hourly or $100 per event
Dissemination Services
Report Dissemination (per recipient) $25
Significant Event Dissemination (per recipient) $25
Posting to NBS website No charge
CPI applies only to Report Fee as shown on three-year tables above
Delinquency Management)
Reminder Letters $15
Demand Letters 30
Foreclosure Letters 50
Payment Plan Administration 150
Tax Roll Removal 75
Subsequent Foreclosure Fees 100
All fees are based on a per parcel/per district basis
* This fee will be recovered as part of the next levy.
This fee includes filing of "Notice of Intent to Remove Delinquent
Installments"
but does not include County fees for removal from the tax roll.
16
This fee is per parcel/per district/per year from the initiation of the
foreclosure.
CPI will not apply to Delinquency Management work.
Expenses
Customary out-of-pocket expenses will be billed to the City at actual cost to NBS. These
expenses may include, but not be limited to travel, postage, telephone, reproduction, meals
and various County charges for tapes, maps, and recording fees.
Annual Fee Increases
Cost of living increases have been pre-determined and applied as shown for a contract
period of three (3) years.
Additional Services
Following is the current hourly rate. Additional services authorized by the City will be billed
at this rate or the then-applicable hourly rate.
Director
$ 190
Senior Consultant/Programmer
150
Engineer
140
Consultant
130
Analyst
100
Clerical/Support
55
Expert Witness
TBD; with minimum fee
JTermsJ
Administration services will be invoiced quarterly at the beginning of each quarter.
Expenses will be itemized and included in the next regular invoice. Fees for all other
services will be invoiced upon completion of the project. If the project is prematurely
terminated by either party, NBS shall receive payment for work completed. Payment shall
be made within 30 days of submittal of a non-disputed invoice. If payment is not received
within 90 days simple interest will begin to accrue at the rate of 1.5% per month.
17
ITEM NO. 6
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Jerry Williams, Chief of Police
DATE: May 12, 2009
SUBJECT: Edward Byrne Memorial Justice Assistance Grant
PREPARED BY: Heidi Schrader, Management Analyst
RECOMMENDATION: That the City Council approve the Edward Byrne Memorial Justice
Assistance Grant Application for a proposed amount of $119,338.
BACKGROUND: The Edward Byrne Memorial Justice Assistance Grant Program (JAG)
is awarded by Bureau of Justice Assistance (BJA). It allows local governments to support a broad
range of activities to prevent and control crime. This grant replaces the Local Law Enforcement
Block Grant (LLEBG) program that has funded law enforcement projects within the City of Temecula
in previous years.
Requirements for submission of the JAG grant proposal to the BJA include:
30 day review period by the community with an opportunity to comment.
2. Approval of the application by the City Council.
A notice was published in the local papers on Friday April 10 outlining the grant application. The
notice invited the public to review a copy of the grant application posted in the law library at City Hall
and to submit written comments or to make verbal comments in person on the date of action.
The 2009 JAG proposal requests funds for the Temecula Police Department to participate in the
Southwest County Youth Court. These funds will be used to purchase equipment for use by
Temecula's Youth Court Officer for coordination of Temecula cases. It will also fund overtime for
the Officer to preside on Temecula cases and for extra youth oriented patrols at the Promenade
Mall. Funds will also be used to send Temecula Officers to annual training at the National
Association of Youth Courts which will ensure that we are up to date on the most effective
techniques. It is anticipated that funding of this important program will ensure early intervention in
youth crime which will reduce the likelihood of juvenile offenders re-offending.
The JAG grant is a non-competitive grant with funds allocated for the City of Temecula based on
crime statistics and population. Submission of the grant package is a requirement for funding the
grant. It is anticipated that the grant will be awarded and funds will be made available by August
2009.
FISCAL IMPACT: Appropriation of funds for the grant will be made upon notification of
the final award amount for the programs noted above.
ATTACHMENTS: Edward Byrne Memorial Justice Assistance Grant
Program Narrative
Proposal to Fund Half of the Southwest County Youth Court Program
Program Challenges
As one of the fastest-growing cities in Riverside County, Temecula faces a significant challenge to keep
pace with rapid population growth. Between 1990 and 2008, Temecula grew in population from 27,099
to 101,057, a 273% growth rate. In addition, as of 2000, 42.6% of Temecula's households were reported
to have children under the age of 18. Temecula has sought to make our community a desirable and fun
place where the youth in the surrounding area want to come. Subsequently, locations such as the
Promenade Mall have become popular youth hang outs.
With this high concentration of youth, we are experiencing an increase in juvenile crime such as
vandalism, shoplifting, theft from vehicles, alcohol and drug possession and other quality of life issues
that can negatively impact the family environment we are working so hard to ensure. In addition, the
rapid population growth has resulted in a more culturally diverse community. Many of the new residents
have moved from the inner city areas of larger metropolitan areas, such as San Diego, Orange and Los
Angeles counties. Some of the new residents brought to the area advanced ideas regarding gang and more
sophisticated criminal behavior. The result is the community has seen an increase of gang related crimes
as well which includes serious assaults, robbery, theft and graffiti. Many of these crimes are committed
in around the retail business locations like the Promenade Mall.
Should this trend continue, it is the concern of the Temecula Police Department and the City of Temecula
that the citizens and business community will be looking for another place to live and conduct business.
The result would be a loss of viable employers, increased unemployment, decreased tax revenues
affecting city and government services, vacant homes, vacant businesses, all of which often leads to a
further increase in crime in general. Many retailers and other businesses have closed their doors already
due to the economic downturn. This decrease of employers directly affects the job market available to
this year's graduates and many other youth dreaming of obtaining viable employment.
By receiving this grant funding the City of Temecula's Police Department will effectively be able to
mitigate many of the low level crimes that occur now and in the future. In addition, the program will
mentor many young people who are not criminal offenders, and afford them to chance to further their
community leadership abilities. Most youth court's experience a 96 % success rate, resulting in about 4%
of the juveniles re-offending. The Temecula Police and Muirieta Police Departments have forged a
partnership to conduct a future joint youth court project, however due to the current economic times the
City of Temecula has been unable to fund this valuable program.
Program Solutions
Our goal is to reach juvenile offenders with a comprehensive approach that starts with high visibility foot
patrols at locations saturated with juveniles and ends with an effective youth court program geared to
positively impact the juvenile offender in a way that significantly reduce the likelihood of them re-
offending. Specifically, we intend to have two uniformed school resource officers conduct foot patrol at
the Promenade Mall in Temecula during times of high juvenile activity. These officers will interact with
the numerous juveniles congregating in and around the mall in an attempt to identify those engaged in
criminal activity (tobacco, alcohol, illegal drug use or possession, vandalism or theft).
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Proposal
Page 2 of 4
Each juvenile cited or arrested will be evaluated to determine if Youth Court would be an acceptable
option for them. Our goal would be to utilize Youth Court for as many of these juveniles as is possible.
This will allow us to utilize both education/enforcement to increase the probability of success in our
Youth Court program.
Currently, the City of Munieta and their police department have initiated a successful youth court
operation known as the Southwest County Youth Court. During the planning stages of the court, our
department was involved in the planning and future implementation. The plan was for the youth court to
be a joint venture between the two cities and police departments, but at the time of inception and
implementation, the City of Temecula did not have the resources available to fund the program.
The Murrieta Police Department decided to solely operate the program until the Temecula Police
Department could participate. The Munieta Police Department has put in place the entire basic
infrastructure to insure a successful program. Their program has developed a volunteer group, which
includes Riverside County Superior Court Judges who oversee the court process. In addition they have
developed policy and procedure manuals, court case management forms, letters, and such that our
department just has to simply modify to meet our needs.
Currently the Temecula Police Department has developed its own volunteer base which includes thirty
Mock Trial Juvenile leaders which will serve as the prosecution and defense teams. The Mock Trial
Team's adult supervisors are also on board to actively participate in this important program. In addition
to the above listed volunteers, we will be required to pay half the cost of the private Guardsmark
courtroom security as well as the sworn deputy sheriff who will be assigned to the courtroom. Currently,
the City of Murrieta is paying the full cost for both of these services.
In addition, the Temecula Police Department will be required to pay for one sworn officer and one sworn
supervisor to staff each Youth Court session.
Program Goals and Objectives
Objectives
Mall Enforcement
1. To conduct high visibility foot patrols at the Promenade Mall to suppress or reduce juvenile
crime.
2. To contact juvenile non-offenders to develop a positive police / juvenile rapport.
3. To meet with and develop rapport with businesses that caters to or attracts juveniles. Tailor
business and law enforcement strategies to address and mitigate juvenile crimes.
4. To work with mall security to identify juvenile offenders.
5. Work with retailers, security, and the public to identify current juvenile crime trends.
6. Contact, counsel or arrest juvenile offenders.
7. Develop rapport with juvenile's parents or family and develop a course of action to mitigate the
juveniles criminal behavior.
8. Encourage non-violent juvenile offenders and their parents to be involved with the Youth Court
Project or Youth Accountability Team (YAT.)
9. Use citations or normal juvenile criminal process as a last resort to mitigate juvenile criminal
behavior.
Youth Court
RAGrantsTolice Grants_Heidi\Grants 2009-10VAG 2009\1 _Program Narrative.doc
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Proposal
Page 3 of 4
1. Work with schools, the community and police officers to obtain juvenile referrals to the Youth
Court process.
2. Work with the Youth Accountability Team staff to review juvenile criminal reports for Youth
Court case development.
3. Work with juvenile offenders and encourage their volunteer participation in the Youth Court
process.
4. Work with parents of juvenile offenders and encourage them to support or allow their child to
participate in the Youth Court process.
5. Identify resources that are available to parents whose child is a juvenile offender, such as the
Parent Project, Safe Alternatives for Everyone (SAFE), Social Services, school officials and
related programs, counseling services, drug and alcohol intervention programs, etc.
6. SAFE and officers would conduct juvenile offender case management, including mentoring and
the monitoring of the juvenile's progress. The process would include school and home visits,
community service, etc.
7. Involve high school student leaders and Mock Trial teams in the youth court process.
8. Develop and showcase positive peer role models.
9. Involve juvenile offenders in the positive side of the Youth Court process such as Peer Jury
Duty, court clerk duties, etc.
10. Provide a program for high school students to fulfill their community service requirements.
Goals
1. To review at least 8 youth court cases a quarter.
2. To fund at least 65 overtime hours for youth patrol a quarter.
3. To mitigate a minimum of 33 juvenile criminal cases per year.
Organization Capabilities and Competencies
The City maintains a comprehensive accounting system with various modules, including general ledger,
payroll, accounts payable, accounts receivable, and capital assets. Utilizing this accounting system, the
City has developed a fund model to ensure and demonstrate its compliance with restrictions placed on
public resources. This fund model facilitates the segregation of resources and promotes accuracy of its
recordkeeping functions. Each fund is established utilizing a detailed subsidiary system to assist in
monitoring individual program and classification of both revenue and expenditure transactions. The City
completes various reconciliations to assist in ensuring the integrity of its fund structure and its pooled
cash and investments recorded separately in each fund. The City intends to establish and maintain a
separate fund for the Federal grant monies supporting the Edward Byrne Memorial Justice Assistance
Grant (JAG) Formula Program utilizing Recovery Act Funds.
The city currently has seven school resource officers and one Youth Accountability Team (YAT) officer
whose primary focus is the direct or indirect contact with about 28,000 students within the Temecula
Valley Unified School District. Currently the Southwest Station and the Temecula Police Department's
patrol officers process three to four hundred juvenile cases a year. Many of the cases are low level, non-
violent misdemeanor or infraction cases.
This case load is a huge burden on the YAT team and the Juvenile Probation/Justice system. The YAT
team is at best able to mitigate about 130 cases per year. By the addition of the Youth Court Project and
the Mall patrol program, officers will be able to mitigate some of the remaining cases, either through
direct citation to Temecula Traffic Court, or by referring the juveniles to the Youth Court process. The
Youth Court will be able to initially hear at least 33 cases the first year.
RAGrantsTolice Grants_Heidi\Grants 2009-10\JAG 2009\1 _Program Narrative.doc
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Proposal
Page 4 of 4
Activities that Can Be Started Expeditiously/Project Timeline
The City has been working on developing a youth court program for the past two years and has a plan to
implement this program as soon as funding is identified. We anticipate being able to begin this program
in the Fall of 2009. We have already begun meeting with the local mock-trial teams at local high schools
and facilitated an opportunity to sit in during a recent Munieta Youth Court session.
Performance Measures
Timeline /Project Plan
1. Youth Offender will meet with case management team at the conclusion of their case for initial
signup.
2. Each adjudicated case will be monitored for about three months, based on case judgment.
3. After initial court start up, a three month period will result in a normal case management of about
Six to Eighteen cases.
4. Cases will be monitored by Safe Alternatives for Everyone (SAFE) staff and the youth court
officer.
5. If the juvenile completes all of the requirements of his/her sentence, their criminal case will be
expunged.
6. If the juvenile does not complete the requirements, their case will be sent for normal review either
through the YAT program or the juvenile justice system.
7. Reports will be sent to the City Finance Department and maintained in a central file.
8. During the high visibility foot patrols at the Promenade Mall, Officers will record the total number
of juveniles contacted and any, enforcement or intervention actions taken at the conclusion of each
patrol shift. We will be able to report the number of juvenile cases referred to Youth Court each
quarter.
9. Quarterly reports will be completed and forwarded within 10 calendar days after the end of each
calendar quarter starting July 10, 2009.
RAGrantsTolice Grants_Heidi\Grants 2009-10VAG 2009\1 _Program Narrative.doc
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Application
Budget Detail and Narrative Worksheet
C. Travel - Itemize travel expenses of project personnel by purpose (e.g., staff to training, field
interviews, advisory
group meeting, et
c.). Show the basis of computation (e.g., six people to 3-day
training at $X airfare, $X lodging, $X
subsistence). In training projects, travel and meals for trainees
should be listed separately. Show the number of trainees and the unit costs involved. Identify the
location of travel, if
known. Indicate
source of Travel Policies applied, Applicant or Federal Travel
Regulations.
Purpose of Travel
Location
Item Computation Cost
All travel expenses are for sending one Officer and one Sergeant to the Annual National Association of
Youth Courts (NAYC)
conference for four years. The NAYC conference will provide a valuable source of
knowledge for our team as they network with other Youth Court officers and learn techniques and options
for operating our local Youth Court.
All travel will be in accordance with City of Temecula travel
policies.
TOTAL $ 9 688
2 Officers to
NAYC Regional
Airfare
2 Officers x $240 airfare x 4
$1,920
training
Training
years
2 Officers to
NAYC Regional
Rental Car
3 days x $100/day rental x 4
$1,200
training
Training
years
2 Officers to
NAYC Regional
Meals
$75/day x 2 Officers 3 days x 4
$1,800
training
Training
years
2 Officers to
NAYC Regional
Lodging
$173/night x 2 Officers x 2
$2,768
training
Training
nights x 4 years
2 Officers to
NAYC Regional
Tuition
$250/person x 2 Officers x 4
$2,000
training
Training
years
Office supplies (printing, literature, business cards, etc.) $500/year x 4 years $2,000
debrief; and to make improvements or modify the program to meet updated needs. Additionally,
E. Supplies -List items by type (office supplies, postage, training materials, copying paper and
expendable equipment items costing less than $5,000, such as books, hand held tape recorders) and show
the basis for computation. (Note: Organization's own capitalization policy may be used for items costing
less than $5,000). Generally, supplies include any materials that are expendable or consumed during the
course of the project.
Supply Items Computation Cost
certificates of completion will be issued to the juveniles involved in the program. Mock Trial participants
will be recognized for their participation and hard work through certificates and other awards. Office
supplies and Polo Shirts will be used on a daily basis for Youth Court operations as volunteers and staff
members interact with the public.
TOTAL S 12,480
Food
and
recognition
awards
for
annual
banquet
$1
,000
banquet
per
x
4
years
$4,000
O
Palo Shirts for Teacher/Student Volunteers
$30/each x 50 shirts x 4 years
$6,000
Polo Shirts for four involved PD staff` members
$30/each x 4 x 4 years
$480
The
annual banquet
is a
way to
bring
together
all youth
court
partici
pantants
,
to
uct an
informal
conduct
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Proposal
Page 2 of 3
G. Consultants/Contracts - Indicate whether applicant's formal, written Procurement Policy or
the Federal Acquisition Regulations are followed.
All personnel costs are covered under Contractual Serv
ices due to the law enforcement contractual
services provided by the Riverside County Sheriff's Department for the City of Temecula. The Guard
provided through Guardsm ark and the Court Deputy are contracted with the City ofMurrieta through the
Riverside County Sheriff's Department Court Services.
The City of Temecula will follow written
Procurement Policy in order to pay a portion of the Court
Deputy and Guard Services.
Name of Consultant Service Provided
Computation Cost
The Southwest County Youth Court uses the Temecula
Traffic Court, per agreement with Riverside
County. Per this agreement, the Riverside County Sheriff's Department requires that the courtroom be
staffed with one Court Services Deputy Sheriff trained in courtroom procedures and security. A company
known by the name of Guardsmark is required by Riverside County to maintain visitor and client security
screening at the entry point the courtroom. Guardsmark uses metal detecting devices and x-ray
screening. All persons who enter the court are required to
be screened for security reasons.
TOTAL $ 94.081
Riverside County
1 Officer - YouthCourt
60 OT hours x $53.90/hr x 4
$12,936
Sheriff s Department
Coordination
years
Riverside County
1 Sergeant -Youth Court
60 OT hours x $80.37/hr x 4
$19,289
Sheriff's Department
Coordination
years
Riverside County
1 Officer - Juvenile/Mall
260 OT hours x $53.90/hr x 4
$56,056
Sheriff's Department
Foot Patrols
years
Riverside County
Guard Services in Court
'/z Annual Costs of Guard {$400)
$1,600
Sheriff's Department
Room
x 4 years
Court Services
Riverside County
Court Deputy Services
'/z Annual Costs of Court
$4,200
Sheriff s Department
Deputy {$1,050} x 4 years
Court Services
Portable Printer with Case $400 x 1 printer $400
H. Other Costs -List items (e.g., rent, reproduction, telephone, janitorial or security services, and
investigative or confidential funds) by major type and the basis of the computation. For example, provide
the square footage and the cost per square foot for rent, or provide a monthly rental cost and how many
months to rent.
Description Computation Cost
laptop
computer, case, and portable printer. The Youth Court Officer will be making school and home visits to
juveniles involved the program. Having the laptop computer at his/her disposal, the Officer will have all
of the required forms at hand, and will be able to track the juvenile's progress. The cell phone will be
used 24 hours aday / 7 days per week by the Officer. The Youth Court Officer will be called many times
by other Officers, the public, juveniles and their parents who are involved in the Youth Court Process.
The Youth Court Officer is often able to solve many problems via the cell phone when he/she does not
have access to a dedicated land line phone service.
TOTAL $ 5,760
Cell
Phone
Service
$70/month
x 48
months
$3,360
Laptop Computer
$2,000 x 1 computer
$2,000
The Youth
Court O
Officer position will be
a
very mobile
bile position which necessitates the need for a
R:\GrantslPolice Grants_Heidi\Grants 2009-101JAG 2009\2 Budget Narrative.doc
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Proposal
Page 3 of 3
Budget Summary - When you have completed the budget worksheet, transfer the totals for each
category to the spaces below.
Compute the total direct costs and the total project costs. Indicate the
amount of Federal requested and
the amount of non-Federal funds that will support the project.
Budget Category
Amount
A. Personnel
$0
B. Fringe Benefits
$0
C. Travel
$9,688
D. Equipment
$0
E. Supplies
$12,480
F. Construction
$0
G. Consultants/Contracts
$94,081
H. Other
$5,760
Total Direct Costs
$122,009
1. Indirect Costs
$0
TOTAL PROJECT COSTS
$122,009
Federal Request
$119,338
Non-Federal Amount
$2,671
RAGrantsTolice Grants_Heidi\Grants 2009-10VAG 2009\2 Budget Narrative.doc
Review Narrative
On Friday, 4/10/09 the following notice will be published in the local media, on the City of Temecula
website at City Hall, and at two additional locations within City limits.
Notice of Availability for review and comment
THE CITY OF TEMECULA
43200 Business Park Drive
Temecula, CA 92590
CONSIDERATION OF A GRANT APPLICATION has been scheduled before the CITY
COUNCIL
to consider the matter described below.
Case No: Grant Application - Edward Byrne Memorial Justice
Assistance Grant
Applicant: City of Temecula Police Department
Location: Citywide
Proposal: The City of Temecula Police Department is applying for
grant funds to participate in a Comprehensive Youth Court
Program
Any person may submit written comments to the Temecula Police Department before the date
of action or may appear and be heard in support of or opposition to the grant at the date of
action. The proposed grant application may be viewed in the Law Library, in the City Clerk's
Department, 43200 Business Park Drive, Temecula, California, Monday through Friday from
8:00 a.m. until 5:00 p.m. Questions concerning the grant may be addressed to Heidi Schrader,
City of Temecula Police Department, (951) 693-3923.
PLACE OF ACTION City Council Chambers
43200 Business Park Drive
Temecula, California
DATE OF ACTION May 12, 2009
TIME OF HEARING 7:00 PM
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Proposal
Page 2 of 3
On the date of 5/12/09, the following agenda report will be sent to the Temecula City Council for consent
and approval by the local governing body.
TO: City Manager/City Council
FROM: Jerry Williams, Chief of Police
DATE: May 12, 2009
SUBJECT: Edward Byrne Memorial Justice Assistance Grant
PREPARED BY: Heidi Schrader, Management Analyst
RECOMMENDATION: That the City Council approve the Edward Byrne Memorial Justice
Assistance Grant Application for a proposed amount of $119,338.
BACKGROUND: The Edward Byrne Memorial Justice Assistance Grant Program
(JAG) is awarded by Bureau of Justice Assistance (BJA). It allows local governments to support
a broad range of activities to prevent and control crime. This grant replaces the Local Law
Enforcement Block Grant (LLEBG) program that has funded law enforcement projects within the
City of Temecula in previous years.
Requirements for submission of the JAG grant proposal to the BJA include:
1. 30 day review period by the community with an opportunity to comment.
2. Approval of the application by the City Council.
A notice was published in the local papers on Friday April 10 outlining the grant application. The
notice invited the public to review a copy of the grant application posted in the law library at City
Hall and to submit written comments or to make verbal comments in person on the date of
action.
The 2009 JAG proposal requests funds for the Temecula Police Department to participate in the
Southwest County Youth Court. These funds will be used to purchase equipment for use by
Temecula's Youth Court Officer for coordination of Temecula cases. It will also fund overtime
for the Officer to preside on Temecula cases and for extra youth oriented patrols at the
Promenade Mall. Funds will also be used to send Temecula Officers to annual training at the
National Association of Youth Courts which will ensure that we are up to date on the most
effective techniques. It is anticipated that funding of this important program will ensure early
intervention in youth crime which will reduce the likelihood of juvenile offenders re-offending.
The JAG grant is a non-competitive grant with funds allocated for the City of Temecula based
on crime statistics and population. Submission of the grant package is a requirement for
funding the grant. It is anticipated that the grant will be awarded and funds will be made
available by August 2009.
FISCAL IMPACT: Appropriation of funds for the grant will be made upon notification
of the final award amount for the programs noted above.
RAGrantsTolice Grants Heidi\Grants 2009-101JAG 2009\3 JAG Review.doc
City of Temecula
Edward Byrne Memorial Justice Assistance Grant Proposal
Page 3 of 3
ATTACHMENTS: Edward Byrne Memorial Justice Assistance Grant.
RAGrantsTolice Grants Heidi\Grants 2009-101JAG 2009\3 JAG Review.doc
Abstract
Applicant Name: City of Temecula
Project Title: Proposal to Fund Half of the Southwest County Youth Court Program
Project Goals:
1. To review at least 8 youth court cases a quarter.
2. To fund at least 65 overtime hours for youth patrol a quarter.
3. To mitigate a minimum of 33 juvenile criminal cases per year.
Strategies to Be Used: This proposal identifies two aspects of the Youth Court process: enforcement and
education. The major strategies for this two pronged approach include:
1. Conduct high visibility foot patrols at the Promenade Mall to suppress or reduce juvenile crime
and to develop a positive police /juvenile rapport.
2. To meet with and develop rapport with businesses that caters to or attracts juveniles. Tailor
business and law enforcement strategies to address and mitigate juvenile crimes.
3. Encourage non-violent juvenile offenders and their parents to be involved with the Youth Court
Project or Youth Accountability Team (YAT.) Work with the Youth Accountability Team staff
to review juvenile criminal reports for Youth Court case development.
4. Identify resources that are available to parents whose child is a juvenile offender, such as the
Parent Project, Safe Alternatives for Everyone (SAFE), Social Services, school officials and
related programs, counseling services, drug and alcohol intervention programs, etc.
5. Develop and showcase positive peer role models and involve juvenile offenders in the positive
side of the Youth Court process such as Peer Jury Duty, court clerk duties, etc.
Major Deliverables: All JAG grant funded overtime will require a statistical log be filled out indicating
youth contacted, cases managed and other pertinent data. These logs will be compiled into a quarterly
report to be delivered to the Bureau of Justice Assistance.
Coordination Plans: The Temecula Police Department has already been coordinating with the Murrieta
Police Department to set up the Southwest Youth Court Program. This program is operating successfully
and coordinating with many local agencies through the Temecula Police Department such as Safe
Alternatives for Everyone, the Temecula Valley School District, the Youth Accountability Team and the
Parent Project. Upon notice of funding, one School Resource Officer is ready to start working with the
Murrieta Youth Court to set up cases for Temecula Offenders. Mall staff is also ready to begin saturation
patrols in conjunction with this program.
ITEM NO. 7
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2009
SUBJECT: Third Amendment to Contract with Meyer & Associates
PREPARED BY: Cathy McCarthy, Development Services Administrator
RECOMMENDATION: That the City Council approve the third amendment to the agreement
with Meyer & Associates in the amount of $27,683.50, plus 10% contingency of $2,768.
BACKGROUND: On November 22, 2005 the City and TCSD approved an agreement
with Meyer & Associates for the development of a conceptual master plan and plans and
specifications for the Temecula Community Center (TCC) expansion project in the amount of
$138,880. On July 10, 2007 Council approved the first amendment to the agreement in the amount
of $70,052.50 for additional scope of work associated with grading plans and engineering costs. A
Second Amendment was approved February 26, 2008 in the amount of $47,540. This amendment
provided additional work associated with the plans and specifications for tenant improvements
needed for the Escalier House and barn after relocation to the TCC property.
The third amendment before you provides a scope and cost for additional design work required for
the Escalier House and barn. This work includes structural design for walls inside the barn to meet
County Health requirements for food storage. It includes electrical design to replace the existing
electrical wiring for the Escalier House to address safety issues. The amendment also includes
additional design to address efficiency requirements to comply with Title 24.
The improvements to the TCC area will greatly enhance our ability to provide a full range of human
service programs in one location within the City.
FISCAL IMPACT: Community Development Block Grant (CDBG) funds for this
amendment are available in the CIP account No. 210-190-197. The additional cost associated with
this amendment is $27,683.50 and a 10% contingency, which brings the total cost of this contract to
$284,156 with a 10% contingency amount of $28,415.
ATTACHMENTS: Third Amendment to Agreement
THIRD AMENDMENT TO AGREEMENT
BETWEEN CITY OF TEMECULA AND
MEYER AND ASSOCIATES
TCC EXPANSION PROJECT
THIS THIRD AMENDMENT is made and entered into as of May 12, 2009, by
and between the City of Temecula ("City"), a municipal corporation, and Meyer and
Associates ("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 which
each party agrees to be true and correct:
a. On November 22, 2005 the City and Meyer and Associates ("Consultant")
entered into that certain agreement entitled "City of Temecula Agreement
for TCC Expansion Project" ("Agreement"), in the amount of $138,880.
b. On July 10, 2007 the parties entered into the "First Amendment to
Agreement" in the amount of $70,052.50.
C. On February 26, 2008 the parties entered into the "Second Amendment to
Agreement" in the amount of $47,540.
d. The parties now desire to increase the payment for services in the amount
of $27,683.50 and amend the Agreement as set forth in this Third
Amendment.
2. Section v.a. 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 though set forth in full. The payment for the
work required by the First Amendment to the Agreement shall not exceed
seventy thousand fifty two dollars and 50/100 ($70,052.50) plus a 10%
contingency in the amount of seven thousand five dollars and No/100
($7,005.00). The payment for the work required by the Second
Amendment to the Agreement shall not exceed forty seven thousand five
hundred forty dollars ($47,540) plus a 10% contingency in the amount of
four thousand seven hundred fifty four dollars ($4,754). The payment for
the work required by the Third Amendment to the Agreement shall not
exceed twenty seven thousand six hundred eighty three dollars and
50/100 ($27,683.50) plus a 10% contingency in the amount of two
thousand seven hundred sixty eight dollars ($2,768).The total amount of
payment pursuant to the Agreement, as amended, shall not exceed the
sum of two hundred eighty four thousand one hundred fifty six dollars
($284,156) plus the contingencies authorized by the original agreement
and the First, Second and Third Amendments."
1
CAProgram Files\Neevia.Com\Document Converterltemp\915733.doc
3. Exhibits B and C to the Agreement are hereby amended by adding thereto the
items set forth on Attachment "A" to this Third Amendment, which Attachment "A" is
attached hereto and incorporated herein as though set forth in full.
4. Section 1, Term, is hereby amended to provide that the Agreement, as amended,
expires on June 30, 2010.
5. Except for the changes specifically set forth herein, all other terms and conditions
of the Agreement are hereby ratified and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF TEMECULA
Maryann Edwards, Mayor
ATTEST:
BY:
Susan W. Jones, MMC, City Clerk
Approved As to Form:
BY:
Peter M. Thorson, City Attorney
CONSULTANT:
Meyer and Associates
23265 South Pointe Drive, Suite 102
Laguna Hills, CA 92653
Attention: Randy Meyer
949-380-1151
949-380-8117 fax
BY:
Randy Meyer, Principal
2
CAProgram Files\Neevia.Com\Document Converterltemp\915733.doc
EXHIBIT A
Attached hereto and incorporated herein is the additional scope of work and associated cost as
provided by the Consultant.
CAProgram Files\Neevia.Com\Document Converterltemp1915733.doc
Exhibit A
description of extra work
(Revised)
ADDITIONAL ARCHITECTURAL DESIGN
Provide structural drawings for Barn ceiling improvements. (Note:
Finish surface selections are part of our previous contract work).
2. Provide coordination with Structural Engineer, Electrical Engineer, and
Mechanical Engineer.
3. Field measure windows for Title 24 compliance calculations. Observe
windows in need of repair or replacement. Document windows
requiring attention. Prepare window repair/replacement drawings.
(Note: All window protective devices must be removed by City prior
to Architect's site visit).
4. Field observe and document interior and exterior finish areas requiring
patching or repair. Prepare documents illustrating required patching
or repair.
5. Research products/techniques and prepare drawings for addition of
wall insulation in exterior house walls.
6. Provide required ventilation and access for Barn attic areas above
new dropped ceiling.
7. Provide management and project administration.
8. Provide 2 construction site visits.
9. Provide shop drawing review.
10. Review RFI's and respond as necessary.
11. Review Contractor prepared Record Drawings. Prepare as-built
drawings. Provide mylar plans of as-built conditions as recorded by
the Contractor (post-construction). As-built drawings do not include
major changes to landscape and irrigation plans. All as-built drawings
shall be prepared by Architect and do not include changes by
Subconsultant Engineers.
ADDITIONAL STRUCTURAL ENGINEERING
1. Provide structural design, calculations, and sketches for flat ceiling
design at Barn so that drywall finish can be applied to provide an
acceptable surface for food storage. (Note: Existing roof framing is
not adequate to support additional ceiling loading).
2. Coordination with Architect.
3. Review RFI's and respond as necessary.
ADDITIONAL ELECTRICAL ENGINEERING
1 . Provide 2 visits to site to obtain interior electrical information. (Note:
City to provide ladder access to building and temporary lighting as
necessary for detailed review of interior).
2. Provide coordination with SCE.
3. Provide coordination with the City's Building Department.
4. Provide coordination with Architect.
5. Provide electrical engineering and construction documents for:
A. Removal of existing House electrical equipment, devices,
plates, j-boxes, and light fixtures.
B. Replacement of removed items with new conduit, wire,
light fixtures, power outlets, j-boxes, plates, and electrical
panel.
6. Prepare electrical Title 24.
7. Provide 1 construction site visit.
8. Provide shop drawing review.
9. Review RFI's and respond as necessary.
ADDITIONAL MECHANICAL ENGINEERING
1. Provide Kitchen and Laundry Room plumbing and water/sewer
hookups.
2. Recalculate hot water demand for new hookups and increase water
heater capacity.
3. Provide coordination with Architect.
4. Provide 2 construction site visits.
5. Provide shop drawing review.
6. Review BFI's and respond as necessary
RESPONSIBILITIES OF THE CITY
1. If available, provide documents accurately describing the existing
buildings. Coordinate and pay for required testing for hazardous
materials, including asbestos investigation and report. Provide
hazardous materials abatement specifications if necessary.
2. Coordinate and monitor document reviews, checking, and approvals.
Pay all agency fees.
3. Pay for reproduction of final bid documents (plans and specs).
4. Provide construction administration and inspection services.
5. Provide any required environmental surveys and reports.
6. Furnish City's standard front end bid documents ("Boiler Plate") in
final form for the project specifications.
7. Provide plan check submissions to City, County, State or Federal
Agencies if necessary.
8. Provide access to all areas of the site necessary for consultant
reviews. Provide temporary lighting as necessary for detailed interior
observations.
9. Coordinate all meetings with City Staff.
10. Provide specific architectural program and technical assistance
regarding operation of the facility.
11. Provide any additional information required by the Consultant for
proper performance of the work.
12. Provide documents or files to Contractor for as-built drawings.
13. Provide all hazardous materials investigations and reports.
14. Review landscape and irrigation construction submittals.
15. Attach this proposal (minimum Project Description, Scope of
Services, and Fee Proposal) to any design services contract or
contract addendum.
EXCLUSIONS BY MEYER AND ASSOCIATES
(Excluded services can be provided for additional fees).
1. All Consultant or Sub-Consultant services that are not listed as
services to be included in our Scope of Services.
2. All Sub-Consultants and disciplines that are not listed as participants
on our project team.
3. Excluded services include the following:
a. Construction documents for improvements other than
those listed in the Project Description.
b. Artists renderings or illustrations. Models.
c. Environmental impact reports or similar documents.
d. Plan check, permit or similar fees to governmental
agencies.
e. Preparation or modification of drawings or documents due
to City changes to previously approved documents or City
changes to previous City direction.
f. Printing or reproduction of documents for project bidding or
construction.
g. Studies or analyses not specifically listed as included. Any
off-site studies or analyses. Investigations of existing
building systems, barriers to the disabled, seismic
conditions, etc.
h. On-site field utility investigations in addition to pre-planning
document research information provided by Underground
Service Alert. Utility pot-holing.
i. Additional soils investigations for agricultural suitability or
foundation design.
j. Off-site services including off-site utility connections,
studies, or research.
k. Street improvement documents for signalized intersections
or for street improvements.
1. Consulting of any kind with respect to hazardous materials
such as asbestos, mold, or lead paint.
m. On-going grounds or building maintenance analyses or
reports.
n. Destructive testing, x-ray services, or other invasive
building investigations.
o. Materials demolition or removal for evaluations.
p. Providing specialized testing equipment or specialty testing
by specialty consultants.
q. Fire sprinkler, fire alarm, or smoke control engineering or
construction documents, design coordination with City
vendors, plan set-up for design/build construction.
r. Means of egress plan (typically not required by Fire
Department for this project scope).
s. Meetings or site visits in excess of those specifically
outlined in this proposal.
t. Timed egress analysis or fire modeling (not required by Fire
Department for this project).
u. Alternative or phased plans.
V. Security system or alarm system design, design
coordination with City vendors, plan set-up for design/build
construction.
w. Acoustical study or design by an acoustical consultant.
x. Traffic or parking studies or reports.
y. Furniture or equipment design, layout, specifications, or
purchasing. Interior design.
Z. Wiring design for data and telephone. (If desired wiring
design can be provided by City on marked up plan and
transferred to construction drawings by Consultant).
aa. Video systems.
bb. Site retaining wall design. Building retaining walls or
complex site retaining walls with special loading
requirements (such as automobile surcharges, etc.), other
than foundation walls.
cc. Additional sub-surface site drainage systems.
dd. Pile and grade beam foundation system.
ee. Prestressed concrete design.
ff. Boundary survey.
gg. Additional WQMP, SWPPP, or similar storm water
management plans. BMP's.
hh. Kitchen design.
ii. Value. engineering.
jj. Certifications of as-built or record documents for
completeness or accuracy. The Architect will not have
sufficient knowledge of the day-to-day operations of the
Contractor to make such a certification.
kk. Health Department submittals.
11. Additional construction support services or post
construction support services.
mm. Lighting or power design for the house structure.
nn. Electrical Title 24 calculations except for barn and site
lighting.
oo. Additional grading and drainage plans. Civil Engineering
services other than site utilities plan.
pp. Improvements to existing structures except as previously
contracted or as described herein.
qq. Seismic analysis, seismic retrofit, or seismic related
structural design of any to the existing structures. Design
of any structure moving or relocation systems, or similar.
rr. Major landscape or irrigation changes on as-built drawings.
Any as-built landscape or irrigation plans by Irrigation
Designer. Any as-built drawings by Electrical or
Mechanical Engineers. (As-built plans shall be drafted by
Architect only).
professional fees
(Revised)
Meyer
and Associates proposes
to complete the proposed Scope
of
Work for the
followi
ng fees:
(Itemiz
ed hours are estimates only and may vary from actual hours expended per task).
ADDITIONAL ARCHITECTURAL DESIGN
1.
Structural Drawings
Architect:
2.00 Hours @ $125.00/Hour
$
250.00
AutoCAD Operator:
8.00 Hours @ $60.00/Hour
$
480.00
Word Processing:
1.00 Hour @ $40.00/Hour
$
40.00
2.
Subconsultant Coordination
Architect:
3.00 Hours @ $125.00/Hour
$
375.00
3.
Site Visit/Window Documen
tation
Architect:
4.00 Hours @ $125.00/Hour
$
500.00
4.
Window Drawings/Specs
Architect:
2.00 Hours @ $125.00/Hour
$
250.00
AutoCAD Operator:
6.00 Hours @ $60.00/Hour
$
360.00
Word Processing:
1.00 Hour @ $40.00/Hour
$
40.00
5.
Site Visit/Document Interior
Architect:
5.00 Hours @ $125.00/Hour
$
625.00
6.
Interior Documents
Architect:
4.00 Hours @ $125.00/Hour
$
500.00
AutoCAD Operator:
10.00 Hours @ $60.00/Hour
$
600.00
Word Processing:
1.00 Hour @ $40.00/Hour
$
40.00
7.
Research/Wall Insulation Documents
Architect:
2.00 Hours @ $125.00/Hour
$
250.00
AutoCAD Operator:
2.00 Hours @ $60.00/Hour
$
120.00
Word Processing:
1.00 Hour @ $40.00/Hour
$
40.00
8.
Barn Attic Ventilation Calcs/Documents
Architect:
3.00 Hours @ $125.00/Hour
$
375.00
AutoCAD Operator:
5.00 Hours @ $60.00/Hour
$
300.00
Word Processing:
1.00 Hour @ $40.00/Hour
$
40.00
9.
Construction Visits (2)
Architect:
8.00 Hours @ $125.00/Hour
$
1,000.00
10.
Shop Drawings
Architect:
3.00 Hours @ $125.00/Hour
$
375.00
11.
RFI's
Architect:
3.00 Hours @ $125.00/Hour
$
375.00
12.
Extra Work Administration
Architect:
8.00 Hours @ $125.00/Hour
$
1,000.00
13.
As-Built Drawings
Architect:
16.00 Hours @ $125.00/Hour
$
2,000.00
AutoCAD Operator:
20.75 Hours @ $60.00/Hour
$
1,245.00
Reproduction:
Allowance for Mylars
$
2,500.00
Word Processing/Clerical:
1.00 Hour @ $40.00/Hour
$
40.00
SUBTOTAL
$
13,720.00
ADDITIONAL STRUCTURAL ENGINEERING
1.
Barn Ceiling Design/Calculations
Structural Engineer: 7.50 Hours @ $125.00/Hour
$
937.50
2.
Coordination
Structural Engineer: 1 .00 Hour @ $125.00/Hour
$
125.00
3.
RFI'S
Structural Engineer: 2.00 Hours @ $125.00/Hour
$
250.00
4.
15% Insurance and Administration
$
196.00
SUBTOTAL
$
1,508.50
ADDITIONAL ELECTRICAL ENGINEERING
1.
2 Site Visits
Electrical Engineer:
12.00 Hours @ $140.00/Hour
$
1,680.00
2.
SCE Coordination
Electrical Engineer:
2.00 Hours @ $140.00/Hour
$
280.00
3.
Mechanical and Architectural Coordination
Electrical Engineer:
1.00 Hour @ $140.00/Hour
$
140.00
4.
Demo Plans
Electrical Engineer:
1.00 Hour @ $140.00/Hour
$
140.00
AutoCAD Operator:
4.00 Hours @ $80.00/Hour
$
320.00
Word Processing:
2.00 Hours @ $40.00/Hour
$
80.00
5.
Improvement Plans
Electrical Engineer:
8.00 Hours @ $140.00/Hour
$
1,120.00
AutoCAD Operator:
16.00 Hours @ $80.00/Hour
$
1,280.00
Word Processing:
3.00 Hours @ $40.00/Hour
$
120.00
6.
Title 24
Electrical Engineer:
5.75 Hours @ $140.00/Hour
$
805.00
7.
Construction Visit (1)
Electrical Engineer:
4.50 Hours @ $140.00/Hour
$
630.00
8.
Shop Drawings
Electrical Engineer:
2.00 Hours @ $140.00/Hour
$
280.00
9.
RFI's
Electrical Engineer:
1.00 Hour @ $140.00/Hour
$
140.00
10.
15% Insurance and Admi
nistration
$
1,050.00
SUBTOTAL
$
8,065.00
ADDITIONAL MECHANICAL ENGINEERING
1.
Kitchen/Laundry Plumbing Plans
HVAC Engineer:
2.00 Hours @ $115.00/Hour
$
230.00
Plumbing Engineer:
6.00 Hours @ $105.00/Hour
$
630.00
Principal:
1.00 Hour @ $155.00/Hour
$
155.00
AutoCAD Operator:
2.00 Hours @ $80.00/Hour
$
160.00
Word Processing:
2.00 Hours @ $40.0011-four
$
80.00
2.
Recalculate HW Demand
Plumbing Engineer:
1.00 Hour @ $105.00/Hour
$
105.00
3.
Architectural Coordination
Plumbing Engineer:
1.00 Hour @ $105.00/Hour
$
105.00
4.
Construction Visits (2)
Plumbing Engineer:
12.00 Hours @ $105.00/Hour
$
1,260.00
5.
Shop Drawings
Plumbing Engineer:
2.00 Hours @ $105.00/Hour
$
210.00
6.
BFI's
Plumbing Engineer:
1.00 Hour @ $105.00/Hour
$
105.00
7.
15% Insurance and Adminis
tration
$
450.00
SUBTOTAL
$
3,490.00
REIMBURSABLE ALLOWANCE
1. Plotting and Reproduction
$ 900.00
TOTAL ADDITIONAL FEE $ 27,683.50
Bid support services as requested shall be billed separately at the enclosed
Standard Hourly Rates. Construction support services can be handled in
the same manner.
The above fees include costs for transportation, telephone, interim
submittals, review specifications, and normal insurance coverage. Meyer
and Associates understands the City will furnish information and services
listed after our Scope of Services.
These fees have been based on the Project Description and Scope of
Work. Meyer and Associates will provide construction documents for
improvements within the limits of the Project Description and Scope of
Work. Documents for improvements exceeding the Project Description or
Scope of Work are not included. Should the Project Description or Scope
of Work be increased, the fee may be adjusted accordingly.
Services will be billed on an hourly basis for actual work performed up to
the total not-to-exceed fee. The breakdown of fees above is a guideline
only to illustrate estimated fee components of the overall services.
Without exceeding the not-to-exceed fee, actual work performed will be
responsive to specific job requirements and may vary from the itemized
listing above.
standard hourly rates
1. MEYER AND ASSOCIATES will provide services, as may be required and authorized
by the City, for hourly fees in accordance with the following schedule:
Project Coordinator
$
125.00
Project Architect
$
125.00
Project Landscape Architect
$
125.00
CAD Operator
$
60.00
Word Processor
$
40.00
Clerical
$
40.00
2. R.F. DANIELS AND ASSOCIATES will provide services, as may be required and
authorized by the City, for hourly fees in accordance with the following schedule:
Principal Engineer $ 125.00
Clerical $ 40.00
3. REEDCORP will provide services, as may be required and authorized by the City, for
hourly fees in accordance with the following schedule:
Principal Engineer $ 140.00
CAD Operator/Drafting $ 80.00
Clerical $ 40.00
4. F.T. ANDREWS will provide services, as may be required and authorized by the
City, for hourly fees in accordance with the following schedule:
Principal
$
140.00
Engineer (HVAC)
$
115.00
Engineer (Plumbing)
$
105.00
CADD Technicians
$
80.00
Clerical
$
55.00
5. LANDSCAPE IRRIGATION CONSULTING will provide irrigation design services, as
may be required and authorized by the City, for hourly fees in accordance with the
following schedule:
Principal Irrigation Designer $ 110.00
AutoCAD Operator $ 60.00
Clerical $ 40.00
fee notes
1. Consultation in connection with Contractor disputes, arbitration, litigation,
court appearances and additional consultants will be quoted separately and
is not a part of this proposal.
2. Additional billing classifications may be added to the above listing during
the year as new positions are created.
3. It should be noted that the foregoing wage rates are effective through
September 1, 2009. The rates may be negotiated with the City after that
date to compensate for labor adjustments and other increases in costs.
4. Services of outside consultants not listed in this proposal shall be billed at
our direct cost, plus 15% of the actual cost of their services for
coordination.
5. Reimbursable items, such as the cost of blueprinting, graphic reproduction,
FAX, and plotting shall be billed at our direct cost plus 15%.
6. It is the responsibility of Meyer and Associates to schedule the project's
completion under normal conditions without the use of its staff on an
overtime basis. If the City adjusts the deadline or requests that work be
completed earlier than originally scheduled and thus requires overtime, the
fees shall be adjusted to cover the increased costs incurred by Meyer and
Associates. The hourly rates for overtime will be one and one-half (1 %2)
times the standard hourly rates except for Sundays and holidays, which will
be two (2) times the standard hourly rates.
7. We will bill on a monthly basis in proportion to the time spent on the
project. All billing statements are due upon receipt. Interest will be
charged at the rate of 1 %2 % per month on the past due balance thirty days
and over. Meyer and Associates shall have the right to stop work should
accounts become past due.
8. Fees contained herein are valid for 2 months from the date of this Proposal.
ITEM NO. 8
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2009
SUBJECT: Replace Existing Play Structure and Surfacing at Kent Hintergardt Memorial
Park
PREPARED BY: Jerzy Kanigowski, Facility Services Manager
RECOMMENDATION: That the City Council approve the Agreement with Miracle Playground
Sales in the amount of $54,995.93 plus a 10% contingency in the amount of $5,499.59 to replace
playground equipment and surface at Kent Hintergardt Memorial Park.
BACKGROUND: The existing playground equipment, rubber surfacing and sand have
been in place for approximately 16 years. The original rubber surfacing and sand has deteriorated
and is in need of immediate replacement. Upon further review of the playground equipment it was
determined that many of the components no longer meet current standards set by; Consumer
Protection Safety Commission (CPSC), American Society for Testing and Materials (ASTM) and
American Disabilities Act (ADA). Therefore it is recommended that we replace the existing
equipment and install new safety surfacing.
Miracle Playground Sales is a current member of California Multiple Award Schedule (CMAS)
therefore, no bid process is necessary for this project. Additionally, the rubber surfacing
replacement represents a small portion of the project and is best accomplished in conjunction with
the play equipment replacement.
FISCAL IMPACT: The cost of the construction contract is $54,995.93 plus an additional
10% contingency of $5,499.59. Sufficient funds from Parks and Recreation Development Impact
Fees have been included in the Capital Improvement Budget for Fiscal Year 2008 - 2009 in the
appropriate accounts.
ATTACHMENTS: 1) Contract
CITY OF TEMECULA
PURCHASE AND INSTALLATION AGREEMENT
This Purchase and Installation Agreement ("Agreement") is made and entered into as
of May 12, 2009 by and between the Cityof Temecula ("City"), a municipal corporation, and Miracle
Playground Sales ("Vendor"). In consideration of the mutual covenants and promises contained
herein, the parties agree as follows:
1. Purchase and Sale of Equipment. On and subject to the terms and
conditions set forth in this Agreement and the Contract Documents, Vendor agrees to manufacture,
sell and deliver to the Citya Miracle Playground equipment, as more particularly described in Exhibit
A, Description of Equipment, attached hereto and incorporated herein as though set forth in full
(hereafter "Equipment").
2. Purchaselinstallation Price. The Purchase and Installation price which City
agrees to pay to Vendor for the Equipment and service is Fifty Four Thousand Nine Hundred
Ninety Five and 931100 Dollars ($54,995.93) The Purchase price is final and shall be paid by City
to Vendor upon acceptance of equipment as installed.
3. Scope of Work. Vendorshall manufacture and install the equipmentas
described in the Scope of Work, attached hereto and incorporated herein as Exhibit A ("Work").
Vendor shall provide and furnish all labor, materials, necessarytools, expendable equipment and all
utility and transportation services required for the Work. All of said Work to be performed and
materials to be furnished for the Work shall be in strict accordance with the specifications set forth in
the Scope of Work. The Work shall be completed within the time set forth in the Scope of Work.
Contractor shall not commence the Work until such time as directed by the City.
4. Representations and Warranties of Vendor. Vendor makes the following
representations and warranties to City:
a. Authority and Consents. Vendor has the right, power, legal capacity
and authority to enter into and perform its obligations under this Agreement. No
approvals or consents of any persons are necessary in connection with Vendor's
execution, delivery, installation and performance of this Agreement, except for such
as have been obtained on or prior to the date hereof. The execution, delivery,
installation and performance of this Agreement by Vendor have been duly authorized
by all necessary action on the part of Vendor and constitute the legal, valid and
binding obligations of Vendor, enforceable against Vendor in accordance with their
respective terms.
b. Title and Operatina Condition. Vendor has good and marketable title
to all of the Equipment manufactured and installed. All of the Equipment are free
and clear of any restrictions on or conditions to transfer or assignment, and City will
acquire absolute title to all of the Equipment free and clear of mortgages, liens,
pledges, charges, encumbrances, equities, claims, covenants, conditions and
restrictions except for such as may be created or granted by City. All of the
Equipment are in good operating condition, are free of any defects, and are in
conformity with the specifications, descriptions, representations and warranties set
forth in the Contract Documents. Vendor is aware the City is purchasing the
Equipment for use as Miracle Playground Equipment and that City is relying on
C:\Program FilesWeevia.COmTocument Conveiterltemp1915780.doc
Vendor's warranties that the Equipment is fit for this purpose and the ordinary
purposes for which the Equipment is normally used.
C. Full Disclosure. None of the representations and warranties made by
Vendor in this Agreement contain or will contain any untrue statement of a material
fact, or omits to state a material fact necessaryto make the statements made, in light
of the circumstances under which they were made, not misleading.
5. Performance. Vendor shall at all times faithfully, competently and to
the best of his or her ability, experience, and talent perform all tasks described herein. Vendor shall
employ, at a minimum, generally accepted standards and practices utilized by persons engaged in
providing similar services as are required of Vendor hereunder in meeting its obligations under this
Agreement.
6. City Approval. All labor, materials, tools, equipment, and services shall
be furnished and work performed and completed subject to the approval of the Cityor its authorized
representatives, and the quality of the workmanship shall be guaranteed for one year from date of
acceptance. City shall inspect the Equipment at the time and place of delivery. Such inspection may
include reasonable tests and use of the Equipment by City. If, in the determination of City, the
Equipment fails to conform to the Agreement I N ANY MANNER OR RESPECT, City shall so notify
Vendor within ten (10) days of delivery of the Equipment to City. Failing such notice, the Equipment
shall be deemed accepted by City as of the date of receipt.
7. Time of Delivery. The date and time of deliveryof the Equipmentshall be
on or before June 17. 2009
8. Place of Delivery. The Equipment shall be delivered to this location:
31465 Via Cordoba, Kent Hintergardt Memorial Park Temecula CA, 92590
9. Resection. In the event of such notice of non-conformity by City pursuant
to Section 6, City may, at its option, (1) reject the whole of the Equipment and Installation, (2) accept
the whole of the Equipment and Installation, or (3) accept any commercial unit or units of the
Equipment and reject the remainder or the Installation. The exercise of any of the above options
shall be "without prejudice" and with full reservation of any rights and remedies of City attendant
upon a breach. In the event of such notice and election by City, City agrees to comply with all
reasonable instructions of Vendor and, in the event that expenses are incurred by City in following
such instructions, Vendor shall indemnify City in full for such expenses.
10. No Replacements of Cure. This Agreement calls for strict compliance.
Vendor expressly agrees that both the Equipment and Installation tendered and the tender itself will
conform fully to the terms and conditions of the Agreement on the original tender. I n the event of
rejection by City of the whole of the Equipment or any part thereof pursuant to Section 8, City may,
but is not required to, accept any substitute performance from Vendor or engage in subsequent
efforts to effect a cure of the original tender by Vendor.
11. Indemnification. Vendor agrees to defend, indemnify, protect and hold
harmless the City, its officers, officials, employees, agents and volunteers from and against anyand
all claims, demands, losses, damages, costs and liability of any kind or nature which the City, its
officers, officials, employees, agents or volunteers 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 or from the
Equipment or Vendor's maintenance thereof, excepting only liability arising out of the sole
negligence of the City.
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12. Contract Documents.
a. This Agreement includes the following documents, which are by this
reference incorporated herein and made a part hereof: quotation from vendor dated
March 7, 2006.
b. In the event any term or condition of the Contract Documents conflicts
with or is contradictory to any term or condition of the Agreement, the terms and
conditions of this Agreement are controlling.
C. In the event of a conflict in terms between this Agreement, the RFP
and/or the Vendor's response to the RFP, this Agreement shall prevail overthe RFP
and the Vendor's Response to the RFP, and the RFP shall prevail overthe Vendor's
Response to the RFP.
13. Default of Vendor.
a. The Vendor's failure to comply with the provisions of this Agreement shall
constitute a default. In the event the Vendor is in default for cause under the terms of this
Agreement, the Cityshall have no obligation ordutyto continue compensating Vendorforanywork
performed after the date of default and can terminate this Agreement immediately bywritten notice
to the Vendor. If such failure bythe Vendor to make progress in the performance of work hereunder
arises out of causes beyond the Vendor's control, and without fault or negligence of the Vendor, it
shall not be considered a default.
b. If the City Manager or his delegate determines the Vendor is in default in the
performance of any of the terms or conditions of this Agreement, it shall service the Vendor with
written notice of the default. The Vendor shall have ten (10) days after service upon it of said notice
in which to cure the default by rendering a satisfactory performance. In the event the Vendor 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.
14. Liability Insurance. Consultant shall procure and maintain forthe duration of
the contract insurance against claims for injuries to persons or damages to propertywhich mayarise
from or in connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code 1 (any auto).
(3) Worker's Compensation insurance as required by the State of
California and Employer's Liability Insurance.
Minimum Limits of Insurance. Consultant shall maintain limits no less than:
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(1) General Liability: $1,000,000 per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, either
the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the
required occurrence limit.
(2) Automobile Liability: $1,000,000 per accident for bodily injury and
property damage.
(3) Employer's Liability: $1,000,000 per accident for bodily injury or
disease.
C. 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 insureds 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 bythe City, its officers, officials, employees or volunteers
shall be excess of the Consultant's insurance and shall not contribute
with it.
(3) Any failure to complywith 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)
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days' prior written notice by certified mail, return receipt requested,
has been given to the City.
e. Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
f. Verification of Coverage. 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.
15. Survival of Representations and Warranties. All representations,
warranties, covenants and agreements of the parties contained in this Agreement shall survive the
execution, delivery, installation and performance of this Agreement.
16. Legal Responsibilities. The Vendor shall keep itself informed of State
and Federal laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its service pursuant to this Agreement. The Vendor shall at all times
observe and comply with all such laws and regulations. The City, and its officers and employees,
shall not be liable at law or in equity occasioned byfailure of the Vendor to complywith this section.
17. 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.
18. Independent Contractor. Vendor 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 the Vendor shall at all times be under the Vendor's exclusive direction and control.
Neither the City nor any of its officers, employees, agents or volunteers shall have control over the
conduct of the Vendor or any of the Vendor's officers, employees, agents or volunteers except as
set forth in this Agreement. Vendor shall not at anytime 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 of
Temecula. Vendor shall not incur or have the powerto incur any debt, obligation or liability whatever
against the City, or bind the City in any manner.
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19 Assignment. The Vendor shall not assign the performance of this
Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the
city.
20. 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:
To City at: City of Temecula
43200 Business Park Drive
Temecula, California 92589
Attn: City Manager
To Vendor at: Miracle Playground Sale
9196 Stellar Court
Corona, CA 92883
Phone (800) 264-7225
Contact Person: Mike Etchison
21. Governing Law. The City and Vendor understand and agree that the
laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties
to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this
Agreement shall take place in the municipal, superior or federal district court with jurisdiction over
the City of Temecula.
22. 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 orwritten, are
merged 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.
23. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Vendor warrants and represents that he or she has the authority to
execute this Agreement on behalf of the Vendor and has the authority to bind Vendor to the
performance of its obligations hereunder.
C:\Program Files\Neevia.Com\Document Converter\temp\915780.doc
-6-
IN WITNESS WHEREOF, the parties to this Agreement have duly executed in on the
day and year first above written.
CITY OF TEMECULA
Maryann Edwards, Mayor
Attest:
Susan W. Jones, MMC, City Clerk
Approved As to Form:
Peter M. Thorson, City Attorney
Vendor:
Miracle Playground Sale
9196 Stellar Court
Corona, CA 92883
Phone (800) 264-7225
Contact Person: Mike Etchison
By:
Name:
Title:
C:\Program Files\Neevia.Com\Document Converter\temp\915780.doc
_7_
EXHIBIT A
DESCRIPTION OF EQUIPMENT/SCOPE OF WORK
MIRACLE
c s
A
i
o I
n
T
N
(Vendor Quotation April 21, 2009)
QUOTATION
9196 Stellar Court Date Quotation #
Corona, CA 92883
(800) 264-7225 (877) 215-3869 FAX 4/21/2009 113690A
Customer Name
City of Temecula
Attn: Jerzy Kanigowski
PO Box 9033
Temecula, CA 92589
jerzy.kanigowski@cityoftemecula.org
Terms
Rep
FOB
Project
Net 30 OAC
ME
Factory
Kent Hintergardt Opt 2
Item
Description
Qty
Cost
TOTAL
714-000
Kids' Choice Playsystem - 11617SD Kent
1
21,473.09
21,473.09T
Hintergardt_Park_2 - AS SPECIFIED
Swings
2- Bay Arch Swing Set with 2 Belt Seats & 2 Toddler
1
2,735.92
2,735.92T
Seats - AS SPECIFIED
Freight
Commercial Freight
1
2,401.55
2,401.55
FIBAR SYSTE...
FIBAR SYSTEM 112, SYS
1
3,886.05
3,886.05T
3,465 Sq. Ft.
12" Depth
FIBAR ENGINEERED WOODCHIPS with a 35%
compaction figure added.
FIBAR FELT
0 FIBAR MATS ( NOT Included in this System)
***To validate the 12-yr warranty a Fiber Mat needs
to be installed under all swings and by all slide exits
and sliding poles, provided proper installation &
maintenance instructions are followed at all times.
Freight
Commercial Freight
1
561.00
561.00
This quote is good for 30 days.
Subtotal
The acceptance signature below serves as authorization to
Sales Tax (8.75%)
order the items quoted and indicates acceptance of the listed
prices and payment terms. Signature will not substitute for a
Purchase Order, if a Purchase Order is required by customer.
TOTAL
Unloading, storage and installation of equipment upon arrival is
not included in above prices unless specifically noted on quote.
State law requires that playgrounds be installed by
manufacturer certifed installers or inspected after installation
before first use by a CPSI. Should you require such an
inspection from us there will be a separate charge as the sale
of the equipment does not include the cost of after installation
Page 1
SIGNATURE
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_g_
EXHIBIT A
DESCRIPTION OF EQUIPMENT/SCOPE OF WORK
(Vendor Quotation April 21, 2009)
MIRACLE
9
s
0
C v
Z
o I
a
N
9196 Stellar Court
Corona, CA 92883
(800) 264-7225 (877) 215-3869 FAX
QUOTATION
Date Quotation #
4/21/2009 113690A
Customer Name
City of Temecula
Attn: Jerzy Kanigowski
PO Box 9033
Temecula, CA 92589
jerzy.kanigowski@cityoftemecula.org
Terms
Rep
FOB
Project
Net 30 OAC
ME
Factory
Kent Hintergardt Opt 2
Item
Description
Qty
Cost
TOTAL
Install
Installation Provide by Ortco Inc. License #657695.
1
21,480.00
21,480.00
Also Includes Demo/ Removal of Existing Play
Equipment & Surfacing
CMAS Pricing
Pricing reflects CMAS pricing as per: CMAS
0.00
Contract #4-99-78-0006A Miracle Recreation
Equipment Company
Terms Net 30
TERMS: Net 30 - Payment is due in full within 30
0.00
days from the invoice date. Balances not paid within
the terms are subject to a 1.25% per month finance
charge until paid. All terms are subject to credit
approval.
Exclusions
Exclusions: Unloading, storage, assembly,
0.00
installation, concrete flatwork / footings, other safety
surfacing, site preparation, permits & fees
This quote is good for 30 days.
Subtotal $52,537.61
The acceptance signature below serves as authorization to
Sales Tax (8.75%) $2,458.32
order the items quoted and indicates acceptance of the listed
prices and payment terms. Signature will not substitute for a
Purchase Order, if a Purchase Order is required by customer.
TOTAL $54,995.93
Unloading, storage and installation of equipment upon arrival is
not included in above prices unless specifically noted on quote.
State law requires that playgrounds be installed by
manufacturer certifed installers or inspected after installation
before first use by a CPSI. Should you require such an
inspection from us there will be a separate charge as the sale
of the BdulDment does not include the cost Of after installation
Page 2
SIGNATURE
C:\Program Files\Neevia.Com\Document Converter\temp\915780.doc
-9-
ITEM NO. 9
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Director of Public Works
DATE: May 12, 2009
SUBJECT: Regional Priorities for the 2009 Federal Transportation Authorization Bill
PREPARED BY: Beryl Yasinosky, Management Analyst
RECOMMENDATION: That the City Council
1. Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA SUPPORTING THE RIVERSIDE COUNTY
TRANSPORTATION COMMISSION (RCTC) ADOPTION OF
REGIONAL PRIORITIES FOR THE 2009 FEDERAL
TRANSPORTATION AUTHORIZATION BILL
BACKGROUND: In the coming months, the U.S. House of Representatives will consider
new legislation to authorize the next era of federal transportation policy and funding. As part of this
process, Riverside County and its local jurisdictions have a unique opportunity to emphasize our
regional priorities at the federal level.
Based on the standards set by the House Transportation and Infrastructure Committee and
numerous meetings with federal representatives, Riverside County Transportation Commission
(RCTC) staff has determined that Riverside County will benefit from maintaining a strategy that
supports regional corridors for improvement rather than individual projects. As a result, RCTC has
carefully vetted the many transportation needs in our region. In selecting priority corridors, RCTC
emphasized corridors that demonstrated a clear federal nexus; provided regional benefits; and could
be delivered within the 6-year timeframe of the proposed legislation. RCTC is fully aware that the
needs of Riverside County far exceed these three corridors. However, federal funding is highly
competitive and Congress is raising the level of scrutiny on Member-designated projects.
On April 8, 2009 the Commission unanimously adopted three high priority corridors for the next
federal transportation bill, as follows:
Alameda Corridor East (Railroad grade separations throughout Riverside County):
There are 13 railroad grade separations that meet the proposed funding criteria
requirements.
Interstate 215 (1-215) Corridor Improvements: The 1-215 corridor improvements consist of
three critical High Priority Projects: (1) the French Valley Parkway Interchange; (2) the
Central 1-215 Project: Scott Road to Nuevo Road; and (3) the 1-215 Bi-County HOV Gap
Closure Project.
Interstate 10 (1-10) Corridor Improvements: The Coachella Valley Association of
Governments and their local agency partners in the desert have spent many years
developing a series of five important interchange reconstruction projects along 1-10.
Additional federal funding will guarantee delivery of all five interchanges along the 1-10
corridor.
The City of Temecula recently submitted a project application and letter of support to
Congresswoman Mary Bono-Mack for the French Valley Parkway Interchange Project as part of the
overall 1-215 Corridor Improvements. A copy of the letter is provided for your review.
In addition, RCTC is requesting that the City Council adoptthe attached resolution supporting these
three priority corridors and the strategic regional approach adopted by the Commission.
FISCAL IMPACT: None.
ATTACHMENTS: 1. Resolution No. 09-
2. Mayor Edwards' Letter of Support dated 4/23/09
RESOLUTION NO. -
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA SUPPORTING THE RIVERSIDE COUNTY
TRANSPORTATION COMMISSION (RCTC) ADOPTION
OF REGIONAL PRIORITIES FOR THE 2009 FEDERAL
TRANSPORTATION AUTHORIZATION BILL
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
Section 1. The Riverside County Transportation Commission (RCTC) is the
Regional Transportation Planning Agency representing all 26 cities and unincorporated
areas in Riverside County concerning regional transportation issues, planning, and
administration; and
Section 2. The U.S. House of Representatives is in the process of
considering new legislation for the 2009 Federal Transportation Authorization Bill and
has outlined their standards for High Priority Project requests; and
Section 3. Based on this criteria, and the highly competitive nature of federal
transportation funding, RCTC has determined that Riverside County will benefit from a
strategy that supports regional corridors for improvement rather than individual projects;
and
Section 4. RCTC has carefully vetted the many transportation needs in our
region with the federal standards for authorization projects; and
Section 5. On April 8, 2009 RCTC unanimously adopted three high priority
corridors for the next federal transportation bill:
A. The Alameda Corridor East - (13 railroad grade separations throughout
Riverside County)
B. Interstate 215 (1-215) Corridor Improvements - (French Valley Parkway
Interchange; Central 1-215 Project - Scott Rd. to Nuevo Rd.; and the 1-215
Bi-County HOV Gap Closure Project)
C. Interstate 10 (1-10) Corridor Improvements - (Coachella Valley
Association of Governments - Reconstruction of 5 Interchanges along the
1-10 corridor)
Section 6. RCTC and City of Temecula have submitted an application and
letter of support for consideration of federal transportation funds for the French Valley
Parkway Interchange Project as one of the High Priority Projects within the 1-215
Corridor; and
Section 7. The City of Temecula supports the three high priority corridors for
the 2009 Federal Transportation Authorization Bill and the regional approach
recommended by RCTC to help Riverside County obtain funding for these very
important projects.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 12th day of May, 2009.
Maryann Edwards, 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. 09- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 12th day of May, 2009, by the
following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
City of Temecula
43200 Business Park Drive - Temecula, CA92590 ■ Mailing Address: P.O. Box 9033 ■ Temecula, CA92589-9033
(951) 506-5100 - Fax (951) 694-6499 ■ vvww.cityoftemecula.org
Maryann Edwards
April 23, 2009
Mayor
Jeff Comerchero
Mayor Pro-Tem
The Honorable Mary Bono Mack
Michael S. Naggar
United States House of Representatives
Council Member
104 Cannon House Office Building
Washington D.C. 20515
Ronald H. Roberts
Council Member
Subject: City of Temecula - Letter of Support for the Interstate 215
Chuck Washington
Corridor Improvements; I-15/French Valley Parkway/
Council Member
Winchester Road Interchange Project (2009 Federal Surface
951-506-5100
Transportation Reauthorization Bill - High Priority Projects)
FAX 951-694-6499
Dear Representative Bono Mack:
On behalf of the Temecula City Council, I am providing this letter in support of
the Riverside County Transportation Commission's (ROTC) efforts to secure
2009 Federal Surface Transportation Funding for the Interstate 215 (I-215)
Corridor Improvements. As part of the I-215 Corridor, the City of Temecula
is requesting $91.491 million in funding for the $140.846 million I-15/French
Valley Parkway/Winchester Road Interchange Project, located on I-15,
between the existing Winchester Road (State Route 79, SR 79)/I-15 Interchange
and the I-15/I-215 junction, within the cities of Temecula and Murrieta.
As you are aware, I-15/I-215 are the only major north-south freeways providing
regional access to/from the Cities of Temecula and Murrieta, and adjoining areas
within Southwest Riverside County. 1-15 serves as the primary connector to
major employment centers located in the San Diego metropolitan area to the
south, as well as the Corona and Los Angeles metropolitan areas to the north. I-
215 serves a similar role connecting Southwest Riverside County to Riverside
and San Bernardino. However, due to unprecedented growth and development
in this area, traffic volumes have far surpassed the capacity of the existing
facilities, contributing to significant traffic congestion and dangerous driving
conditions on the I-15/I-215 mainline and existing freeway off-ramps. The I-
15/French Valley Parkway/Winchester Road Interchange Project represents a
critical component of local and regional efforts to reduce traffic congestion,
enhance safety conditions, and provide access and infrastructure improvements
necessary to support future development along the I-15/I-215 corridors.
® Printed on Recycled Paper
The Honorable Mary Bono Mack
April 23, 2009
Page 2
The City of Temecula is committed to the implementation and completion
of this project. Our request for $91.491 million represents 68.5% of the
current right-of-way and construction cost estimate. The remaining 31.5%
($41.998 million) of the project cost will be funded with a combination of
State Transportation Improvement Program (STIP) funds ($31.545
million), SAFETY-LU HPP funds ($1.44 million), and Local Funds ($9.013
million).
The Project's Draft Environmental Document was approved on April 15, 2009
and is currently under public review and comment. The City is hosting an
informal meeting/open house on May 7, 2009 to allow the public to view
exhibits, documents, and speak with Project Team members about the
interchange. Upon approval of the Final Environmental Document and Project
Report, the City will initiate the final design of the project, with completion
targeted for late 2012.
The City of Temecula urges your support for the I-215 Corridor Improvements
and the I-15/French Valley Parkway/Winchester Road Interchange Project.
These regional projects represent multi jurisdictional infrastructure
improvements that benefit area residents as well as future development and
interstate transportation needs. Thank you for your consideration and your
diligent work over the years as our federal representative.
Sincerely,
Maryann Edwards
Mayor
cc: Temecula City Council
Shawn Nelson, Temecula City Manager
Greg Butler, Temecula Director of Public Works
David Torch & Associates
Murrieta City Council
Rick Dudley, Murrieta City Manager
ITEM NO. 1 0
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Director of Public Works
DATE: May 12, 2009
SUBJECT: Acceptance of certain Public Streets into the City-Maintained System within
Tract Map No. 23209 (Located West of Butterfield Stage Road at La Serena
Way - Shea Homes)
PREPARED BY: Daniel A. York, City Engineer
Steve Charette, Associate Engineer
RECOMMENDATION: That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA ACCEPTING CERTAIN PUBLIC STREETS INTO THE
CITY-MAINTAINED SYSTEM (WITHIN TRACT NO. 23209)
BACKGROUND: Tract Map No. 23209 was recorded by the County Recorder on June
28, 2002. The owner, Shea Homes Limited Partnership, dedicated to public use for street and
public utility purposes streets designated as lettered lots on the map. The City Clerk accepted the
offers of dedication, subject to improvements constructed in accordance with City Standards.
Public Works Staff reviewed and inspected the public improvements, and verified all required repairs
and replacements were satisfactorily completed. However, the one-year Warranty and Labor &
Materials Bonds have not been released. The Warranty Bond will be released at the end of the one-
year period in May 2010. The Labor and Materials Bonds will be released six months into the one-
year warranty period in November 2009.
The public streets now being accepted by this action are as follows:
Portion of Butterfield Stage Road, portion of La Serena Way, portion of Walcott Lane, Wgasa Place,
Aurora Court, Reyes Court, Avenida Enrique, Luzon Street, Cebu Drive, Pasos Place, Corte
Cynthia, Avenida Mallari, Calle Elenita, Azucena Court, Daniel Way, Carlena Lane, Julo Way, Ahern
Place, and portion of Leigh Lane.
FISCAL IMPACT: None at this time. Periodic surface and I or structural maintenance
will be required every 5 to 8 years.
ATTACHMENTS: Resolution No. 09 - with Exhibits "A - B" inclusive.
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA ACCEPTING CERTAIN PUBLIC
STREETS INTO THE CITY-MAINTAINED SYSTEM
(WITHIN TRACT NO. 23209)
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
WHEREAS, Tract Map No. 23209 was recorded by the County Recorder on
June 28t", 2002 in which offers of dedication for street and public utility purposes were
accepted by the City of Temecula from Shea Homes Limited Partnership; and,
WHEREAS, City Public Works Staff reviewed and inspected the public
improvements and all repairs and replacements were satisfactorily completed; and,
WHEREAS, Only the Warranty Bond and Labor and Material Bond pertaining to
this tract have not been released; and,
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of
Temecula hereby accepts into the City-Maintained Street System the streets offered to
and accepted by the City of Temecula described in Exhibits "A" and "B" attached hereto.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 12th day of May, 2009.
Maryann Edwards, 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. 09- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 12th day of May, 2009, by the
following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
EXHIBIT "A" TO RESOLUTION NO. 2009 -
Accepting certain public streets offered to and accepted by
the City of Temecula as indicated on Tract Map 23209 into
the City-Maintained Street System as described as follows:
1. Lot "A" (portion of Butterfield Stage Road) of said Tract Map No.
23209
2. Lot "B" (portion of La Serena Way) of said Tract Map No. 23209
3. Lot "C" (portion of Walcott Lane) of said Tract Map No. 23209
4. Lot "D" (VVgasa Place) of said Tract Map No. 23209
5. Lot "E" (Aurora Court) of said Tract Map No. 23209
6. Lot "F" (Reyes Court) of said Tract Map No. 23209
7. Lot "G" (Avenida Enrique) of said Tract Map No. 23209
8 Lot "H" (Luzon Street) of said Tract Map No. 23209
9. Lot "I" (Cebu Drive) of said Tract Map No. 23209
10. Lot "J" (Pasos Place) of said Tract Map No. 23209
11. Lot "K" (Corte Cynthia) of said Tract Map No. 23209
12. Lot "L" (Avenida Mallari) of said Tract Map No. 23209
13. Lot "M" (portion of Calle Elenita) of said Tract Map No. 23209
14. Lot "N" (portion of Calle Elenita) of said Tract Map No. 23209
15. Lot "O" (Azucena Court) of said Tract Map No. 23209
16. Lot "P" (Daniel Way) of said Tract Map No. 23209
17. Lot "Q" (Carlena Lane) of said Tract Map No. 23209
18. Lot "R" (portion of Julo Way) of said Tract Map No. 23209
19. Lot "S" (portion of Ahern Place) of said Tract Map No. 23209
20. Lot "T (portion of Julo Way) of said Tract Map No. 23209
21. Lot "U" (portion of Leigh Lane) of said Tract Map No. 23209
0
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EXHIBIT "B" TO RESOLUTION NO. 2009-
TRACT MAP 23209
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VICINITY MAP
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ITEM NO. 11
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Director of Public Works
DATE: May 12, 2009
SUBJECT: Approval of the Bid Package and Authorization to Solicit Construction Bids for
the Street Striping Program - FY 2009-2010, Project No. PW09-04
PREPARED BY: Mayra De La Torre, Senior Engineer- CIP
Chris White, Assistant Engineer - CIP
RECOMMENDATION: That the City Council approve the bid package and authorize the
Department of Public Works to solicit construction bids for the Street Striping Program - FY 2009-
2010, Project No. PW09-04.
BACKGROUND: The Street Striping Program provides for bi-annual Citywide re-
painting of street striping and pavement markings as part of routine maintenance. In addition to
repainting existing stripes and pavement markings, the scope of work includes minor modifications
as directed by the City Engineer including the removal of existing stripes and the placement of new
traffic stripes and pavement markings. The City may extend this contract annually up to three (3)
years. In no event shall the contract be extended beyond June 30, 2013. The quantity of work and
individual unit prices shall be negotiated with the contractor at the time of each extension.
The bid package is complete and the project is ready to be advertised for construction bids. The
contract documents are available for review in the office of the Director of Public Works.
The Engineer's Construction Estimate for the project is $ 144,725.00 annually
FISCAL IMPACT: Award of the contract will be contingent upon adoption of the FY2009-
2010 Operating Budget. Adequate funds will be available in the Public Works Department
Maintenance Division FY2009-2010 Operating Budget for Public Works Routine Street Maintenance
Striping/Stenciling Account No. 001-164-601-5410.
ATTACHMENTS: None
ITEM NO. 12
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Greg Butler, Director of Public Works
DATE: May 12, 2009
SUBJECT: First Amendment to a Professional Service Agreement for Geotechnical and
Material Testing Services with Geocon Inland Empire, Inc. for the
Pechanga Parkway Ph II Street Improvements Project; Project No. PW99-11
PREPARED BY: Amer Attar, Principal Engineer, CIP
Mayra De La Torre, Senior Engineer, CIP
RECOMMENDATION: That the City Council approve the First Amendment to the Agreement
with Geocon Inland Empire Inc. for geotechnical and materials testing services for the Pechanga
Parkway Ph II Street Improvements Project ; PW99-11, in an amount not to exceed $61,838.10.
BACKGROUND: On May 13, 2008, the City Council approved a $125,589.00
agreement with Geocon Inland Empire Inc. (Geocon) and also authorized a contingency amount
equal to 10% of the contract or $12,558.90 for geotechnical and material testing services needed for
the Pechanga Parkway Ph II Street Improvements Project (the Project).
The Project, which includes the widening and reconstruction of Pechanga Parkway from Temecula
Parkway to Pechanga Road is currently in the final stages of construction. During the course of the
work the contractor encountered many areas of unsuitable unstable sub-grade. This resulted in the
need for extensive geotechnical consultant presence onsite, performing additional tests, providing
appropriate remediation recommendations, and monitoring the implementation of these
recommendations. It was necessary to have the geotechnical consultant on the project site much
more than originally estimated; therefore Geocon requested an increase to the scope of the
geotechnical services. The extent of the quality control and quality assurance work needed from
Geocon to complete the project exceeds the original 10% contingency for this agreement.
Staff has negotiated a fair and equitable increase in scope and is recommending that the City
Council approve additional geotechnical services in the amount of $61,838. It is anticipated that
some of the geotechnical costs will be recovered from All American Asphalt (AAA), the contractor for
the Project. AAA elected to work overtime and weekends in order to meet the project schedule.
When doing so, AAA was advised that they must pay the overtime and weekend premium costs for
all support services, such as City inspections and geotechnical services. The amount of this
recovery is yet to be determined.
FISCAL IMPACT: The Pechanga Parkway Ph II Street Improvements, Project No.
PW99-11, is a Capital Improvement Project funded with Development Impact Fees - Street
Improvements, a Pechanga Indian Tribe Contribution, a Public Lands and Highways Grant,
Reimbursements from RCWD and Standard Pacific Homes and the Wolf Creek Community
Facilities District (CFD). The total cost of the original Agreement is $138,147.90, which includes a
$12,558.90 contingency. This First Amendment for $61,838.10 brings the total Agreement
authorization to $199,986.00. Adequate funds are available in the project account, no. 210-165-
668-5805 for this $61,838.10 request.
ATTACHMENTS:
1. First Amendment
2. Location Map & Project Description
FIRST AMENDMENT TO AGREEMENT
BETWEEN CITY OF TEMECULA
AND
GEOCON INLAND EMPIRE, INC.
PECHANGA PARKWAY PH II STREET IMPROVEMENTS PROJECT
PROJECT NO. PW99-11
THIS FIRST AMENDMENT is made and entered into as of May 12, 2009 by and
between the City of Temecula, a municipal corporation ("City") and Geocon Inland Empire,
Inc. ("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 May 13, 2008 the City and Consultant entered into that certain
agreement entitled "City of Temecula Agreement for Geotechnical and Laboratory Materials
Testing Services ("Agreement") in the amount of One Hundred Twenty Fifty Thousand Five
Hundred Eighty Nine Dollars and No Cents ($125,589.00).
B. The parties now desire to increase payment for geotechnical and material
testing services, only upon request and authorized by the City, in the amount of Sixty One
Thousand Eight Hundred Thirty Eight Dollars and Ten Cents ($61,838.10) and amend the
Agreement as set forth in this Amendment.
2. Section 5. PAYMENT of the Agreement is hereby amended to read as follows:
A. Replace paragraph 5A with the following
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. Consultant shall not bill the City for any travel time and expenses
associated with it, nor shall the Consultant charge a set minimum number
of hours for each site visit. Any terms in Exhibit B other than the payment
rates and schedule of payment are null and void. This amount shall not exceed
One Hundred Eighty Seven Thousand Four Hundred Twenty Seven Dollars
and Ten Cents ($187,427.10), including the original agreement amount of
$125,589.00 and this Amendment No. 1 in the amount of $61,838.10, for the total
term of the Agreement unless additional payment is approved as provided in this
Agreement.
B. Replace paragraph 5B with the following:
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.
C:Wrogram FilesWeevia.ComUocument ConveneNemp1M508.doc
The City Manager may approve additional work up to ten percent (10%) of the
amount of the Agreement or thirty thousand dollars ($30,000.00). In no event
shall the total sum of the agreement exceed thirty thousand dollars ($30,000.00).
Any additional work in excess of this amount shall be approved by the City
Council.
3. Exhibits A and B to the Agreement are hereby amended by adding thereto the
items set forth on Attachment "A" to this Amendment, which is attached hereto
and incorporated herein as though set forth in full.
4. Except for the changes specifically set forth herein, all other terms and conditions
of the Agreement shall remain in full force and effect.
z
C:Wrogram FilesWeevia.ComDocument Converterttemp1916508.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF TEMECULA
Maryann Edwards, Mayor
ATTEST:
Susan W. Jones, MMC, City Clerk
Approved As to Form:
Peter M. Thorson, City Attorney
CONSULTANT
Geocon Inland Empire, Inc.
41571 Corning Place, Suite #101
Murrieta, CA 92562-7065
(951) 304-2300
(951) 304-2392 Fax
John Hoobs, CEG, President
Michael S. Chapin, Chief Executive Officer
(Two Signatures Required For Corporations)
3
R OPiPROJECTS/PW991PW99-11 Poch Pkwy PhII Street I mprovslCONSTRUCTIONIAgreements/Geocon Amend 1.doc
ATTACHMENT "°A"
4
R lCIPiPROJECTS/PVV99/PVV99-11 Poch Pkwy Phll Street I mprovslCONSTRUCTIONIAgreements/Geocon Amend 1.doc
PROJECT LOCATION
Project Title: PECHANGA PARKWAY IMPROVEMENTS - PHASE II
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PROJECT DESCRIPTION
Project Title:
PECHANGA PARKWAY IMPROVEMENTS - PHASE II
PRIORITY:
Project Type:
Circulation
Description:
Design and construct full-width street improvements of Pechanga Parkway from Temecula Parkway to Pechanga Road. Full
width is 134 feet from Temecula Parkway to Via Gilberto, and 110 feet from Via Gilberto to Pechanga Road.
Department:
Public Works - Account No. 210.165.668
Scope of Project:
Project will include the design, acquisition, environmental studies, mitigation, and construction of road impro
vements to include
curb, gutters, sound wall, and storm drain facilities from Deer Hollow Way to Temecula Creek.
Benefit:
Project will improve traffic circulation.
Project Cost:
Actuals
Total Project
to Date 2008-09 2009-10 2010-11 2011-12 2012-13
Cost
Administration
$ 1,606,780 $ 300,000
$
1,906,780
Acquisition
$ 412,866 $ 425,334
$
838,200
Construction
$ 13,680,333 $ 8,945,162
$
22,625,495
Construction Engineering
$ 81,852 $ 304,296
$
386,148
Design
$ 988,579 $ 23,814
$
1,012,393
Environmental*
$ 400,000
$
400,000
MSHCP
$ 467,258
$
467,258
Totals
$ 16,770,410 710,865,864 $ - $ - $ - $ -
$
27,636,274
Source of Funds:
AD 159 (Deer Hollow Way)
$ 2,455,521
$
2,455,521
AD 159 (Wolf Valley Channel)
$ 4,839,554
$
4,839,554
CFD (Wolf Creek)
$ 4,291,473 $ 5,073,729
$
9,365,202
DIF (Street Improvements)
$ 2,233,055
$
2,233,055
PLH Program
$ 23,645 $ 3,976,355
$
4,000,000
Reimbursements/Other (Bonds)
$ 20,910
$
20,910
Reimbursements/Other (Pechanga
Indian Tribe Contr.)
$ 2,700,000 $ 1,700,000
$
4,400,000
Reimbursements/Other(RCWD)
$ 227,162 $ 94,870
$
322,032
Total Funding:
$ 16,770,410 $ 10,865,864 $ - $ - $ - $ -
$
27,636,274
Future O & M Cost:
$ 3,000 Annually
*Environmental Costs includes the creation of a mitigation site for Pechanga Parkway.
71
GEOCON
INLAND EMPIRE, INC.
G E O T E C H N I C A L ■ E N V I R O N M E N T A L ■
Project No. T2462-52-01
February 23, 2009
Revised April 29, 2009
City of Temecula
43200 Business Park Drive
P.O. Box 9033
Temecula, California 92589-9033
Attention: Ms. Mayra De La Torre
Subject: CHANGE ORDER REQUEST NO. 1
PECHANGA PARKWAY
PHASE II STREET IMPROVEMENTS
PROJECT NO. PW 99-1
TEMECULA, CALIFORNIA
Dear Ms. De La Torre:
M A T E R I A L S -
The attached Change Order Agreement for Professional Services has been prepared to update the status
of our geotechnical engineering services. The original contract amount was $125,589 and estimated
that approximately 838 field technician hours would be required to complete the project. As of April
19, 2009, a total of 1,321.5 field technician hours have been requested. This total includes 116.5 hours
of overtime, weekend and holiday hours. We anticipate that approximately 160 hours of additional
field testing will be required prior to completion of the project. The extended construction schedule
also requires additional engineering consultation and administrative expenses. See Attachment A for
details of the estimated additional services. Any services requested beyond this amount will be
provided at additional cost in accordance with the approved Schedule of Fees.
We are requesting a $61,838.10 Change Order, for a revised contract amount of $187,427.10. With the
EWA of $12,558.90, the agreement authorization totals to $199,986.00. If this meets with your
approval, please sign the attached agreement or prepare your own change order and return one copy to
our office.
Should you have any questions regarding this request, or if we may be of further service, please contact
the undersigned at your convenience.
Very truly yours,
GEOCON INLAND EMPIRE, INC.
Kenneth E. CoX
Project Engineer
KEC:sc
Enclosures: Change Order No. 1, Attachment A
(2) Addressee
41571 Coming Ploce, Suits 101 ■ Murrieio, Colifornia 92562-7065 ■ Telephone 19511 3042300 ■ Fox (951) 3042392
ATTACHMENT "A" (pg 2 of 2)
PECHANGA PARKWAY PH II STREET IMPROVEMENTS
PW99-11
GEOCON INLAND EMPIRE, INC.
The following is a breakdown of the requested contract increase. All other terms and conditions specified in
the original contract shall remain in full force and effect.
Task Item
Contract
Amt
As of
4-19-09
Est. after
4-19-09 to 6-30-09
Est. Project
Total
Less Proposed
Technician
$ 26,280
$ 137,880
$ 16,000
$ 153,880
$ 127,600
Engineering Consultation
$ 11,500
$ 16,417
$ 5,000
$ 21,417
$ 9,917
Laboratory Testing
$ 87,809
$ 20,689
$ 4,000
$ 24,689
$ 63,120)
Total:
$ 125,589
$ 174,986
$ 25,000
EWA No.1
$ 199,986
$12,558.90
$ 74,397
$12,558.90
Requested Amt
$187,427.10
$61,838.10
ITEM NO. 13
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO:
City Manager/City Council
FROM:
Greg Butler, Director of Public Works
DATE:
May 12, 2009
SUBJECT:
First Amendment to the Minor Maintenance Services Contract with Monteleone
Contractors for the Emergency Replacement of a Failed Storm Drain Pipe Under
Margarita Road, Project No. PW09-05
PREPARED BY: Amer Attar, Principal Engineer, CIP
RECOMMENDATION: That the City Council
1. Approve the First Amendment to the Minor Maintenance Services Contract with Monteleone
Contractors in an amount not to exceed $123,618.18 for the Emergency Replacement of a
Failed Storm Drain Pipe under Margarita Road, just South of Rancho Vista Road; Project
No. PW09-05.
2. Approve a contingency of $24,723.64, which is 20% of the amendment amount.
BACKGROUND: At around 2:00 AM the morning of Thursday, April 23, 2009, the Public
Works maintenance crew was called out by the Police Department to investigate a sink hole that
was opening upon Margarita Road, just south of Rancho Vista. Upon arrival it was determined that
there was a void beneath the pavement, which caused a portion of the road to collapse. Our
maintenance crew diverted traffic around the area and opened a 7'X 8' hole to determine the cause
of the collapse. It was observed that a corrugated metal pipe (CMP) exists under the collapsed
road. As a temporary measure, to open the full width of the road to traffic, Monteleone, the City's
on-call contractor, was asked to fill the hole with aggregate base and cover it with oversized steel
plates.
Over the next several days examinations of the 42" diameter CMP revealed several bulges, rust and
corrosion at the bottom of the pipe, and that the CMP has several holes and cracks. Staff's
assessment is that the rust and corrosion occurred over time creating the holes and cracks that
allowed the dirt surrounding the pipe to slowly fall inside the pipe and get washed down stream in
small unnoticeable amounts as water flowed through the pipe. Over time the transport of the dirt
created the voids around the pipe, which in turn caused the road to collapse. The pattern of the
bulges and the deformation of the pipe could have been caused by a number of events one of which
is the compromised structural integrity of the pipe due to the rust and corrosion. The attached
Inspection Report shows photographs of the pipe condition and the outlet.
To protect the health, safety and well being of the residents of Temecula and the traveling public,
staff has determined that the entire pipe will need to be replaced with a Concrete Reinforced Pipe
(RCP) immediately. Since the City has an on-call contract with Monteleone Contractors for minor
maintenance services, theywere summoned to the site to give the Cityan estimate for doing all the
work involved in replacing the pipe. Monteleone gave the City an estimate of $123,618.18 to do all
the work involved in replacing the 42" CMP with a 42" RCP. The estimate and scope of work is
attached to the amendment.
Staff reviewed the estimate and has determined that the costs are consistent with costs seen on
other projects for this type of work. Due to the emergency nature of the work, the City Attorney
advised that the work could proceed as soon as practical with the City Council ratifying the
amendment at its first opportunity. The replacement work was completed over a period of three
nights beginning Wednesday night April 29, 2009.
FISCAL IMPACT: Capital Project Reserves programmed for the Localized Storm Drain
Improvement Project included in the Capital Improvement Program will be utilized for this
emergencywork. Adequate funds are available in the various Project Accounts with a current total
balance of $270,000.
ATTACHMENTS:
1. First Amendment
2. Margarita Road CMP Pictures
3. Location Map & Project Description
FIRST AMENDMENT TO CONTRACT BETWEEN
CITY OF TEMECULA AND MONTELEONE CONTRACTORS
FOR THE EMERGENCY REPLACEMENT OF A FAILED STORM DRAIN PIPE UNDER
MARGARITA ROAD, PROJECT NO. PW09-05
THIS FIRST AMENDMENT is made and entered into as of April 29, 2009 by and
between the City of Temecula ("City"), a municipal corporation, and Monteleone Contractors
("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
1. This Amendment is made with the respect to the following facts and purposes:
a. On June 10, 2008, the City and Contractor entered into that certain
Contract entitled "City of Temecula Contract for Future Repair,
Improvement and Maintenance Upon Real and Personal Property of the
City of Temecula, in the amount of Two Hundred Thousand Dollars
and No Cents ($200,000.00).
b. The parties now desire to increase the payment for services in the
amount of One Hundred Twenty Three Thousand Six Hundred
Eighteen Dollars and Eighteen Cents ($123,618.18) for the emergency
replacement of a failed storm drain pipe under Margarita Road, Project
No. PW09-05 and amend the Contract as set forth in this Amendment.
2. Section 1. Term Section 1. TERM. This Contract shall remain and continue in
effect until tasks herein are completed, but in no event later than June 30, 2009,
unless sooner terminated pursuant to the provisions of this Contract.
3. Section 3.a. PAYMENT. Section 3a., Payment, 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 A, 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 A other than the payment rates and schedule of payment are null and
void. The First Amendment amount shall not exceed One Hundred Twenty
Three Thousand Six Hundred Eighteen Dollars and Eighteen Cents
($123,618.18) for the emergency replacement of a failed storm drain pipe under
Margarita Road, Project No. PW09-05 for a total Contract amount of Three
Hundred Twenty Three Thousand Six Hundred Eighteen Dollars and
Eighteen Cents ($323,618.18).
4. Exhibit "A" to the Contract is hereby amended by adding thereto the items set
forth on Attachment "A" to this Amendment, which is attached hereto and
incorporated herein as though set forth in full. The scope of work is as
indicated on Monteleone's estimate and that the work shall be done in
accordance with the current (2009) Greenbook, City Standards, prevailing
engineering practices, and as directed by the Director of Public Works.
1
5. Except for the changes specifically set forth herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed
the day and year first above written.
CITY OF TEMECULA
Maryann Edwards, Mayor
ATTEST:
Susan W. Jones, MMC, City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson, City Attorney
CONTRACTOR
MONTELEONE CONTRACTORS
25225 Wolcott Court
Wildomar, CA 92595
(951) 677-8308
Attn: Ryan Monteleone
BY:
(Signature)
NAME:
(Printed Named)
TITLE:
BY:
(Signature)
NAME:
(Printed Named)
TWO SIGNATURES REQUIRED FOR CORPORATIONS
2
ATTACHMENT A
Attached hereto and incorporated herein is the additional scope of work and associated cost as
provided by the Contractor.
3
Monteleone Excavating
25225 Wolcott Ct.
Wildomar, CA 92595
Name / Address
City of Temecula
Attn :Public Works
43200 Business Park Drive
Temecula CA 92590
Estimate
Date Estimate #
41121`2 0 00 150
Project
Description
Qty
Cost
Total
Move in And out of equipment
4
450.00
1,800.00
Remove and haul and dispose of existing asphalt pavement 38'X
1
11,500.00
11,500.00
83'X 5.5" (3,154 S.F.)
Supply all labor and materials for new asphalt paving 38' X 83' X
3,154
5.75
18,135.50
5.5" (3,154 S.F.)
Supply all labor and materials to remove and replace 125 L.F. of 8"
125
44.75
5,593.75
A.C. berm.
Supply all material, labor and machinery to remove Existing 85
54,738.93
54,738.93
L.F. of 42" C.M.P and replace with 85 L.F. of 42" R.C.P. (2000 D
load rating)
Estimate includes.
1. All necessary trench shoring.
2. Night work. (Light tower rentals)
3. Steel trench plates.
4. Street sweeper.
5. Import of sand bedding and class II base.
6. AC cold patch.
7. Asphalt Grinding.
8. Export of spoils and old pipe.
Supply all labor, material and machinery to remove and replace and
12,000.00
12,000.00
additional 25
L.F. of 42" CMP and Replace with 42" RCP.
Supply all labor, machinery and materials to R & R existing
16,350.00
16,350.00
concrete headwall, CB apron, sidewalk, Curb & Gutter, concrete
mow strip, catch basin connection.
Supply all labor, machinery and material to remove and replace
1,000.00
1,000.00
plastic fence, grass and misc landscaping as needed. needed
Supply all materials, labor and machinery to excavate the silt and
1
2,500.00
2,500.00
Rip-Rap at outlet of pipe, haul the silt away and Re-set the on site
rip-rap. (Not including concrete grout)
Repair 42" CMP Margarita road at Rancho Vista.
Total $123,618.18
City of Temecula
Land Development Daily
Inspection Report
Sheet 1 of 5
Project: Margarita Road Failure
Plan No.
Date: April 27, 2009
Weather: Overcast
Inspected: Grading Erosion Control/SWPPP Street Imp. X Storm Drain X
Traffic Control Traffic Signal Utilities R/W Permit Other
Attached are photos taken of the re-inspection of the street failure on Margarita
south of Rancho Vista.
Rust and cracking along the flow line of the pipe does exist.
,r
Piping has occurred adjacent to the CMP
The outlet area rip rap is totally covered in sediment, which may have been from the
void adjacent to the CMP.
Public Works Inspector
43200 Business Park Dr. P.O.Box 9033 Temecula California 951-694-6411
ITEM NO. 14
Approvals
,00 xi
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Bob Johnson, Assistant City Manager
DATE: May 12, 2009
SUBJECT: First Amendment to agreement between City of Temecula and Cato Geoscience to
analyze active aggregate mining operations along the Corona/Temecula 1-15
Corridor for the Santa Margarita Annexation EIR
PREPARED BY: Betsy Lowrey, Case Planner
RECOMMENDATION: That the City Council approve First Amendment to Agreement for
consulting services.
BACKGROUND: On March 6, 2007, the City Council adopted a Resolution requesting
the commencement of proceedings to annex approximately 4,977 acres southwest of the City of
Temecula. Staff subsequently prepared an Initial Environmental Assessment and a Draft
Environmental Impact Report (DEIR). Subsequent to preparation of this DEIR, and in response to
the significant amount of comments received by the City on the DEIR, a decision was made to revise
the DEIR. On August 13, 2008 the City approved a contract with Dr. Kerry Cato of Cato
Geoscience, Inc. to provide additional research and studies necessaryto independently analyze the
existing and future aggregate resources in the 1-15 corridor between Corona and Temecula.
Additional work tasks were performed by Cato Geoscience, Inc. that exceeded the contract including
attendance at public hearings and staff meetings. Also, the number and quality of public comments
received on the second Draft Annexation EIR prepared by Environmental Science Associates (ESA)
made it necessary for Cato Geoscience to participate beyond the scope of the approved contract.
Staff has further determined that it is necessary for Dr. Kerry Cato of Cato Geoscience to prepare,
participate, and provide expert testimony at the Santa Margarita Annexation hearing at LAFCO
scheduled for June 4, 2009. This first amendment to the agreement for consulting services with
Cato Geoscience is necessary to allow new work tasks relating to the LAFCO hearing to be
completed and to pay for work performed that exceeded the original contract.
FISCAL IMPACT: The additional work to be done will result in an additional cost of
$12,745 for a total contract amount of $39,855. Adequate funds are available in the Planning
Department's 2008-2009 Budget Line Item 001.161.999.5248, Consulting Services.
ATTACHMENTS: First Amendment to Agreement for Consultant Services
Agreement for Consultant Services dated August 13, 2008
FIRST AMENDMENT TO AGREEMENT BETWEEN
CITY OF TEMECULA AND CATO GEOSCIENCE INC
CORONA/TEMECULA 1-15 CORRIDOR AGGREGATE STUDY
THIS FIRST AMENDMENT is made and entered into as of May 12, 2009 by and
between the City of Temecula ("City"), a municipal corporation, and Cato Geoscience Inc
("Consultant'). In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
This Amendment is made with the respect to the following facts and purposes:
a. On August 13, 2008, the City and Consultant entered into that certain
Agreement entitled "City of Temecula Agreement for Consulting Services,
in the amount of $27,110.
b. The parties now desire to increase the payment for services in the
amount of $12,745;
C. Increase the scope of services; and
d. Extend the term of the Agreement as set forth in this Amendment.
2. Section 1. TERM. This Agreement shall remain and continue in effect until tasks
herein are completed, but in no event later than June 30, 2010, unless sooner
terminated pursuant to the provisions of this Agreement.
3. Section 5.a. PAYMENT. 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, 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. The First Amendment amount shall not exceed Twelve Thousand Seven
Hundred and Forty Five Dollars ($12,745) for additional consulting services for a
total Agreement amount of Thirty-Nine Thousand Eight Hundred and Fifty Five
Dollars ($39,855).
4. Exhibit "B" to the Agreement is hereby amended by adding thereto the items set
forth on Attachment "A" to this Amendment, which is attached hereto 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF TEMECULA
By:
Maryann Edwards, Mayor
ATTEST:
By:
Susan W. Jones, MMC, City Clerk
APPROVED AS TO FORM:
By:
Peter M. Thorson, City Attorney
CONSULTANT
BY:
Cato Geoscience, Inc
Attn: Kerry Cato, President
P O Box 891930
Temecula, CA 92589
Phone: 951-834-2619
(Signature)
NAME:
(Printed Named)
BY:
(Signature)
NAME:
(Printed Named)
TITLE:
TWO SIGNATURES REQUIRED FOR CORPORATIONS
2
ATTACHMENT A
Attached hereto and incorporated herein is the additional scope of work and associated cost as
provided by the Consultant / Vendor / Contractor.
the Citv of
Costs by Task - Revised
1. Attendance at public meetings
A. Planning Commision meeting (Nov 20, 2009)
B. City Council meeting (Dec 9, 2008)
2. Attendance at team planning meetings
A. September 2 meeting
B. November 20 meeting
•
3. Replies to DEIR comments
A. Reply text and edits
1. Attendance at public meetings - tentative schedules: (preparation, participation, presentation, reouttai, toiiow-up)
A. LAFCO meeting (June 4, 2009) $1,200
B. Additional meeting if needed $1,200
totals $2,400
2. Attendance at team planning meetings - (preparation, participation, follow-up)
A. May 12 meeting $720
B. May 26 meeting $720
- - . - - . - - .
3. Hearing preparation tasks - (minimal research, preparation, presentation & rebutal, follow-up)
A. Power point slides $ 00
B. Misc. (associated research, phone calls) -
o,r j
77
Expenses
Mileage $85
Expense Subtotals $35
DATE (MM D7
OP In
ACORD. CERTIFICATE OF LIABILITY INSURANCE
CAT
ATOG-1 10/2 33/0/07
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
The Wright Group, Inc.
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
1600 Broadway, Ste. 1500
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Denver CO 80202
Phone: 303-863-7788 Fax: 303-861-7502
INSURERS AFFORDING COVERAGE
NAICIN
INSURED
INSURERA: Hartford Casualty vn, r nce Co
INSURER B'. Beasley vuusance GeV.y, inc
Cato Geoscience, Inc.
INSURER C.
P.O. Box 891930
Temecula CA 92569
INSURER D'
INSURER E'.
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LTR
NSIR
TYPE OF INSURANCE
POLICY NUMBER
DATE (MULT I
DAM (MMMOtYY)
LIMITS
GENERAL LUBILITY
EACH OCCURRENCE
$ 1000000
A
X
X
COMMERCIAL GENERAL LIABILITY
34SBMIH6237
10/24/08
10/24/09
PREMISES (Eaoccurence)
8300000
CLAIMS MADE aOCCUR
MEG EXP(My one person)
$10000
PERSONAL BADV INJURY
$ 1000000
GENERA. AGGREGATE
$ 2000000
GENL AGGREGATE LIMITAPPLIES PER
J
PRODUCTS - COMP/OP AGO
$ 2000000
EC LOG
POLICY
AUT
OMOBILE LIABILITY
COMBINED SINGLE LIMIT
$
ANY AUTO
(Ea accident)
ALL OWNED AUTOS
BODILY INJURY
$
SCHEDAEDAJTOS
(Per person)
HIREDAUTOS
BODILY INJURY
$
NON-OWNED AUTOS
(Per accident)
PROPERTY DAMAGE
$
(Per accident)
GARAGE ELABILITV
AUTO ONLY - EA ACCIDENT
$
ANY AUTO
OTHER THAN EA ACC
$
AUTO ONLY LY-. AGG
$
EXCESSNMBRELLALIABILITY
EACH OCCURRENCE
$
OCCUR CLAIMS MADE
A
GGREGATE
$
DEDUCTIBLE
RETENTION $
$
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
TORY LIMITS ER
ANY PROPRIETOR/PARTNERIEXECUTIVE
E.L. EACHACCfDENT
$
OFFICERIMEMBER EXCLUDED
yes
E L DISEASE -
EA EMPLOYEE
8
S
, AL PROVISIONS
SPECIAL PROVISIONS below
E.L. DISEASE - POLICY LIMIT
$
OTHER
5
Prof. Liability
SUAAFBB1483
10/24/08
10/24/09
aggregate 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Certificate holder as additional insured in respects to General Liability.
City of Temecula
Community Development Tech II
Theresa Harris
43200 Business Park Drive
Temecula CA 92590
TEME.CUL I SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
T1T~SEPFj$! ATIVE. ~
ACORD
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD
CITY OF TEMECULA
PLANNING DEPARTMENT
MEMORANDUM
TO: Shawn Nelson, City Manager
FROM: Debbie Ubnoske, Director of Planning
DATE: August 13, 2008
SUBJECT: Signature for Agreement- For Cato Geoscience to analyze active aggregate
mining operations along the Corona/Temecula 1-15 Corridor resources for
the Santa Margarita Area Annexation EIR
PREPARED BY: Stephen Brown, Principal Planner
RECOMMENDATION: Approve contract for consulting services.
BACKGROUND: The number and quality of public comments received on the first Draft
Annexation EIR prepared by Albert A. Webb and Associates make it necessary to prepare
and recirculate a revised Draft EIR. Staff has determined that an additional focused study is
necessary to independently analyze the existing and future aggregate resources in the 1-15
corridor between Corona and Temecula. Cato Geoscience is familiar with the local mining
production within the area and is the best choice to prepare this study
FISCAL IMPACT: Sufficient funding for the contracts is available in the Planning
Department's 2008-09 Budget line item for 001.161.999.5248, Consulting Services.
ATTACHMENTS: Attached are two (2) copies each of the Agreements between the City
and the above named consulting firms.
Please sign where indicated and forward to the City Clerk Department for further
processing.
RAAnnexation\Santa Margarita Annexation\Contracts\Signature memo Cato Geoscience I-15 resources review.docl
ax-,, sL
AGREEMENT FOR CONSULTANT SERVICES BETWEEN
THE CITY OF TEMECULA AND CATO GEOSCIENCE, INC.
CORONA/TEMECULA 1-15 CORRIDOR AGGREGATE STUDY
THIS AGREEMENT is made and effective as of August 13 2008, between the City of
Temecula, a municipal corporation ("City") and Cato Geoscience, 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 August 13, 2008, and shall remain
and continue in effect until tasks described herein are completed, but in no event later than June
30, 2009, 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
Twenty Seven Thousand One Hundred Ten Dollars ($27,110) 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 ten percent (10%) of the amount of the
Agreement but in no event shall the total sum of the agreement exceed thirty thousand dollars
and no cents ($30,000.00) or the amount approved by City Council. 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 notice to Consultant within 30 days of receipt of an invoice of any disputed
S:TontractACato Geoscienoe\Contract Santa Mang Annex EIR Prep.doc 7 Updated 8128107
fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant
shall provide receipts on all reimbursable expenses in excess of fifty dollars ($50) in such form
as approved by the Director of Finance.
5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE.
a. The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the 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.
6. DEFAULT 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.
7. 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
identified 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.
S:\Contracts\Cato Geoscience\Contract Santa Marg Annex EIIt Prep.doc 2
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 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.
8. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect and
hold harmless the City, District, and/or Agency, 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, District
and/or Agency, its officers, agents, employees or volunteers 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.
9. 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:
CG 00 01 11 85 or 881) Insurance Services Office Commercial General Liability form No.
.
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 endorsement to the General Liability policy described above
is acceptable.
3) Worker's Compensation insurance as required by the Stale 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.
b. Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1) General Liability: One million ($1,000,000) per occurrence for bodily
injury, personal injury and property damage. If Commercial General Liability Insurance or
other form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
2) Automobile Liability: One million ($1,000,000) per accident for
bodily injury and property damage.
S:\Contracts\Cato Geoscience\Contract Santa Marg Annex EIR Prep.doc
3) Worker's Compensation as required by the State of California;
Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City Manager. At the option of the City
Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions
as respects the City, its 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) Any failure to comply with reporting or other provisions of the
policies including breaches of warranties shall not affect coverage provided to the City, its
officers, officials, employees or volunteers.
4) The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
5) Each insurance policy required by this agreement shall be endorsed
to state: should the policy be canceled before the expiration date the issuing insurer will
endeavor to mail thirty (30) days' prior written notice to the City.
6) If insurance coverage is canceled or, reduced in coverage or in
limits the Consultant shall within two (2) business days of notice from insurer phone, fax,
and/or notify the City via certified mail, return receipt requested of the changes to or
cancellation of the policy.
e. Acceptability of Insurers. Insurance is to be placed.with insurers with a
current A_M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Self
insurance shall not be considered to comply with these insurance requirements.
f. Verification of Coverage. Consultant shall furnish the City with original
endorsements effecting coverage required by this clause. The endorsements are to be signed
by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to
be on forms provided by the City. All endorsements are to be received and approved by the
S:\ContractslCato Geoscience\Contract Santa Marg Annex EIR Prep.doc 4
City before work commences. As an alternative to the City's forms, the Consultant's insurer
may provide complete, certified copies of all required insurance policies, including
endorsements effecting the coverage required by these specifications.
10. INDEPENDENT CONTRACTOR.
a. 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 over the 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.
11. 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 any way 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 by failure of the Consultant to comply with this section.
12. 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 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.
S:\Contracts\Cato C,eoscience\Contract Santa Marg Annex EIR Prep.doc 5
13. NOTICES. Any notices which either parry may desire to give to the other parry
under this Agreement must be in writing and may be given either by (1) 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 parry 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 via U.S. Mail:
City of Temecula
Mailing Address:
P.O. Box 9033
Temecula, California 92589-9033
To City via Courier Service:
To Consultant:
43200 Business Park Drive
Temecula, California 92590
Attention: City Manager
Cato Geoscience, Inc.
P O Box 891930
Temecula, CA 92589
Attn: Kerry Cato
14. 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.
15. 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.
16. 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 for the relief granted.
17. 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
S:1Contracts\Cato GeoscienceWontract Santa Marg Annex EIIt Prep.doc 6
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.
18. 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 parry's own independent investigation of any and all facts such party deems material.
19. 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.
S:1ContractACato Geoscience\Contract Santa Marg Annex EIR Prep.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY ME U A
APPRO D AS TO FOR :
Peter M. Thorson, City Attorney
CONSULTANT:
Cato Geoscience, Inc.
P O Box 891930
Temecula, CA 92589
Telephone 951- - ri3
By:
Name:
Title: /4p sI'Cke n 7'
Name:
[Signatures of Two Corporate Officers Required]
S:\Contracts\Cato Geoscience\Contract Santa Marg Annex EIR Prep.doc 8 _
Shawn D. Nelson, City Manager
Exhibit A
Temecula Annexation - Major Tasks to be completed
Assist in preparation of portions of Temecula Annexation EIR
Cato Geoscience will analyze active aggregate mining operations along the
Corona/Temecula I-15 corridor. This work will be based on existing information at County
offices, new information obtained from the mine operators, and from other published
reports, maps, and any other available data, reports, and information readily obtained by
Cato Geoscience. While the County office is the local clearing house (lead agency) for the
administration of the Surface Mining and Reclamation Act (SMARA) regulations, there is
limited or no synthesis of data on any of the Riverside County mines; we discovered this
during our previous work for the City. Thus, much effort is focused on synthesizing the
data and reports for these specific mines.
Where possible Cato Geoscience will obtain interviews with mine owners regarding
production data, aggregate reserves, and aggregate markets. Our work will involve limited
analysis of site geology and aggregate reserves, but it will not consist of raw data collection in
the field or an analysis of detailed exploration data. Our focus is to understand the current
resource aggregate production in the Corona/Temecula 1-I5 corridor. As this production
and market information is typically considered proprietary we anticipate some operators will
not volunteer this information. And in these cases, as best Cato Geoscience can, we will
develop an understanding regarding production at that mine based on industry contacts and
knowledge of present and future aggregate need. Cato Geoscience is aware that time is of
the essence and will perform these tasks on or before August 30,2008.
To accomplish these tasks we divide the work into the following subtasks.
• Summarize salient characteristics of active aggregate producing mines
• Determine the annual production at each mine
• Determine the permitted reserves
• Estimate the reserves in place that are not permitted
• Estimate the destination for the material at each mine.
EXHIBIT B
PAYMENT RATES AND SCHEDULE
Cato Geosdence, Inc.
Cost Proposal to Assist in Annexation EIR preparation for the City of
Estimated Costs by Task (20080811)
Task
.
costs
1. Preparation
A. Aug 7 meeting with City staff and ESA staff
$D
1. Analyze active aggregate mining operations along the
Corona/Temecula ]-IS corridor
A. Identify other feasihle aggregate quarry lomtions
1. summarises lent h ..cteristics of nWe aggregate producing
mines
$3,160
2. Determine annual production at each mine
$3,020
3. Determine permitted reserves
$3,340
4. Estimate non-permitted reserves in place
$3,440
S. Estimate the destination for material at each mine
$3,820
su 'TIr`;
e. Field Review
1. Field-checking of mine conditions
$0
2. Field checks of Identified wells/water canditom
$0
' df5
C Prepare text and graphics for Annexation OR
1. Prepare text
$4,020
2. Prepare graphics
$2,600
3. Revise graphics
$480
4. Meeting with ESA and City staff to discus report
$480
5. Finalize report
1,820
$
, : u. a
1.
Expenses-
Report graphics and misc. (production)
$80
Aerial photos and geologic maps (purchase)
$300
Mileage
$550
Airfare to Sacramento
$0
Per diem
$0
Hotel nights
$0
_
5..~:: r5t-'ate::: •'¢--A=t'.:;.. .vim
0
:,~nF"~Y✓1-'.~~"~~p a'Fr - sly
:ti S:1Contracts\Cato Geoscience\Contract Santa Marg Annex EIR Prep.doc 10
Approvals
City Attorney
Director of
Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Shawn D. Nelson, City Manager
DATE: May 12, 2009
SUBJECT: Minor Amendment to Resolution 08-112, Application to Riverside County
LAFCO for the Santa Margarita Area Annexation, Confirming that the
Annexation is pursuant to the Cortese-Knox-Hertzberg Local Government
Reorganization Act of 2000
RECOMMENDATION: That the City Council:
1. Adopt a resolution entitled:
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AMENDING RESOLUTION NO. 08-112, "A
RESOLUTION OF APPLICATION BY THE CITY COUNCIL OF THE
CITY OF TEMECULA REQUESTING THE LOCAL AGENCY
FORMATION COMMISSION TO TAKE PROCEEDINGS FOR THE
ANNEXATION OF CERTAIN UNINHABITED TERRITORY
DESCRIBED HEREIN AS THE SANTA MARGARITA AREA
ANNEXATION COMPRISED OF APPROXIMATELY 4,997 ACRES,
LOCATED IMMEDIATELY SOUTHWEST OF THE PRE-EXISTING
CITY OF TEMECULA BOUNDARY LINE, WEST OF INTERSTATE
15 AND NORTH OF THE SAN DIEGO COUNTY AND RIVERSIDE
COUNTY BOUNDARY TO THE CITY OF TEMECULA AND THE
TEMECULA COMMUNITY SERVICES DISTRICT," CONFIRMING
THAT THE ANNEXATION IS PURSUANT TO THE CORTESE-
KNOX-HERTZBERG LOCAL GOVERNMENT REORGANIZATION
ACT OF 2000
BACKGROUND: On December 9, 2008, the City of Temecula City Council
approved Resolution No. 08-112 requesting the Local Agency Formation Commission to take
proceedings for the annexation of uninhabited territory comprising approximately 4,997 acres
known as the Santa Margarita Area Annexation Area.
The City's Application was accepted and filed by LAFCO and hearing on the Annexation is set for
June 4, 2009. LAFCO Staff pointed out to the City Staff that a statement is usually included in the
Resolution that the Annexation is pursuant to the Cortese-Knox-Hertzberg Local Government
Reorganization Act of 2000, commencing with Section 56000 of the California Government Code.
The statement is not legally required and the Resolution contains other references to the Act,
however, in order to prevent any confusion on the matter Staff recommends that a very minor
amendment to Resolution 08-12 be adopted to add the following paragraph to Section 1 of the
Resolution:
"AA: The City of Temecula City Council desires to initiate a proposal pursuant to the Cortese-
Knox-Hertzberg Local Government Reorganization Act of 2000, commencing with Section
56000 of the California Government Code, for the Santa Margarita Area Annexation Area."
FISCAL IMPACT: None
RESOLUTION NO. 09-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA AMENDING RESOLUTION NO. 08-112, "A
RESOLUTION OF APPLICATION BY THE CITY COUNCIL
OF THE CITY OF TEMECULA REQUESTING THE LOCAL
AGENCY FORMATION COMMISSION TO TAKE
PROCEEDINGS FOR THE ANNEXATION OF CERTAIN
UNINHABITED TERRITORY DESCRIBED HEREIN AS
THE SANTA MARGARITA AREA ANNEXATION
COMPRISED OF APPROXIMATELY 4,997 ACRES,
LOCATED IMMEDIATELY SOUTHWEST OF THE PRE-
EXISTING CITY OF TEMECULA BOUNDARY LINE, WEST
OF INTERSTATE 15 AND NORTH OF THE SAN DIEGO
COUNTY AND RIVERSIDE COUNTY BOUNDARY TO THE
CITY OF TEMECULA AND THE TEMECULA COMMUNITY
SERVICES DISTRICT," CONFIRMING THAT THE
ANNEXATION IS PURSUANT TO THE CORTESE-KNOX-
HERTZBERG LOCAL GOVERNMENT REORGANIZATION
ACT OF 2000
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE
AS FOLLOWS:
Section 1. The City Council of the City of Temecula restates and reaffirms that
in adopting its Resolution No. 08-112 on December 9, 2008, it initiated a proposal
pursuant to the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000,
commencing with Section 56000 of the California Government Code, for the Santa
Margarita Area Annexation Area and, therefore, hereby amends Resolution No. 08-112
to include new paragraph "AA" at the beginning of Section 1 to read as follows:
"AA: The City of Temecula City Council desires to initiate a proposal
pursuant to the Cortese-Knox-Hertzberg Local Government
Reorganization Act of 2000, commencing with Section 56000 of the
California Government Code, for the Santa Margarita Area Annexation
Area."
Section 2. The City Clerk shall certify to the adoption of this Resolution.
R:/Resos 2009/Resos 09-
PASSED, APPROVED, AND ADOPTED by the City Council of the City of
Temecula this 12th day of May, 2009.
Maryann Edwards, 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. 09- was duly and regularly adopted by the City Council of
the City of Temecula at a meeting thereof held on the 12th day of May, 2009, by the
following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
Susan W. Jones, MMC
City Clerk
R:/Resos 2009/Resos 09- 2
TEMECULA COMMUNITY
SERVICES DISTRICT
ITEM NO. 15
ACTION MINUTES
of
APRIL 28, 2009
City Council Chambers, 43200 Business Park Drive, Temecula, California
TEMECULA COMMUNITY SERVICES DISTRICT MEETING
The Temecula Community Services District Meeting convened at 7:46 PM.
CALL TO ORDER: President Chuck Washington
ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar, Roberts, Washington
CSD PUBLIC COMMENTS
There were no public comments.
CSD CONSENT CALENDAR
10 Action Minutes:- Approved Staff Recommendation (5-0-0) - Director Comerchero
made the motion; it was seconded by Director Roberts; and electronic vote
reflected unanimous approval.
RECOMMENDATION:
10.1 Approve the action minutes of April 14, 2009.
11 Third Amendment to Contract with Meyer & Associates - pulled off the agenda
RECOMMENDATION:
11.1 Approve the third amendment to the agreement with Meyer & Associates in the
amount of $27,683.50, plus 10% contingency of $2,768.
CSD DEPARTMENTAL REPORT
CSD DIRECTOR OF COMMUNITY SERVICES REPORT
CSD GENERAL MANAGERS REPORT
CSD BOARD OF DIRECTORS REPORTS
1
CSD ADJOURNMENT
At 7:47 p.m., the Temecula Community Services District meeting was formally adjourned to
Tuesday, May 12, 2009, 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.
Chuck Washington, President
ATTEST:
Susan W. Jones, MMC
City Clerk/District Secretary
[SEAL]
ITEM NO. 1 6
Approvals
City Attorney
Director of Finance
City Manager
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2009
SUBJECT: Second Amendment to the Roof Preventive Maintenance Services Agreement
with Tremco/Weatherproofing Technologies, Inc. for Fiscal Year 2009-2010
PREPARED BY: Jerzy Kanigowski, Facility Services Manager
RECOMMENDATION: That the Board of Directors:
1. Approve the Second Amendment with Tremco/Weatherproofing Technologies, Inc. for
$27,416.00 to provide preventive roof maintenance services at the various locations and
extend the Agreement to June 30, 2010.
BACKGROUND: The Temecula Community Services Department (TCSD) released a
Request for Proposal (RFP) for Preventive Roof Maintenance Services on June 27, 2007. The
TCSD received one (1) proposal from Tremco/Weatherproofing Technologies, Inc. A one (1) year
Contract with the option of four (4) one-year extensions was awarded to Tremco/Weatherproofing
Technologies, Inc., effective August 14, 2007 thru June 30, 2008 in the amount of $50,000.00.
Based on staff's recommendation, the Board of Directors approved the First Amendment on June
10, 2008 which authorized the first one (1) year extension in the amount of $29,800.00. The Second
Amendment is now being requested to authorize the second one (1) year extension as permitted per
original contract. The cost to provide roof preventive maintenance services forfiscal year2009-2010
is $27,416.00.This additional year of service will increase the total contract amount to $107,216.00.
In light of the current economic conditions, staff negotiated with Tremco Incorporated, Inc., an 8%
reduction of fees without a reduction in services, on all buildings placed under Service Agreement
for Fiscal Year 2009-2010 as well as any additional buildings which maybe added to the contract.
FISCAL IMPACT: The cost of the roof maintenance services contract is $27,416.00.
Sufficient funds have been included in the proposed Annual Operating Budgets for Fiscal Year 2009
- 2010 in the appropriate expenditure accounts.
ATTACHMENTS: 1) Amendment No 2.
RASIRE REPORTS ET ALWaintenanceWgenda Repart 2009 - 2010\Tremco 2009 - 2010.doc
SECOND AMENDMENT TO AGREEMENT BETWEEN
TEMECULA COMMUNITY SERVICES DISTRICT AND
TREMCOIWEATHERPROOFING TECHNOLOGIES, INC
THIS SECOND AMENDMENT is made and entered into as of May 12, 2009 by and between
the Temecula Community Services District, a municipal corporation ("City") and
Tremco/Weathreproofing Technologies, Inc. ("Contractor"). In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
This Amendment is made with respect to the following facts and purposes:
A. On August 14, 2007 the City and Tremco/Weatherproofing Technologies, Inc,
entered into an agreement entitled "City of Temecula Agreement to provide roof
preventive maintenance services" (Agreement) in the amount of $50,000.00.
B. The original Agreement was amended on June 10, 2008 in order to extend the
term of the Agreement and increase the payment for additional services in the
amount of $29,800.00
C. The parties now desire to increase the payment of the Agreement in the
amount of $27,416.00 and amend the Agreement as set forth in this
Amendment.
2. TERM. Section 1 of the Agreement is amended to extend the term of the Agreement
to June 30, 2010. The Second Amendment will take effect on July 1, 2009.
3. PAYMENT. The first paragraph of Section 3, "PAYMENT" of the Agreement is
amended to read: "The City agrees to pay Contractor 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 Twenty Seven Thousand Four
Hundred Sixteen Dollars and No Cents ($27,416.00) for the roof preventive
maintenance program and services for Fiscal Year 2009-10, for a total contract
amount of One Hundred Seven Thousand Two Hundred Sixteen Dollars and No
Cents ($107,216.00) for the term of the Agreement, unless additional payment is
approved as provided in this Agreement."
4. Exhibit B to the Agreement is hereby amended by adding thereto the items set forth
on Attachment A to this Amendment, which is attached hereto 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.
111111
R:\SIRE REPORTS ET AL\Maintenance\Amendmants 2009 - 2010\Tremco 2 nd Amendment 2009- 2010.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
and year first above written.
TEMECULA COMMUNITY SERVICES DISTRICT
BY:
Chuck Washington, President
ATTEST:
BY:
Susan W. Jones, MMC
City Clerk/Board Secretary
Approved As to Form:
BY:
Peter M. Thorson, City Attorney
Tremco/Weatherproofing Technologies, Inc.
3735 Green Rd.
Beachwood, OH 44122
Phone: (800) 852-6013
Contact Person: Ryan Tolsma
BY:
NAME:
TITLE:
BY:
NAME:
TITLE:
(Two Signatures Required For Corporations)
ATTACHMENT "A"
EXHIBIT B
CITY OF TEMECULA
PAYMENT RATES AND SCHEDULE
PRICING SHEET
This new price includes an 8% discount for Fiscal Year 2009-2010
LOCATIONS
PRICE PER 2009-2010
CITY HALL, 43200 Business Park
$2,374.52
Drive
TEMECULA VALLEY MUSEUM,
$879.52
28314 Mercedes Street
MARY PHILLIPS SENIOR CENTER,
$949.44
41845 6th Street
CHAPEL OF MEMORIES, 28300
$879.52
Mercedes Street
TEMECULA COMMUNITY CENTER,
$879.52
28816 Pujol Street
TEMECULA CHILDREN'S MUSEUM,
$1,978.92
42081 Main Street
COMMUNITY RECREATION
$3,491.40
CENTER, 30875 Rancho Vista Road
FIRE STATION 84, 30650 Pauba
$1,532.72
Road
MAINTENANCE FACILITY, 43100
$879.52
Business Park Drive
FIRE STATION 73,
$1,978.92
27415 Enterprise Circle West
OLD TOWN COMMUNITY
THEATER, 42051 Main Street
$6,710.48
TEMECULA VALLEY LIBRARY,
$3,041.52
Pauba Road
FIELD OPERATION CENTER
$1,840.00
43200 Business Park Drive
ATTACHMENT "A"
EXHIBIT "B"
(Continue)
ALTERNATE BID ITEMS-For repair or extra work authorized by District
MARK-UP ADDED TO CONTRACTOR'S WHOLESALE PRICE OF PARTS &
EQUIPMENT
% 25
HOURLY RATE PER REGULAR MAN HOUR-8am To 5pm Monday through Friday
$93.75*
HOURLY RATE PER OVERTIME MAN HOUR-After-hours, Weekends, Holidays,
$93.75*
etc.
*Billed in half day increments, minimum one half day.
Contractor's Sign
R:\SIRE REPORTS ET AL\Maintenance\Amendmants 2009 - 2010\Tremco 2 nd Amendment 2009- 2010.doc
ITEM NO. 17
Approvals
City Attorney
Director of Finance
City Manager
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2009
SUBJECT: First Amendment with Computer Alert Systems, Inc.
PREPARED BY: Jerzy Kanigowski, Facility Services Manager
RECOMMENDATION: That the Board of Directors:
1. Approve the First Amendment with Computer Alert Systems, Inc. for Alarm Monitoring,
Inspection, and Repair Services in the amount of $22,700.00 for Fiscal Year 2009-2010.
BACKGROUND: The Temecula Community Services Department (TCSD) released a
Request for Proposal (RFP) for Alarm Monitoring, Inspection and Repair Services on March 20,
2008. TCSD received three (3) proposals, which were evaluated to determine the qualifications and
competitiveness of each Vendor to provide Alarm Monitoring, Inspection and Repair Services.
Central Security Services was the lowest bidder, but withdrew their proposal because they could not
meet all of the RFP requirement. Computer Alert Systems, Inc. was determined to be the second
lowest qualified bidder to provide the required services for Alarm Monitoring, Inspection and Repair
Services. A one (1) year Contract with the option of three (3) one-year extension was awarded to
Computer Alert Systems, Inc., effective July 1, 2008 thru June 30, 2009 in the amount of
$37,700.00. The First Amendment is now requested to authorize the first one (1) year extension as
permitted per original contract. The cost to provide alarm monitoring, inspection and repair services
for Fiscal Year 2009-2010 is $17,700.00 and an estimated $5,000.00 is being requested for repairs
and additional supplemental services. This additional year of service will increase the total contract
amount to $60,400.00
FISCAL IMPACT: The cost of the alarm monitoring, inspection and repair services
contract is $22,700.00. Sufficient funds have been included in the proposed Annual Operating
Budgets for Fiscal Year 2009 - 2010 in the appropriate expenditure accounts.
ATTACHMENTS: 1) Amendment No 1
R:\SIRE REPORTS ET AL\Maintenance\Agenda Repart 2009 - 2010\Computer Alert Systems Inc. 2009-2010.doc
FIRST AMENDMENT TO AGREEMENT BETWEEN
TEMECULA COMMUNITY SERVICES DISTRICT AND
COMPUTER ALERT SYSTEMS, INC.
THIS FIRST AMENDMENT is made and entered into as of May 12, 2009 by and between
the Temecula Community Services District, a municipal corporation ("City") and Computer Alert
Systems, Inc. ("Contractor"). In consideration of the mutual covenants and conditions set forth
herein, the parties agree as follows:
This Amendment is made with respect to the following facts and purposes:
A. On June 10, 2008 the City and Computer Alert Systems, Inc., entered into an
agreement entitled "City of Temecula Agreement to provide alarm monitoring,
inspection and repair services" (Agreement) in the amount of $37,700.00.
B The parties now desire to increase the payment of the Agreement in the
amount of $22,700.00 and amend the Agreement as set forth in this
Amendment.
2. TERM. Section 1 of the Agreement is amended to extend the term of the Agreement
to June 30, 2010. The First Amendment will take effect on July 1, 2009.
3. PAYMENT. The first paragraph of Section 3, "PAYMENT" of the Agreement is
amended to read: "The City agrees to pay Contractor 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 Twenty Two Thousand Seven
Hundred Dollars and No Cents ($22,700.00) for alarm monitoring, inspection and
repair services for Fiscal Year 2009-10, for a total contract amount of Sixty
Thousand Four Hundred Dollars and No Cents ($60,400.00) for the term of the
Agreement, unless additional payment is approved as provided in this Agreement."
4. Exhibit B to the Agreement is hereby amended by adding thereto the items set forth
on Attachment A to this Amendment, which is attached hereto 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.
111111
CAProgram Files\Neevia.ComTocument Converter\temp\915761.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
and year first above written.
TEMECULA COMMUNITY SERVICES DISTRICT
BY:
Chuck Washington, President
ATTEST:
BY:
Susan W. Jones, MMC
City Clerk/Board Secretary
APPROVED AS TO FORM:
BY:
Peter M. Thorson, City Attorney
Computer Alert Systems, Inc.
27570 Commerce Center Dr. Suite 119
Temecula, CA 92590
Phone: (951) 676-6880
Contact Person: Michael C. Lynch
BY:
NAME:
TITLE:
BY:
NAME:
TITLE:
(Two Signatures Required For Corporations)
CAProgram Files\Neevia.ComTocument Converter\temp\915761.doc
EXHIBIT "B"
CITY OF TEMECULA
PAYMENT RATES AND SCHEDULE
PRICING SHEET
FACILITY LOCATION
Monthly Fee
Monthly Fee
Yearly Total Fee Per
Fire System
Security
Location
Monitoring &
System
Monitoring &
Inspection
Monitoring
Inspection
City Hall, 43200
Business Park Drive
$55.00
$40.00
$1,140.00
Maintenance Facility,
43210 Business Park Drive
$55.00
$40.00
$1,140.00
Community Recreation Center,
30875 Rancho Vista Road
$55.00
$40.00
$1,140.00
Temecula Community Center,
28816 Pujol Street
$55.00
$40.00
$1,140.00
Mary Phillips Senior Center,
418456 th Street
$55.00
$40.00
$1,140.00
Temecula Valley Museum,
28314 Mercedes Drive
$55.00
$40.00
$1,140.00
Temecula Children's Museum,
42801 Main Street
$55.00
$40.00
$1,140.00
Old Town Community Theater
42051 Main Street
$80.00
$40.00
$1,440.00
Temecula Public Library
30600 Pauba Rd.
$100.00
$40.00
$1,680.00
Patricia Birdsall Sports Park
31621 Deer Hollow Way
$80.00
$40.00
$1,440.00
Temecula Wedding Chapel,
28300 Mercedes Drive
$55.00
$40.00
$1,140.00
CAProgram Files\Neevia.ComTocument Converter\temp\915761.doc
EXHIBIT "B" CONTINUED
6t" Street Restroom/Parking Lot,
41952 6t" Street
NIA
$40.00
$480.00
Police Sub-station,
Old Town Front Street
NIA
$40.00
$480.00
28410 Old Town Front Street, # 105
Field Operations Center
43230 Business Park Drive
$80.00
$40.00
$1,440.00
Roripaugh Ranch Fire Station
80.00
$55.00
$1,620.00
Total
$17,700.00
ALTERNATE BID ITEMS-For repair or extra work authorized by City
MARK-UP ADDED TO VENDOR'S WHOLESALE PRICE
OF PARTS & EQUIPMENT
40%
HOURLY RATE PER REGULAR MAN HOUR-8am To
5pm Monday through Friday
$75.00
HOURLY RATE PER OVERTIME MAN HOUR-After-
hours, Weekends, Holidays, etc.
$95.00
Company Name:
Signature of Authorized Representative:
Title:
CAProgram Files\Neevia.ComTocument Converter\temp\915761.doc
ITEM NO. 18
Approvals
City Attorney
Director of Finance
City Manager
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2008
SUBJECT: Fourth Amendment to T & T Janitorial Agreement for City Facility Janitorial
Services for Fiscal Year 2009 - 2010
PREPARED BY: Jerzy Kanigowski, Facility Services Manager
RECOMMENDATION: That the Board of Directors approve the Fourth Amendment with T
and T Janitorial in the amount of $84,885.96 for Janitorial Maintenance Services at the various
locations and extend the Agreement to June 30, 2010.
BACKGROUND: The Temecula Community Services Department (TCSD) released a
Request for Proposal (RFP) for City Facility Janitorial Services on April 14, 2006. The TCSD
received six (6) proposals, which were evaluated to determine the qualifications and
competitiveness of each Vendor to provide janitorial maintenance services. T and T Janitorial was
determined to be the lowest qualified bidder to provide the required janitorial maintenance services.
A two (2) year contract with the option of two (2) one-year extensions was awarded to T & T
Janitorial effective July 1, 2006 thru June 30, 2008 in the amount of $119,486.88. Based on Staff
recommendations the Board of Directors approved the First Amendment on May 22, 2007 in order
to increase the payment for additional services at the Temecula Public Library in the amount of
$48,965.00. The Second Amendment was approved on January 16, 2008 in order to change the
Company name. T & T Janitorial was changed to T & T Janitorial, Inc. The Third Amendment was
approved on May 22, 2008 in order to authorize the annual expenditure of $123,625.44 to provide
janitorial maintenance services through June 30, 2009. The Fourth Amendment is now requested to
extend the term though June 30, 2010 as permitted per the original contract. The cost to provide
janitorial services for fiscal year 2009-2010 is $84,885.96. This additional year of service will
increase the total contract amount to $376,963.28
In light of the current economic conditions, staff negotiated with T & T Janitorial Incorporated, Inc. a
5% reduction of fees without a reduction in services, on all buildings placed under Service
Agreement for Fiscal Year 2009-2010 as well any additional buildings which maybe added to the
contract.
FISCAL IMPACT: The cost of the janitorial maintenance services contract is $84,885.96.
Sufficient funds have been included in the proposed Annual Operating Budgets for Fiscal Year 2009
- 2010 in the appropriate expenditure accounts.
ATTACHMENTS: 1) Amendment No 4.
RASIRE REPORTS ET AL\Maintenance\Agenda Repart 2009- 2010\Agenda Report T&T Janitorial 2009-2010.doc
FOURTH AMENDMENT TO
MAINTENANCE AGREEMENT
BETWEEN TEMECULA COMMUNITY SERVICES DISTRICT
AND
T & T JANITORIAL, INC
THIS FOURTH AMENDMENT is made and entered into as of May 12, 2009 by and between
the Temecula Community Services District, a municipal corporation ("City") and T & T Janitorial
("Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties
agree as follows:
This Amendment is made with respect to the following facts and purposes:
A. On June 13, 2006 the City and Contractor entered into certain agreement
entitled "City of Temecula Agreement in the amount of $119,486.88 for
Janitorial Maintenance Services" ("Contract").
B. The original Agreementwas amended on May22, 2007 in order to increase
the payment for additional services at the Temecula Public Library in the
amount of $48,965.00
C. The second Amendment was approved on January 16, 2008 in order to
change the Company name. T & T Janitorial shall be changed to T & T
Janitorial, Inc., pursuant to the name of said company in December 2007.
D. The Third Amendment was approved on May 27, 2008 in order to extend the
term of the Agreement and increase the payment for additional services in
the amount of $123,625.44
E. The parties now desire to increase the payment of the Agreement in the
amount of $84,885.96 and amend the Agreement as set forth in this
Amendment.
2. TERM. Section 1 of the Agreement is amended to extend the term of the Agreement
to June 30, 2010. The Fourth Amendment will take effect on July 1, 2009.
3. PAYMENT. The first paragraph of Section 3, "PAYMENT" of the Agreement is
amended to read: "The City agree to pay Contractor 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
references as though set forth in full, based upon actual time spend on the above
tasks. Any terms in Exhibit B other than payment rates and schedule of payment are
null and void. This amount shall not exceed Eighty Four Thousand
Eight Hundred Eighty Five Dollars and 961100 Cents (84,885.96) for City's
Facilities Janitorial Maintenance Services and, for a total contract amount of Three
Hundred Seventy Six Thousand Nine Hundred Sixty Three Dollars and 281100
Cents (376,963.28) for the term of the Agreement unless additional payment or
change order is approved as provided in this Agreement"
CAProgram Files\Neevia.ComTocument Converter\temp\915755.doc
4. Exhibit B to the Agreement is hereby amended by adding thereto the items set forth
on Attachment "A" to this Amendment, which is attached hereto 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.
11111
CAProgram Files\Neevia.ComTocument Converter\temp\915755.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
and year first above written.
TEMECULA COMMUNITY SERVICES DISTRICT
BY:
Chuck Washington, President
ATTEST:
BY:
Susan W. Jones, MMC
City Clerk/Board Secretary
Approved As to Form:
BY:
Peter M. Thorson, City Attorney
T & T Janitorial, Inc.
P.O. Box 261401
San Diego, CA 92196
Phone: (858) 336-8837
Contact Parson: Tam Doan
BY:
NAME:
TITLE:
BY:
NAME:
TITLE:
(Two Signatures Required For Corporations)
CAProgram Files\Neevia.ComTocument Converter\temp\915755.doc
ATTACHMENT "A"
EXHIBIT "B"
CITY OF TEMECULA
PAYMENT RATES AND SCHEDULE
PRICING SHEET
This new price includes an 5% discount for Fiscal Year 2009-2010
FACILITY LOCATION
SQ. FT.
ADDRESS
PRICE
TOTAL
TOTAL
PER
PRICE
PRICE
MONTH
PER
PER
PER. SQ.
MONTH
YEAR
FT.
Temecula Community Center
5,900
28816 Pujol St.
.114
672.60
8,071.20
Mary Phillips Senior Center
6,148
418456 th St
.114
700.87
8,410.56
Temecula Valley Museum
7,200
28314 Mercedes St
.114
820.80
9,849.60
Imagination Workshop
7,600
42081 Main St
.114
866.40
10,396.80
Temecula Public Library
34,003
30260 Pauba Rdad
.114
3,876.36
46,516.20
Harveston Community Room
1,200
28582 Harveston
.114
136.80
1,641.60
Drive
SUBTOTAL
7,073.83
84,885.96
ADDITIONAL SERVICE ITEMS
DESCRIPTION
SCOPE OF WORK
HOURLY RATE
Per Man
Per Man
Per Man
Regular Hour
Over Time
Holiday
Provide Additional General
Provide Specified general
8.50
12.75
15.00
Janitorial Maintenance
janitorial maintenance services,
Services for Special Events
such as cleaning office areas,
Request by the City
kitchens, office or recreation
Representative
building restrooms, hallways,
multipurpose rooms, etc.
Contractor's Signature
CAProgram Files\Neevia.Com\Document Converter\temp\915755.doc
ITEM NO. 19
Approvals
City Attorney
Director of Finance
City Manager
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2009
SUBJECT: Third Amendment to Prudential Overall Supply Agreement
PREPARED BY: Jerzy Kanigowski, Facility Services Manager
RECOMMENDATION: That the Board of Directors:
Approve the Third Amendment with Prudential Overall Supply in the amount of $25,000.00
for Uniform, Floor Mat and Towel Cleaning/Rental Service for Fiscal Year 2009 - 2010.
BACKGROUND: The Temecula Community Services Department (TCSD) released a
Request for Proposal (RFP) for Uniform, Floor Mat, Dust Mop and Towel Cleaning/Rental Services
on April 14, 2006. The TCSD received several proposals, which were evaluated to determine the
qualifications and competitiveness of their pricing. Prudential Overall Supply was determined to be
the lowest qualified bidder for the required services. A two year contract with the option of (3) one-
year extensions was awarded to Prudential Overall Supply effective July 1, 2006 thru June 30, 2008
in the amount of $25,000.00. Based on Staff recommendation the Board of Directors approved the
First Amendment on May 22, 2007 which authorized a one year extension in the amount of
$25,000.00. The Second Amendment was approved on May 27, 2008 which authorized the second
one year extension in the amount of $25,000.00. The Third Amendment is now requested to
authorize the third and final one (1) year extension, as permitted per original contract. The cost to
provide uniform, floor mat, dust mop and towel cleaning/rental services for fiscal year 2009-2010 is
$20,521.84 and an estimated $4,478.16 is being requested for additional supplemental services.
The current contract is for $75,000.00. The cost to provide services for fiscal year 2009-2010 is
$25,000.00. The additional year of service will increase the total contract amount to $100,000.00
FISCAL IMPACT: The cost of the uniform, floor mat and towel cleaning/rental services
contract is $25,000.00. Sufficient funds have been included in the proposed Annual Operating
Budgets for Fiscal Year 2009 - 2010 in the appropriate expenditure accounts.
ATTACHMENTS: 1) Amendment No 3
R:\SIRE REPORTS ET AL\Maintenance\Agenda Repart 2009 - 2010\Agenda Report Prudential 2009-2010.doc
THIRD AMENDMENT TO
MAINTENANCE AGREEMENT
BETWEEN TEMECULA COMMUNITY SERVICES DISTRICT AND
PRUDENTIAL OVERALL SUPPLY
THIS THIRD AMENDMENT is made and entered into as of May 12, 2009 by and between the Temecula
Community Services District, a municipal corporation ('City") and Prudential Overall Supply ("Contractor"). In
consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
This Amendment is made with respect to the following facts and purposes
A. On July 1, 2006 the City and Contractor entered into certain agreement entitled "City of
Temecula Agreement in the amount of $25,000.00 for Uniform, Floor Mat, Dust Mop and
Towel Cleaning/Rental Services" ("Contract").
B. The original Agreement was amended on May 22, 2007 in order to extend the term of the
Agreement and increase the payment for additional services in the amount of $25,000.00.
C. The Second Amendment was amended on May 27, 2008 in order to extend the term of the
Agreement and increase the payment for additional services in the amount of $25,000.00
D. The parties now desire to increase the payment of the Agreement in the amount of
$25,000.00 and amend the Agreement as set forth in this Amendment.
2. TERM. Section 1 of the Agreement is amended to extend the term of the
Agreement to June 30, 2010. The Third Amendment will take effect on July 1, 2009.
3. PAYMENT. The first paragraph of Section 3, "PAYMENT" of the Agreement is
amended to read: "The City agrees to pay Contractor 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 Twenty Five Thousand Dollars and No Cents ($25,000.00)
for Uniform, Floor Mat, Dust Mop and Towel Cleaning/Rental Services, for a total
contract amount of One Hundred Thousand Dollars and 001100 Cents
($100,000.00)for the term the Agreement, unless additional
payment is approved as provided in this Agreement."
4. Exhibit B to the Agreement is hereby amended by adding thereto the items set forth
on Attachment "A" to this Amendment, which is attached hereto 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and
CAProgram FilesWeevia.Com0ocument Converterltemp1916084.doc
year first above written.
TEMECULA COMMUNITY SERVICES DISTRICT
BY:
Chuck Washington, President
ATTEST:
BY:
Susan W. Jones, MMC
City Clerk/Board Secretary
Approved As to Form:
BY:
Peter M. Thorson, City Attorney
Prudential Overall Supply
P.O. Box 11210
Santa Anna, CA 92711
Phone: (760) 727-7163
Contact Person: Mark Elberan
BY:
NAME:
TITLE:
BY:
NAME:
TITLE:
(Two Signatures Required For Corporations)
CAProgram FilesWeevia.Com0ocument Converterltemp1916084.doc
ATTACHMENT "A"
EXHIBIT "B"
2009-2010 PAYMENT SCHEDULE
Location
CITY HALL
CUSTODIAL ITEMS
Zty.
Size/item
Unit Price Weekly Price
3
4x6 mat (charcoal)
$2.90
$8.70
3
3x5 mat (teal)
$1.80
$5.40
2
24" dust mop
$0.66
$1.32
10
3X5 Mat (gray)
$1.80
$18.00
20
Towels (blue)
$0.10
$2.00
Total $35.42
MAINTENANCE
FACILITY 1
4x6 mat (teal)
$2.90
$2.90
4
3x5 mat (teal)
$1.80
$7.20
1
24" dust mop
$0.66
$0.66
10
Towels (white)
$0.10
$1.00
Total $11.76
OLD TOWN TEMECULA
SENIOR CENTER 3
4x6 mats (charcoal)
$2.90
$8.70
1
36" dust mop
$0.86
$0.86
4
3X5 mats (charcoal)
$1.80
$7.20
20
Towels (blue)
$0.10
$2.00
$18.76
TEMECULA COMMUNITY
CENTER 3
4x6 mats (blue)
$2.90
$8.70
1
3x5 mat (blue)
$1.80
$1.80
1
3x10 mat (blue)
$3.30
$3.30
1
36" dust mop
$0.86
$0.86
20
Towels (white)
$0.10
$2.00
$16.66
TEMECULA VALLEY MUSEUM
2
4x6 mat (tan)
$2.90
$5.80
1
3x5 mat (tan)
$1.80
$1.80
1
24" dust mop
$0.66
$0.66
10
Towels (white)
$0.10
$1.00
$9.26
Annual
$1,841.84
$611.52
$975.52
$866.32
$481.52
CAProgram FilesWeevia.Com0ocument ConverteNemp1916084.doc
EXHIBIT "B"
CONTINUED
COMMUNITY RECREATION
CENTER 5
4x6 mat (gray)
$2.90
3
3x5 mat (gray)
$1.80
2
36" dust mop
$0.86
2
48" dust mop
$1.26
40
Towels (white)
$0.10
$14.50
$5.40
$1.72
$2.52
$4.00
$28.14 $1,463.28
PERFORMING ARTS & MERCANTILE
BUILDINGS
10
4x6 mat (gray)
$2.90
3
3x5 mat (gray)
$1.80
2
36" dust mop
$0.86
2
48" dust mop
$1.26
50
Towels (white)
$0.10
CHILDREN'S MUSEUM
3
4x6 mats (charcoal)
$2.90
1
36" dust mop
$0.86
4
3X5 mats (charcoal)
$1.80
20
Towels (blue)
$0.10
PUBLIC LIBRARY
4 4x6 mats (gray)
2 3x5 mats (gray)
$2.90
$1.80
$29.00
$5.40
$1.72
$2.52
$5.00
$43.64 $2,269.28
$8.70
$0.86
$7.20
$2.00
$18.76 $975.52
$11.60
$3.60
$15.20 $790.40
FOC
4
3x5 mats (gray)
1
4x6 mats (gray)
1
3x10 mats (gray)
1
48" dust mop
1
36" dust mop
20
Towels
$1.80
$2.90
$3.30
$1.26
$0.86
$0.10
$7.20
$2.90
$3.30
$1.26
$0.86
$2.00
$17.52 $911.04
CAProgram FilesWeevia.Com0ocument Converterltemp1916084.doc
Total for Facilities
$11,186.24
EXHIBIT "B" CONTINUED
UNIFORM SERVICE
Location Qty. Size/item Unit Price Weekly Price
Community Services
12 Workers 60 Dark Brown Pants $0.90 $54.00
Orange or White Shirt
Long or Short Sleeve
$54.00
"Miscellaneous Fees" Not To Exceed-100 Ball caps $8,10 ea
Public Works
13 Workers 65 Dark Brown Pants $0.90
Orange Shirts
Long or Short Sleeve
"Miscellaneous Fees" Not To Exceed
Contingency Fees 10%
$58.50
$58.50
ANNUAL TOTAL-CUSTODIAL
& UNIFORMS
* City has choice of pants-Blue Jeans @ $.75 each per week or Brown pants @ $.50 each per week
Company Name:
Signature of Authorized Representative:
$ 1,865.60
$ 20,521.84
Title:
Annual
$2,808.00
$810.00
$3,618.00
$3,042.00
$ 810.00
$ 3,852.00
CAProgram FilesWeevia.Com0ocument ConverteNemp1916084.doc
ITEM NO. 20
Approvals
City Attorney
Director of Finance
City Manager
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2009
SUBJECT: Second Amendment to the Elevator Services and Monitoring Agreement with
ThyssenKrupp Elevator for Fiscal Year 2009 - 2010
PREPARED BY: Jerzy Kanigowski, Facility Services Manager
RECOMMENDATION: That the Board of Directors:
1. Approve the Second Amendment with Thyssen Krupp Elevator in the amount of $15,000.00
for Elevator Services and Monitoring for Fiscal Year 2009 - 2010.
BACKGROUND: The Temecula Community Services Department (TCSD) released a
Request for Proposal (RFP) for all City elevators, to provide inspection, monitoring and repair
services on April 4, 2007. The TCSD received two (2) proposals, which were evaluated to determine
the qualifications and competitiveness of each Vendor to provide elevators maintenance services.
ThyssenKrupp Elevator was determined to be the lowest qualified bidder to provide the required
services. A one-year contract with an option of two (2) one-year extension was awarded to
ThyssenKrupp Elevator effective July 30, 2007 thru June 30, 2008 in the amount of $30,000.00.
Based on staff's recommendation the Board of Directors approved the First Amendment on May 27,
2008 which authorized a first one-year extension in the amount of $25,000.00. The second
Amendment is now requested to authorize the second one (1) year extension as permitted per
original contract. The cost to provide inspection and monitoring services for Fiscal Year 2009 -2010
is $9,960.00 and an estimated $5,040.00 is being requested for repairs and additional supplemental
services. This additional year of service will increase the total contract amount to $70,000.00
FISCAL IMPACT: The cost of the elevator maintenance, repair and monitoring services
contract is $15,000.00.Sufficient funds have been included in the proposed Annual Operating
Budgets for Fiscal Year 2009 - 2010 in the appropriate expenditure accounts.
ATTACHMENTS: 1) Amendment No. 2
R:\SIRE REPORTS ET Al-Waintenance\Agenda Repart 2009 - 2010\Agenda Report Elevator 2009-2010.doc
SECOND AMENDMENT TO AGREEMENT BETWEEN
TEMECULA COMMUNITY SERVICES DISTRICT AND
THYSSENKRUPP ELEVATOR COMPANY
THIS SECOND AMENDMENT is made and entered into as of May 12, 2009 by and between
the Temecula Community Services District, a municipal corporation ("City") and ThyssenKrupp
Elevator Company. ("Contractor"). In consideration of the mutual covenants and conditions setforth
herein, the parties agree as follows:
This Amendment is made with respect to the following facts and purposes:
A. On July 30, 2007 the City and ThyssenKrupp Elevator Company, entered into
an agreement entitled "City of Temecula Agreement to provide elevator
preventive maintenance services" (Agreement) in the amount of $30,000.00.
B. The original Agreement was amended on May 27, 2008 in order to extend the
term of the Agreement and increase the payment for additional services in the
amount of $25,000.00
C. The parties now desire to increase the payment of the Agreement in the
amount of $15,000.00 and amend the Agreement as set forth in this
Amendment.
2. TERM. Section 1 of the Agreement is amended to extend the term of the Agreement
to June 30, 2010. The Second Amendment will take effect on July 1, 2009.
3. PAYMENT. The first paragraph of Section 3, "PAYMENT" of the Agreement is
amended to read: "The City agrees to pay Contractor 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 Fifteen Thousand Dollars and No
Cents ($15,000.00) for elevator preventive maintenance and repairservices in Fiscal
Year 2009-2010, for a total contract amount of Seventy Thousand Dollars and No
Cents ($70,000.00) for the term of the Agreement, unless additional payment is
approved as provided in this Agreement."
4. Exhibit B to the Agreement is hereby amended by adding thereto the items set forth
on Attachment A to this Amendment, which is attached hereto 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.
111111
CAProgram Files\Neevia.ComTocument Converter\temp\915756.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
and year first above written.
TEMECULA COMMUNITY SERVICES DISTRICT
BY:
Chuck Washington, President
ATTEST:
BY:
Susan W. Jones, MMC
City Clerk/Board Secretary
Approved As to Form:
BY:
Peter M. Thorson, City Attorney
ThyssenKrupp Elevator Company
1601 S. Sunkist Street, Suite E
Anaheim, CA 92806
Phone: (714) 939-1140
Contact Person: James W. Shurtz
BY:
NAME:
TITLE:
BY:
NAME:
TITLE:
(Two Signatures Required For Corporations)
CAProgram Files\Neevia.ComTocument Converter\temp\915756.doc
ATTACHMENT "A"
EXHIBIT "B"
CITY OF TEMECULA
PAYMENT RATES AND SCHEDULE
PRICING SHEET
ADDRESS
ELEVATOR NAME
PRICE PER
PRICE
LEVATOR LOCATION
MONTH
PER
YEAR
City Hall
43200 Business Park
Montgomery
$150.00
$1,800.00
Drive
Model: S411-95
Maintenance Facility
43210 Business Park
GMS Elevator/
$150.00
$1,800.00
Drive
Elevator Controls
Corp.
H-800
Temecula Valley Museum
28314 Mercedes Drive
Westcon
$150.00
$1,800.00
Motion Control Eng.
HMC-1000 PHC
Community Recreation
30875 Rancho Vista
Porch-Lift
$120.00 per
$480.00
Center
Model L0194WL
Quarter
Temecula Old Town
42051 Main Street
Mitsubishi
$150.00
$1,800.00
Community Theater
Model:HMC-1000
Series PHC
Temecula Old Town
42051 Main Street
Genesis-Lift
$120.00 per
$480.00
Community Theater
Model: 139737
Quarter
Field Operations Center
43230 Business Park
Mitsubishi
$150.00
$1,800.00
(FOC)
Drive
Model: HMC-1000-
PCH
Serial:3233809
Total $9,960.00
ATTACHMENT "A"
EXHIBIT "B" CONTINUED
CAProgram Files\Neevia.ComTocument Converter\temp\915756.doc
DESCRIPTION
SCOPE OF WORK
PRICE PER ELEVATOR
PER MONTH
PRICE PER YEAR
Monitoring Elevator
This monthly fee should
Included
Included
Emergency Phone
include cost to re-program
phone, repairs and monthly
monitoring fee
ADDITIONAL SERVICES ITEM!
DESCRIPTION
SCOPE OF WORK
PREMIUM PORTION OF HOURLY RATE ONLY*
Premium portion of
If City requires work covered
overtime hourly rate per
by this Maintenance Contract
Monday- Friday: $164.00Ihr. per mechanic hr.
man for routine
to be performed outside of the
maintenance and
Vendors normal business
Saturdays: $164.00 per mechanic hr.
emergency repairs
hours. The rate shown is the
requested by City
premium portion of the
Sundays & Holidays: $212.00 per mechanic hr.
outside of Vendor's
overtime rate which would be
normal business hours
paid by City. Vendor will
absorb the straight time
portion of the overtime hourly
rate.
*Premium Portion of the hourly rate is the difference between any overtime rate less
"normal straight time hourly rate".
DESCRIPTION
SCOPE OF WORK
HOURLY RATE
Normal hourly rate for
Hourly rate charged by Vendor
work performed by
for repairs requested by City
Normal slt. rate: $235per mch.hr &$424per team hr
Vendor for repairs
which are not covered in
Overtime rate: $399per mch.hr.& 805per team hr
outside the scope of
Exhibit A
Saturdays rate: $399per mch.hr.& 805per team hr
Exhibit A
Sundays & Holidays rate: $447 per mch. hr & $805
per team hr.
* Team equals Mechanic rate plus helper rate.
Contractor's Signature---------------------------
CAProgram Files\Neevia.ComTocument Converter\temp\915756.doc
ITEM NO. 21
Approvals
City Attorney
Director of Finance
City Manager
TEMECULA COMMUNITY SERVICES DISTRICT
AGENDA REPORT
TO: General Manager/Board of Directors
FROM: Herman D. Parker, Director of Community Services
DATE: May 12, 2009
SUBJECT: First Amendment with Arch Chemicals, Inc. formally Marine Biochemists for
Water Management/Maintenance Services for Fiscal Year 2009 - 2010
PREPARED BY: Jerzy Kanigowski, Facility Services Manager
RECOMMENDATION: That the Board of Directors:
1. Approve the First Amendment with Arch Chemicals, Inc. formally Marine Biochemist, in the
amount of $68,260.00 for Water Management/Maintenance Services at the Harveston Lake
Park and Temecula Duck Pond for Fiscal Year 2009-2010.
BACKGROUND: The Temecula Community Services Department (TCSD) released a
Request for Proposal (RFP) for Water Management/Maintenance Services for Harveston Lake Park
and Temecula Duck Pond on March 20, 2008. TCSD received three (3) proposals, which were
evaluated to determine the qualifications and competitiveness of each Vendor to provide Water
Management/Maintenance Services. Arch Chemicals, Inc. formally Marine Biochemist was
determined to have provided the most qualified proposal for the Water Management/Maintenance
Services. A one (1) year Contract with option of three (3) one-year extensions was awarded to Arch
Chemicals, Inc. effective July 1, 2008 thru June 30, 2009 in the amount of $83,200.00. The First
Amendment is now requested to authorize the first one (1) year extension as permitted per original
contract. The cost to provide water management/maintenance services for Fiscal Year 2009 - 2010
is $58,260.00 and an estimated $10,000.00 is being requested for repairs and additional
supplemental services. This additional year of service will increase the total contract amount to
$151,460.00
FISCAL IMPACT: The cost of the water management/maintenance services contract is
$68,260.00. Sufficient funds have been included in the proposed Annual Operating Budgets for
Fiscal Year 2009 - 2010 in the appropriate expenditure accounts.
ATTACHMENTS: 1) Amendment No 1
R:\SIRE REPORTS ET AL\Maintenance\Agenda Repart 2009 - 2010\Arch Chemicals, Inc First Amendment 2009-2010.doc
FIRST AMENDMENT TO AGREEMENT BETWEEN
TEMECULA COMMUNITY SERVICES DISTRICT AND
ARCH CHEMICALS, INC. formally MARINE BIOCHEMISTS
THIS FIRST AMENDMENT is made and entered into as of May 12, 2009 by and between
the Temecula Community Services District, a municipal corporation ("City") and Arch Chemicals, Inc
formally Marine Biochemists ("Contractor"). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
This Amendment is made with respect to the following facts and purposes:
A. On May 27, 2008 the City and Arch Chemicals, Inc. formally Marine Biochemist
entered into an agreement entitled "City of Temecula Agreement to provide
water management/maintenance services" (Agreement) in the amount of
$83,200.00.
B The parties now desire to increase the payment of the Agreement in the
amount of $68,260.00 and amend the Agreement as set forth in this
Amendment.
2. TERM. Section 1 of the Agreement is amended to extend the term of the Agreement
to June 30, 2010. The First Amendment will take effect on July 1, 2009.
3. PAYMENT. The first paragraph of Section 3, "PAYMENT" of the Agreement is
amended to read: "The City agrees to pay Contractor 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 Sixty Eight Thousand Two
Hundred Sixty Dollars and No Cents ($68,260.00) for water
management/maintenance and repair services for Fiscal Year 2009-10, for a total
contract amount of One Hundred Fifty Thousand Dollars Four Hundred Sixty
and No Cents ($151,460.00) for the term of the Agreement, unless additional
payment is approved as provided in this Agreement."
4. Exhibit B to the Agreement is hereby amended by adding thereto the items set forth
on Attachment A to this Amendment, which is attached hereto 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.
111 111
CAProgram FilesWeevia.Com0ocument Converterltemp1915757.doc
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
and year first above written.
TEMECULA COMMUNITY SERVICES DISTRICT
BY:
Chuck Washington, President
ATTEST:
BY:
Susan W. Jones, MMC
City Clerk/Board Secretary
APPROVED AS TO FORM:
BY:
Peter M. Thorson, City Attorney
Arch Chemicals, Inc. formally Marine Biochemists
2940 B East La Jolla St.
Anaheim, CA 92806
Phone: (714) 632-5253
Contact Person: Bill Thomas
BY:
NAME:
TITLE:
BY:
NAME:
TITLE:
(Two Signatures Required For Corporations)
CAProgram FilesWeevia.Com0ocument Converterltemp1915757.doc
EXHIBIT "B"
CITY OF TEMECULA
PAYMENT RATES AND SCHEDULE
PRICING SHEET
PRICE
PRICE
PER
PER
DESCRIPTION
MONTH
YEAR
Harveston Lake Park
To be serviced three times per
$3,975.00
$47,700.00
week (Monday, Wednesday &
Friday)
Harveston Lake Park
To be serviced twice a week
$3,300.00
$39,600.00
(Tuesday & Friday)
Temecula Duck Pond
To be services three times per
$880.00
$10,560.
week (Monday, Wednesday &
Friday)
Temecula Duck Pond
To be serviced twice a week
$600.00
$7,200.00
(Tuesday & Friday)
ALTERNATE BID ITEMS - for emergency repairs or extra work authorized by City
MARK-UP ADDED TO VENDOR'S WHOLESALE PRICE OF
PARTS, EQUIPMENT AND MATERIALS
15%
HOURLY RATE PER REGULAR MAN HOUR (8am TO 5pm
Monday through Friday
$65.00
HOURLY RATE PER OVERTIME MAN HOUR - After-hours,
Weekends, Holidays, etc.
$95.00
Company Name:
Signature of Authorized Representative:
Title:
CAProgram FilesWeevia.Com0ocument Converterltemp1915757.doc
REDEVELOPMENT
AGENCY
ITEM NO. 22
ACTION MINUTES
of
APRIL 28, 2009
City Council Chambers, 43200 Business Park Drive, Temecula, California
TEMECULA REDEVELOPMENT AGENCY MEETING
The Temecula Redevelopment Agency Meeting convened at 7:47 PM.
CALL TO ORDER: Chair Person Ron Roberts
ROLL CALL: AGENCY MEMBERS: Comerchero, Edwards, Naggar, Washington,
Roberts
RDA PUBLIC COMMENTS
There were no public comments.
RDA CONSENT CALENDAR
12 Action Minutes - Approved Staff Recommendation (5-0-0) - Agency Member
Edwards made the motion; it was seconded by Agency Member Washington; and
electronic vote reflected unanimous approval.
RECOMMENDATION:
Approve the action minutes of April 14, 2009.
RDA EXECUTIVE DIRECTORS REPORT
RDA AGENCY MEMBERS REPORTS
RDA ADJOURNMENT
At 7:48 p.m., the Temecula Redevelopment Agency meeting was formally adjourned to
Tuesday, May 12, 2009, 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
Ron Roberts, Chairperson
ATTEST:
Susan W. Jones, MMC
City Clerk/Agency Secretary
[SEAL]
ITEM NO. 23
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Patrick Richardson, City Planner
DATE: May 12, 2009
SUBJECT: Opposition to Senate Bill 93 (Kehoe) Redevelopment: Payment for Land or
Buildings
RECOMMENDATION: City staff recommends approval of letter of opposition to Senate Bill 39
(Kehoe) be drafted and sent to Senator Kehoe, as well as, our local legislators.
BACKGROUND: On January 22, 2009 State Senator Kehoe (D - San Diego)
introduced legislation in response to what she viewed as an inappropriate use of funds to construct
public facilities that were not inside or contiguous to a redevelopment project area. This bill was
amended on April 28, 2009 and in its current form would make the following major changes to the
use of redevelopment funds to finance publicly owned facilities:
The findings required to be made in connection with facilities both inside and outside the
redevelopment project area would be subject judicial challenge. These findings are very
subjective (e.g. "no other reasonable means of financing" the facilities) and inherently
difficult to prove, requiring in some cases the proof if a negative. This challenge would lead
to increased litigation and cause delay and increased costs for public projects that will
leverage private investment and create jobs
2. The provision of housing for low and moderate income would be eliminated as an alternative
to a finding that the public facilities would assist in the elimination of blight. This could
prohibit agencies from funding public facilities that are needed for an affordable housing
project such as flood control improvements or a community center.
3. For public facilities located outside a redevelopment project area, the agency would need to
undertake costly, duplicative, and time consuming surveys of blighting conditions in order to
prove that significant blight remains in the project area. Under current law, blight studies
must be performed before the redevelopment plan is adopted. Once the redevelopment
plan is adopted, the project area is conclusively deemed to be a blighted area. (Health &
Safety Code § 33368.) Additional blight studies are presently not required unless certain
redevelopment plan amendments are proposed which could enlarge the project area or
extend the time limits on the redevelopment plan. The requirement to perform additional
blight surveys will lead to litigation, delays and increased costs.
4. Undercurrent law, redevelopment plans adopted prior to the effective date of the legislation
creating Section 33445 (October 1, 1976) do not have to show that the public facilities to be
financed from redevelopment funds were provided for in the redevelopment plan. SIB 93
would eliminate this exemption. This would triggerthe need to amend redevelopment plans
adopted before this requirement was included in the law, again creating costly delays of
important public projects.
5. SIB 93 contains no grandfather clause to cover project commitments that might be made
prior to the new law's effective date. It could adversely affect the ability of redevelopment
agencies to complywith existing contractual obligations made to developers and other public
agencies.
If SB 93 is passed in its current form itwould make itvery difficultforthe Temecula Redevelopment
Agency to fund any public projects. Therefore staff is recommending that the City Council oppose
SIB 93 and direct staff to draft a letter of opposition to SIB 93.
The League of California Cities and California Redevelopment Association are working with Senator
Kehoe to try to amend the language in SIB 93. However, if the negotiations do not produce
satisfactory amendments, the League will be requesting that all cities oppose this legislation with
great vigor. The Senate deadline for moving bills off of the Senate floor is June 5t"
FISCAL IMPACT: Potential significant cost to Agency due to delayed projects, and requirements
to find "substantial evidence" of blight above and beyond that which was recognized by the
Redevelopment Plan. Also there is potential for litigation as a result of the possibility that the Agency
will not be able to honor commitments of contracts already in progress.
ATTACHMENTS: None
TEMECULA PUBLIC
FINANCING AUTHORITY
ITEM NO. 24
MINUTES OF A REGULAR MEETING
OF THE TEMECULA PUBLIC FINANCING AUTHORITY
JULY 22, 2008
A regular meeting of the City of Temecula Public Financing Authority was called to order at 7:44
p.m., in the City Council Chambers, 43200 Business Park Drive, Temecula.
ROLL CALL
PRESENT:
ABSENT:
5 AUTHORITY MEMBERS: Comerchero, Edwards, Roberts
Washington, Naggar
0 AUTHORITY MEMBERS: None
Also present were Executive Director Nelson, City Attorney Thorson, and City Clerk Jones.
PUBLIC COMMENTS
No input.
TPFA CONSENT CALENDAR
26 Minutes
RECOMMENDATION:
26.1 Approve the minutes of May 13, 2008.
27 Authorization of Special Tax Lew in Community Facilities District No. 03-1 (Crowne Hill)
RECOMMENDATION:
27.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 08-04
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE
LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-1
(CROWNE HILL)
R AMinutes.tpfa\072208
28 Authorization of Special Tax Levy in Community Facilities District No. 01-2 (Harveston)
RECOMMENDATION:
28.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 08-05
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE
LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 01-2
(HARVESTON)
29 Authorization of Special Tax Lew in Community Facilities District No. 03-6 (Harveston II)
RECOMMENDATION:
29.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 08-06
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE
LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-6
(HARVESTON II)
30 Authorization of Special Tax Levy in Community Facilities District No. 03-2 (Roripaugh
Ranch
RECOMMENDATION:
30.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 08-07
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE
LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-2
(RORIPAUGH RANCH)
R AMinutes.tpfa\072208
31 Authorization of Special Tax Levy in Community Facilities District No. 03-3 (Waif Creek)
RECOMMENDATION:
31.1 Adopt a resolution entitled:
RESOLUTION NO. TPFA 08-08
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC
FINANCING AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE
LEVY OF A SPECIAL TAX IN COMMUNITY FACILITIES DISTRICT NO. 03-3
(WOLF CREEK)
MOTION: Agency Member Edwards moved to approve the Consent Calendar. Agency
Member Roberts seconded the motion and electronic vote reflected approval with the
exception of Agency Member Comerchero who abstained on Item Nos. 28 and 29.
ADJOURNMENT
At 7:45 p.m., the Temecula Public Financing Authority Meeting was formally adjourned.
Michael S. Naggar, Chairman
ATTEST:
Susan W. Jones, MMC
City Clerk/Agency Secretary
[SEAL]
RAMinutes.tpfa\072208 3
ITEM NO. 25
Approvals
City Attorney
Director of Finance
City Manager
TEMECULA PUBLIC FINANCING AUTHORITY
AGENDA REPORT
TO: Executive Director/Authority Members
FROM: Peter Thorson, City Attorney
DATE: May 12, 2009
SUBJECT: Consideration of the adoption of an Amended and Restated Acquisition
Agreement enabling the City of Temecula to construct certain Public
Improvements for Roripaugh Ranch, including Butterfield Stage Road and
Murrieta Hot Springs Road, with proceeds of the Community Facilities District
No. 03-02 (Roripaugh Ranch) Bonds.
PREPARED BY: Peter Thorson, City Attorney
RECOMMENDATION: That the Board of Directors:
1. Adopt a resolution entitled:
RESOLUTION NO. TPFA 09-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY OF THE CITY OF
TEMECULA APPROVING THAT CERTAIN AGREEMENT
ENTITLED "AMENDED AND RESTATED ACQUISITION
AGREEMENT BY AND BETWEEN THE TEMECULA PUBLIC
FINANCING AUTHORITY AND ASHBY USA, LLC" DATED AS OF
MAY 12, 2009 RELATING TO COMMUNITY FACILITIES DISTRICT
NO. 03-02 (RORIPAUGH RANCH)
SUMMARY:
The Developer of the Project, Ashby USA, is unable to complete the public improvements required
for the Project. The proposed Amended and Restated Acquisition Agreement ("Agreement") will
enable the City to proceed with construction of Butterfield Stage Road and Murrieta Hot Springs
Road required for the Roripaugh Ranch Project using the proceeds of the Roripaugh Ranch
Community Facilities District Bonds. The debt service on the Bonds is paid with Special Taxes paid
by the property owners within Roripaugh Ranch.
Several contractors and consultants who worked on these public improvements have filed stop
notices and lawsuits against the Developer, as well as the City and the Authority, seeking payment
for the work performed. Although the City is not responsible for these claims, the Agreement
provides for the payment of their invoices with funds that would otherwise be due to the Developer.
The Public Works Department is working towards the actual construction of Butterfield Stage Road
and Murrieta Hot Springs Road. There are several right of way acquisition issues that are yet to be
resolved. Once the contractors and consultants are paid under the proposed Agreement, they will
be able to provide the work product needed to complete plans and specifications.
Time estimates are never accurate on this Project because there are so many problems and so
many different parts that must be coordinated. However, the best estimate at this time is that a
significant portion of the work could go out to bid by late 2009 or early 2010.
BACKGROUND:
Rorinauah Ranch Proiect
On November 26, 2002, the City Council approved the Roripaugh Ranch Specific Plan (SP 11)
which provides a specific plan for 804.7 acres consisting of the development of a maximum of 2,015
dwelling units, but is currently planned for 1,745, 110,000 square feet of neighborhood commercial
retail space, a 12 acre elementary school site, and a 20-acre middle school site, a 19.7 acre sports
park (Planning Area 27), a 5.1 acre neighborhood park (Planning Area 6), a fire station site and fire
station (Planning Area 32), and 202.7 acres of natural open space, flood control improvements to
Santa Gertrudes Creek and Long Valley Wash, and on-site and off-site public infrastructure
improvements ("Project").
On December 17, 2002 the City Council also approved a Development Agreement for the Project
("Development Agreement") thatvests authorized land use requirements for the Project, provides for
certain development fee credits based on Developer's construction of designated public
improvements, and conditions the issuance of building permits on the completion of designated
public improvements necessary to mitigate the impacts of the development.
CFD Bonds for Public Improvements
On April 27, 2006, the Temecula Public Financing Authority issued $51,250,000 Temecula Public
Financing Authority Community Facilities District No. 03-02 (Roripaugh Ranch), 2006 Special Tax
Bonds ("Bonds"). The Community Facilities District comprises the area of the Roripaugh Ranch
Specific Plan. The proceeds of the Bonds were to finance the construction of certain designated
public improvements to mitigate impacts of the Project. The debt service on the Bonds is paid for
with Special Taxes levied on the property within the Roripaugh Ranch Specific Plan.
Several deficiencies in the Official Statement made by the Developer were noted shortly after the
Bonds were issued. Other than the initial disbursement of the costs of issuance and reimbursement
of fire station costs and a small portion of Murrieta Hot Springs Road, no disbursements have been
made for the Public Improvements.
City Construction of Priority Public Improvements (Butterfield Stage Road and Murrieta Hot
Springs Road)
On May 13, 2008, the City Council and Authority Board approved the City's use Bond Proceeds to
complete and/or construct certain Public Improvements required bythe Development Agreement but
was not completed. The following Public Improvements are expected to be constructed and/or
completed by the City ("Priority Public Improvements"):
(1) Butterfield Stage Road--complete full-width improvements from Murrieta Hot Springs
Road to the south project boundary at Planning Area 32, including construction of
two full-width bridges within and over Santa Gertrudes Creek and Long Valley Wash;
(2) Butterfield Stage Road--construct full width improvements from southern project
boundary at Planning Area 32 south to La Serena Way
(3) Murrieta Hot Springs Road--complete full-width improvements from east of Pourroy
Road at the northern project boundary to the Butterfield Stage Road;
(4) Intersection of Pourroy Road and Murrieta Hot Springs Road-construct/install traffic
signal;
(5) South Loop Road--construct southerly half-width in front of fire station (Planning
Area No. 32) including a portion Storm Drain line J;
(6) Nicolas Road--construct full improvements from Butterfield Stage Road to the
western project boundary; and
(7) Nicholas Road--construct 40-foot improvements 450 feet east of the existing Nicolas
Road/Calle Girosol intersection to the western project boundary.
The Priority Public Improvements include the basic arterial road improvements for the Project.
Comments by representatives of the various lenders that have taken over portions of the Phase I
properties, new owners, potential purchasers/merchant builders suggest that coordination and
funding of the construction of the Priority Public Improvements bythese parties in the absence of a
viable master developer will be difficult. The difficulty in completion of the various Public
Improvements could adversely impact the time of issuance of certain blocks of building permits
pursuant to the schedule set forth in the Development Agreement. A substantial portion of the
Public Improvement component of the requirements for issuance of up to 500 building permits would
be fulfilled bythe City's completion of the Priority Public Improvements; provided, however, issuance
of building permits will require fulfillment of all applicable requirements of the Development
Agreement and conditions of approval of the specific land use entitlements.
DISCUSSION OF TERMS OF AMENDED AND RESTATED ACQUISITION AGREEMENT
The proposed revisions to the Acquisition Agreement are:
City is authorized to construct and complete the designated Priority Public Improvements
(principally Butterfield Stage Road and Murrieta Hot Springs Road) and mayconstruct other
public improvements authorized by the Bond Documents if it elects to do so.
City's costs to construct the Priority Public Improvements will be paid directly with Bond
proceeds.
The portions of the Priority Public Improvements that have been partially constructed can be
paid for even though the improvement has not been completed. Appropriate amounts have
been deducted for the costs of bringing the partially completed improvements into working
order.
Approximately $16.3 million will be paid to contractors, lienholders and Ashby USA for the
work completed to date.
A. Of this amount approximately $8.4 million will be paid directly to contractors and
consultants who worked on the Public Improvements authorized by the CFD and
have now sued the City and Authority or who have filed stop notices with the City and
the Authority. The contractors and consultants will be paid only for the costs of their
invoices and not for attorney fees or interest. Each will sign a settlement agreement
that releases the City and the Authority from further liabilities but will allow them to
pursue any further remedies they may have against Ashby USA.
B. The remainder of this amount will be "paid" to Ashby USA and AmTrust Bank,
however, the City will make this payment through an "interpleader action" that is
essentially a court supervised escrow. This will enable all parties who have claims
against Ashby USA on this Project to make their claims and argue over who has
priority for the funds without the involvement of the City or the Authority in those
complicated proceedings. We anticipate that the contractors and consultants who
are paid the amount of their invoices by the City will claim their attorney fees and
interest in this action. These claimants are currently litigating the distribution of the
$2.5 million in surplus foreclosure proceeds from the Bank of the West's foreclosure
of a portion of the Roripaugh Ranch property.
C. All of the City or Authority's legal fees in connection with the contractor and
consultant law suits will be paid from these funds. Such fees have so far been paid
from the penalties collected from payment of delinquent Special Taxes. This
provision provides that they will be paid with funds otherwise due to Ashby USA.
Ashby USA must payall delinquent Special Taxes and file required Semi-Annual Disclosure
Reports prior to the payments being made unless the Authority waives this requirement.
The Authority is not obligated to "remarket" the Bonds, confirming that this cannot be
accomplished given the financial condition of Ashby USA.
If Ashby USA, or its successors, undertake the construction of any public improvements not
constructed by the City, Ashby USA must have performance and labor and material bonds
for the work even if sufficient Bond Proceeds are available to reimburse Ashby USA for such
costs.
Ashby USA and AmTrust Bank release the City and the Authority from any liability that they
might claim through the date of the revised Acquisition Agreement and agree not to seek
damages against the City or Authority for allegations of a breach of the revised Acquisition
Agreement in the future. This updates similar provisions in the March 2007 revisions to the
Acquisition Agreement.
Other administrative provisions to implement these terms.
The terms of the original Acquisition Agreement and Supplement No.1 to the Acquisition Agreement
along with these changes have been combined into an "Amended and Restated Acquisition
Agreement." As a practical matter, this makes it easier to administer the Acquisition Agreement
than having to reference three separate agreements.
FISCAL IMPACT: None. The costs of construction of the Priority Public Improvements
will be paid for by the proceeds of the Bond Issue. Debt service for the Bond Issue is paid for with a
Special Tax levied on the owners of the Roripaugh Ranch Project land. The City's attorneyfees and
professional services fees are paid from the proceeds of the Bond Issue as well.
ATTACHMENTS:
TPFA Resolution No. 09-
Redline version of Amended and Restated Acquisition Agreement showing changes from
the original Acquisition Agreement as modified by Supplement No. 1 to Acquisition
Agreement.
RESOLUTION NO. TPFA 09-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TEMECULA PUBLIC FINANCING AUTHORITY APPROVING
APPROVING THAT CERTAIN AGREEMENT ENTITLED
"AMENDED AND RESTATED ACQUISITION AGREEMENT BY
AND BETWEEN THE TEMECULA PUBLIC FINANCING
AUTHORITY AND ASHBY USA, LLC" DATED AS OF MAY 12,
2009 RELATING TO COMMUNITY FACILITIES DISTRICT NO.
03-02 (RORIPAUGH RANCH)
THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING
AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:
Section 1.
The Board of Directors of the Temecula Public Financing Authority hereby
approves that certain agreement entitled "Amended and Restated Acquisition
Agreement by and Between the Temecula Public Financing Authority and Ashby USA"
dated as of May 12, 2009 with such changes in said documents as may be mutually
agreed upon by the parties, the Executive Director, Bond Counsel, and City Attorney as
are in substantial conformance with the form of such agreements as presented to the
Authority. The Chairman is hereby authorized to execute said Agreements on behalf of
the Authority.
Section 2.
The Executive Director (or his designee), is hereby authorized, on behalf of the
Authority, to take all actions necessary and appropriate to carry out and implement the
Agreements and to administer the Authority's obligations, responsibilities and duties to
be performed under the Agreements.
Section 3.
The Authority Secretary shall certify the adoption of this Resolution.
PASSED, APPROVED, AND ADOPTED by the Board of Directors of the Temecula
Public Financing Authority this 12th day of May, 2009.
Maryann Edwards, 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 09- was
duly and regularly adopted by the Board of Directors of the Temecula Public Financing
Authority at a meeting thereof held on the 12th day of May, 2009, by the following vote:
AYES: BOARD MEMBERS
Edwards, Comerchero, Naggar, Roberts,
Washington
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
Susan W. Jones, MMC
City Clerk/Board Secretary
(.;uint & ilunnr3i; i1_P
&MARKED TO SHOW CHANGES FROM ACQUISTION AGREEMENT AND
SUPPLEMENT NO. I TO MARCH 26, 2009 VERSION
A_t'V1ENDED AND RES'rATED ACQUISITION AGREEMENT I Deleted -POST CLOSING*
!Deleted:
by and between the
TEMECULA PUBLIC FINANCING AUTHORITY
and
ASHBY USA, LLC
" MA,
01
r, I
SAErll 2009 { Deleted: March 1, 2006
Dated as of _ _
Relating to:
Temecula Public Financing Authority
Community Facilities District Noe 03-02
(Roripaugh Ranch)
Deleted: ¶
*T its document reflects the
provisions of the Acquisition
Agreement, dated as of March 1,
2006, as amended and
supplemented by Supplement
No.1 to Acquisition Agreement,
dated as of March 6, 2007, each
between the Temecula Public
Financing Authority and Ashby
USA, l.l_C
4 Deleted: ]10095
20009-01v_i023l
~4
TABLE OF CONTENTS
05
,ARTICLE I
DEFINITIONS
Section 1.01.
Definitions
.......1
ARTICLE 11
RECITALS
Section 2.01.
The CFD
7
Section 2.02.
The Development .
............7
Section 203.
The Facilities
7
Section 2.04.
The Financing
7
Section 2.05.
The Bonds
............7
Section 2.06.
No Advantage to Authority Construction
............7
Section 2.07.
Actions Subsequent to the Issuance of the Bonds
............8
Section 2.08.
Agreements.......-
8
ARTICLE III
FUNDING
Section 3.01.
Bond Proceeds; Improvement Fund
9
Section 3.02.
Priority for Use of Amounts in the Improvement Fund
..........10
Section 3.03.
City Election to Construct Facilities
..........12
Section 3.04.
Letters of Credit
..........13
Section 3.05.
Procedure for Disbursement of Funds in Satisfaction of Payment Requests 2
Through 8 and Future Payment Requests
..........16
ARTICLE IV
CONSTRUCTION OF FACILITIES
Section 4.01.
Plans
..........19
,l
Section 4.02.
Duty of Developer to Construct
..........19
Section 4.03.
Relationship to Public Works; Bidding Requirements
..........19
Section 4.04.
Independent Contractor; No Joint Venture
..........21
Section 4.05.
Performance and Payment Bonds
..........21
Section 4.06.
Contracts and Change Orders. -
21
Section 4.07.
Time for Completion
22
ARTICLE V
ACQUISITION AND PAYMENT
Section 5.01.
Inspection
23
Section 5.02.
Agreement to Sell and Purchase Facili ties
23
Section 5.03.
Payment Requests
23
Section 5.04.
Processing Payment Requests
24
Section 5.05.
Payment -
.......................................24
Section 5.06.
Restrictions on Payments
25
Section 5.07.
Acquisition of Additional Facilities
29
Section 5.08.
Defective or Nonconforming Work
29
-i-
Deleted:
z
Section 10. 14.
Conflicts With Irrevocable Instructions or Assignment Agreement-
....48
Section 10.15.
Amendment.._
_...48
Section 10.16.
056
Counterparts........._
....48
11 Section 10.17.
Governing Law. -
. ..49
Section 10.18.
Effective Date
....49
EXHIBIT A
DESCRIPTION OF FACILITIES ELIGIBLE FOR ACQUISITION FROM THE
DEVELOPER
EXHIBIT B
DISCRETE COMPONENTS OF FACILITIES AND RELATED BUDGETED COSTS
EXHIBIT C
FORM OF PAYMENT REQUEST
EXHIBIT D
PRIORITY FOR FUNDING OF FACILITIES
IEXHIBITL
SxfP m
EXHIBIT f
AI T ;f t I I c B AND PRIORITY LIEN CLAIMS
-54
E
-iii-
THIS X%H NDFD AND Rl ~l.',l i I'D ACQUISITION AGREEMENT (the "Acquisition
Agreement"), dated as of Aa f Hril is by and between ( ) the Temecula Public Financing
t10~,
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 "Developetr ftij<i arnends and rresstat s the. Prior Acquisition A~vreeinent and
i SuITleni nt >Wo. I tlreretU~s such terms arts defined herein).
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terns shall have the meanings ascribed to
them in this Section 1.01 for purposes of this Acquisition Agreement. Unless otherwise
indicated, any other terns, 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.
01 "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 Amended and Restated 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,
-1-
Deleted. March 1, 2046
Deleted. "
SIR
q
(ii) the reasonable costs incurred by the Developer in preparing the Plans for such Facility or
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 the Temecula Public l rnancmg Aulhorut< C ommunrttr Facilities District
(i2nripaugh_ Ranch 200 'Sp cialTTax Bonds, issued by the. Authority under the
previsions of the Act and the Fiscal Agent Agreeni.cnt.
"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
nay 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).
,
CFD means the Temecula Public Financing Authority L.ominunit), Facilities District
No. 03-02 (Roripaugh Ranch), created,by the Board of Directors of the Authority under the Act.
-2-
Deleted: "Bonds" means anv
indebtedness 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. ¶
Deleted: "Buyback" means an
offer by the Authority or by the
Developer, provided to all then
owners and beneficial owners of
Series 2006-A Bonds, to purchase
the Series 2006-A Bonds from the
then owners and beneficial
owners of the Series 2006-A
Bonds at a purchase price of not
less than the outstanding
principal of the Series 2006-A
Bonds together with accrued
interest thereon to the date of
purchase, and the purchase price
of any Series 2006-A Bonds
requested to be so purchased by
such owners will be funded with
moneys provided by or on behalf
of the Developer and/or with
amounts in the Improvement
Fund pursuant to Section 5.117;
Deleted: , or to be created,
X06
"City" means the City of Temecula, California.
~r
~ °Citc' Attc7rncw'° ineauis the attorney, or tirin of altornti a, see -vsngr in than capacity of City
Attorn-ev (01- the City;.
itN- Improve.nients" Shall nit>.an those. facilities identified in Exhibit t. hereto, and anv
additional Facilities designated in a notice to the Authorih. and the I)e eloper as described in
Seeti€>n 3,03A. of this Acquisition Agreement.
- - -
"City- \1anaI4er" means the person actin,&in the capacity as Cite \Ianager of the City.
losing Date" means Apt ii 277, 2006, beint~ thr. date of issuance of the Bonds.
"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; acid
including, but not limited, to the Roripa11 Ranch Specific Plan, approved by the City_ on
Noveniber 26, 2002, as adopted and as thereafter amended, and the Prcannexation and
Developnient ;\g,reeinent entered into as of Dtcember I7, 2002, between the City and the
Developer, and all c)perating nieniorandunr thereunder and all amendments thereto.
"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. Notwithstanding the foregoing, the Discrete
Components shalt include work done or c( sts ex ended by the Dev eloper ielatiti e tv a City
Iniproveinent for which the . Director of Public Works has appr( ved payanent as described in
Section 3.0313.
"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 anv successor thereto acting as fiscal agent under the Fiscal Agent Agreement.
-3-
.0 or
VNII
:'Fiscal Agent Agreement" means the agreement by that name, dated ?s 4 Vlareh 1,
2C)0, between the Authority and the Fiscal Agent, providing for, among other matters, the
issuance of the ,J3onds and the establishment of an Improvement Fund, as atrtt~nde>d and ' Deleted: Series 2006-A
supplemented by `,uppleme•ntal A~~e>emtnt No, Ito l ~>e fl .-'<ont Agreement, dated as ofMav
1, 2008, between the Authority and the Fiscal ARenL and as it may be Further amended or
supplemented from time to time to accordance with its tc F nis.
"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 Section 4,02(A) of the Fiscal Agent Agreement.
"Letter of Credit" means a standby letter of credit, which is: (i) in-evocable during its
term; (ii) in a form and with draw provisions satisfactory to the Treasurer of the Authority and
the initial purchaser of the Bonds; (iii) for the benefit of the Fiscal Agent; (iv) issued by a federal
or state chartered bank or other financial institution reasonably acceptable to the Treasurer of
the Authority and the initial purchaser of the )fonds, 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
QaIR,~Ni delivered to the Fiscal Agent, and any Letter of Credit provided in substitution for any then
outstanding Letter of Credit shall be for a tenn 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.
A standby letter of credit may be accompanied by a confirming letter of credit for the purposes
of satisfying the requirements in clause (iv) above; and if a confirming letter of credit is
provided, the legal opinion referred to in clause (v) above shall be with respect to the
confirming letter of credit and not the related Letter of Credit.
"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 frorn 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
-4-
Deleted Series 2006-A
Deleted: Series 2006-A
Erg
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
03~ 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
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 MAI 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
Qs,,
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.
"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 of theponds Deleted Series 2006-A
"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.
"t'ixu .k(gl,lisilion Agi•ooment" means the Acquisition Agreement, dated as of March 1,
2006, bets: t,eii 11w \ulho it.v, for the CFD, acrd the Developer.
-5-
Deleted: "Remarketing"
"Purchase Price" means the amount paid by the Authority for a Facility and/or any
means the repurchase of the
Discrete Components thereof determined in accordance with Article V hereof, being an amount
Series 2006 A Bonds from the
. ,
equal to the Actual Cost of such Facility or Discrete Component, but subject to the limitations
then owners thereof, and the
offer and sale of any Series 2006-
and reductions provided for in Article V.
A Bonds repurchased (or of a
series of Bonds the net proceeds
"Risk Manager" shall mean the person acting in the capacity of Risk Manager for the
of which would be used, along
citv
with amounts in the.
.
Improvement Fund if and to the
extent such net proceeds were
"State" means the State of California.
insufficient, to refund any Series
2006-A Bonds repurchased) to
"Supplement" means a written document amending, supplementing or otherwise
such owners or to such other
modifying this Acquisition Agreement and any exhibit heretgr
persons and/or entities as the
Authority shall determine;
provided that the annual debt
"Supplement No. I" means Supplement No. "l to icfmisttion Agreement dated as of
service on the Series2006 A
'latch b )007 between the Authorit for the. CFD, and he cyel0 er
~ ~
Bonds following the remarketing
j shall not be greater than the
"Tax Consultant" means David Taussig & Associates, Inc. or another independent r'
annual debt service on the Series
2006-A Bonds prior to the
financial or tax consultant retained by the Authority or the City for the purpose of computing,'.
remarketing (it being
the Special Taxes.
acknowledged that, should the
j yield on the Series 2006-A Bonds
I need to be increased to complete
1 the remarketing, either (i) the
principal of the Series 2006-A
Bonds following the remarketing
will be less than the principal
amount of the Series 2006-A
Bonds prior to the remarketing or
(ii) the remarketing proceeds will
be less than the amount oft l l
Deleted: "Series 2006-A
cox"a
;Bonds" means the first series of
1
Bonds issued by the City for the
1 CFD under the Fiscal Agent
Agreement.
Deleted: , including any
amendments
Deleted the list
Deleted: Facilities in Exhibit
A, any amendments to
Deleted: list of Facilities
Deleted their Budgeted Costs
and Discrete Components in
Exhibit B, and/or
Deleted: addition to Exhibit B
of additional Facilities (and
Budgeted Costs and Discrete
Components) to be financed with
the proceeds of the Bonds
deposited in the hrnprovem4 roi
-6-
ARTICLE II
RECITALS
Section 2.01. The CFD. The Board of Directors of the Authority ,jtas established the ( Deleted: is undertaking
CFD under the Act for the financing of, among other things, the acquisition, construction and 1 proceedings to establish =
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 lase. any proceeds of the 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 (and othe:rti4tse described in Sections 3.02C_ and E. hereof, 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 Be
Section 2.04. The Financing. The Developer and the Authority wish to finance the
acquisition, copl5truc tion and installation of some 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.,
Deleted: issue
- -
Deleted:
{ Deleted: Deleted: is proceeding with
the authorization and issuance of
Deleted: all or
Deleted: Authority to issue
any Bonds, or the
Deleted: financed
Section 2.05. The Bonds. The Authority s issued 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 a portion of the Facilities as €xlalicit1v set Ic~rth ~~3 this 1<quasitaon
Agreerne.nt. The execution by the Authority of this Acquisition Agreement in no way obligates
the City to acquire any Facilitiesrona the Dcvc>lope,r with proceeds of,lhe Bands, except the
Facilities listed in Exhibit B hereto which are to be acquired subject to the terms and conditions
set forth in this Acquisition Agreemenir
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 (other than the
conui tion or construction, as applicable, of th City Im tocements), and that the provisions of
this Acquisition Agreement require that,ftnGv Facilities ,pr, Dtsctete Corp ments thereof to be-
constructed by the Developer be so constructed by the Developer as if they had been
constructed under the direction and supervision of the Authority. The Developer hereby
-7-
Deleted: anv
Deleted: issued
Deleted:
T
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
$57,250,000 on or about April 27,
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
Deleted: the
Deleted: be
represents that it has experience in the supervision of the construction of public facilities of the
character of the Facilities.
Section 2.07. wxctions Subsc1qu of to the Issuance of the Bonds, `~ubsecluent to the sale
and issuance of the Bonds the, Auth:)#7f gas ac3 ~,,c-rcl that some` of the information t<~~<li I
tile Doxeloper in they CIt}dial `4atein ,;il o"i' l to 1rtarket the Bore {s nrai have been in cCurate
t nd r coniplet_c:, and the Authwit,, 101 thh• i-I O aild the 1)e\-eloperentered Supplernent \O. I
amending and supplernenting the Prior Acquisition A~;re°ement Supplement No. 'I
- -
contemplated that the Fronds would be repurchased from the then owners of the Bonds and
, subsequently remarketed, either imniediatelt-, or at a later elate, to new investors by means of a
new disclosure document, The Authority aild the Developer have now agreed that any such
repurchase and remarketing is infeasible Vjv n the current status of the development of the
land in the CFD and the financial m ark( is sYenerally, and now desire to enter into this
Acquisition Agreement to provide for the acquisition with funds in the hnprovement Fund of
certain of the Facilities or Discrete Components thereof from the Developer, to allow, for the
Citt° to construct the Citw Improvements and pay the costs thereof from amounts in the
Improvement Fund and to otherwise provide for matters related to the foregoulg.
Section 2,08. 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.
-8-
Deleted. Agreements
ARTICLE III
FUNDING
,,Section 3.01. and Proceeds; inrprovemerrt Fund. On the. losing Date, a portion of ,
the,net procceds of the Bonds wero deposited to an Acquisition Account (defined andjeferred
to herein as the improye.ment Fund), andlret proceeds of the Bonds were also deposited to a
City -Account, an FAWN D -'Account and a Public 1`i or-f:s Adrninistration Account- Only amounts
deposited to the tnrproveir~ent Fund are subject to the provisions of this Acquisition
Agreement. None of the Authority, the CitN- or the CFD shall have any, obhl ation whatsoever
to the Ieveloper except to use amounts, if arty, available in the linprovernent Ftind to pay the
osts of the acquisition of Facilities pnd Discrete Components thereof from ~ De eloper_ and
then only upon the ter~rns and. subject to the prvc iscons of this Acquisition Agreement.
Antotrnis in the Improvement Fund shall be held, invested, reinvested and disbursed as
=d in the Fiscal Agent Ayreernent. 4loneys in the lnrprovemett fund shah be
- - - -
awn therefrorn in accordance with the provision,; of the Fiscal Agent Agreement and the
ble nrovisions hereof for navment of all or a portion of the costs of construction and/or
acdcrisition of the, Faeilitics (in(ludinlTpavment of the Purchase Price of Discrete C ompinen.ts
thereof), all ,a5 herein pro% idod.
I he Developer agrees that the fAuthorit alone shall direct the tnvestnient of the ninnies
on deposit in the funds and accounts established by orpursuant to the Fiscal Agent Agreement,
incindinf; the Improvement Fund, and that the Developer has no right whsatsoever to direct
iriv strnerits under the Fiscal Agent A-greerment. The Authority shall have no responsibtlriv
whatsoever to the Developer under this Ae quisidon Agreement, the Prior Acquisition
:Agreement, any of the Conditions of Approval, or any otherivise applicable lavn,~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 anv 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 Authorih, 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.
-9-
Deleted:
Deleted: Authority
Proceedings- The Authority
shallconduct all iwcessary
proceedings under
Deleted: Act for the formation
Deleted: CFD
Deleted: the issuance, sale
Deleted: delivery of Bonds for
the CFD; provided, however, tha t
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
Deleted: the Authority staff
shalt 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
ti Deleted: approval of the
Board of Directors of the
4 1 Authority. ¶
Section 3.02. Series 2006-A
Bonds. The .Authority, in
eorinection with this Acquisition
Agreement, is proceeding with
the issuance and delivery of the
Series 2006-A Bonds for the CFD.
1 The Authority shall not be
a Deleted: Purchase Price
i Deleted: or any
Deleted except
Deleted: amounts on deposit
in the Improvement Fund on or
after the closing date of the Series
2006-A Bonds. 'Me Authority
makes no warranty, express or
implied, that the proceeds of the
Bonds deposited and held in the
Improvement Fund, and
I Deleted: investment earnings
thereon deposited to the
j Improvement Fund, will be
1 sufficientfor pal-ment of tlii -fir
~~r:
;ciection_3.02. Priority for Use of amounts in the Improves-tent Fund _.lmounts in the Deleted, Section 3.04.
lntt~rovt ineiml l'uipd shall he use°d for flit' fCi1EC~se ifl~; Iurposes in the tolltivcing order` or lpriorih~: [Intentionally Deleted.]!i
A. Qwiin Disbursements, It is he=reby acknowledoed that, prior to the Closing Date, Section 3.05. Letters of Credit.
0
-
t, Prior to the issuance of the Series
the De=veloper submitted to the Authority, a Pav innt Re L est NV_ 1, and, on fhe_Closing Dale, ~ 2006-A Bonds, the Developer
the Authoritt' withdrew 5348,43-5.4(i front the improvement Fund and remitted such aniountto shall provide or cause to be
Ohio `iavin s Bank now known as ytitrust hank) on behalf of the Developer, which ainount provided to the Fiscal Agent for
elpresentod payme t and 4itisfaction by the Authority of 1'mvntent Request No. I (being c2 eaChoWneTOflandandFts
r
- - Affiliates (a) that are projected by
reinflourseinn of t casts of the Developer associated with M.Urrieta Plot Sprins~7 Rei id being the Tax Consultant Bonds to be
Facility la. and lb. in Exhibit B). On the Closing Date, the City, also remitted to Ohio Sia,ings subject to l0°~ormore of the
- -
Bank, on behalf of the Developer V-)J 0,000.00 withdrawn front the C mtv Act ount established expected annual special tax levy
i T 9
untie" . the Fiscal .ent Agreement, to reimburse the De,velen pct for advances made b it €or the in the CFD (assuming Build-Out)
following the issuance of the
cost-of construe=tion ofya toe station. Series 2006-A Bonds, and (b) that
j own land in a planning area and
B. Payment Request No, 2. C7iE or about )uh' 2, 2005, tit, (}~,ve.IoFier submitted to the either (i) the then Parcel Value of
Authority a Payment Request No. 2 for pay ne>nf of the Discrete C Mlp nnenis comprised of (a) ; such land is less than three times
~ the Parcel Liens for such land
or
,
the Bridge (vita. C,ertrudis Crossing) component of Yac Flity' 2b in l:SXhibit 15, and ~13) the_ Bridge
- 11
1 - (ii) there are conditions pr
ecederit
I
(
i
E
Th
D
`
2
A
om, l ollev
lity
ose hvo
_
t05Si71 t()r13 C>ItEnt of Fac
C in
xhibit B.
iscrete Components 1 to the issuance ofbulding
ha-,_0
~
f
569.00, respectively, for all aggregate ! permits for all lots to be
Costs
$6,675,
902.0
r,
I
eted
a
n
e'tc
d
l
E;,t€)()o
pl ~
g 'u-bliC 4,Vorks has rev sewed Payment Request ~ developed in such planning area,
g
The
Di
of I
ect
No. 2, and the Authority is willing to disburse the aggregate of the Budgeted Costs for these. i as such conditions are set forth in
t14 c ` Discrete Cd)m orme nt5 in pay rtlE'2tt of the Purchase Price for Such Discrete Coin PQnerttS, the Preannexation and
I Development Agreement, dated
upon satisfaction of the. requirements, and subject to. the provisions, Set forth in Section :3.03A. i as of December 1.7, 2002, by and
and 13, horeo€. between the Ci tv and the
Developer as amended (the
7 "Conditions'). It is hereby
C_ Payment. Ree nest No. 8. On or about ttly 30, 008, the Developer submitted to the
l
_
. acknowledged that, as of the date
,Authority- Pavment Request. No. 5 for the payment of certain costs related to the acqu Fsilion of j of issuance of the Series 2006-A
right-of-way for Discrete Components 2c., 2d and 2e, (cis described in the Prior Agreement), for Bonds, none of the other entities
an agan-ate request of $1,225,325,95. The Director of Public 14torks has reviewed Pavne it that own property in the CFDis
- - _ - - _
Reeleiest NO. 8, and the ,Authority> is vvAlin to disburse such amount in avtrlent of the an "Affiliate of the Developer.
- Each Letter of Credit delivered to
Pi ireizci4E ['rice of the respective real rct ere' rigtits on p_ aicels of land as Eontcm1pia€ed lp1
>
the Fiscal Agent shall be
t
P a% meet Request No. 8, upon satisfaction of the requiremcnts_and subject to the provisions, se
I accompanied by a written
'oi tit in ection 3.05A. and C. hereof. The Authority hereb4 dee ins for kill purposes of this certificate from the provider
- - -
AcyuFSition Ateement the real Tr( I?eta rights c')n~atccls of land contemplated by Payment thereof or the Account Party
Request No 8 as "Discrete Components," ~ which identifies the County of
- Riverside Assessor's parcels in
the CFD to which such letter of
D. City Improvements, The City has FaS advised the Developer and the Authority that it credit pertains.1
will undertake the canletion of the Facilities listed in Exhibit l hereto and referred to herein 1f
a the initial "City Improvements" The initial City lmprovements include basic arterial i A Letter of Credit provided to the
_ _ .
Fiscal Agent shall be subject to
roadway improvements necessary for the development of the land in the CFD, and variocis
li draw by the Fiscal Agent (i) in
landowners, their lenders and current and prospective merchant builders have inforined the I the amount of any special taxes
Authority that coordination and funding of the construction of these City hptprove rents by levied by the CFDon any of the
Scxcly~parties rather than b), the Developer WOUld ire difficult and could odvcr•sely impact the ! "parcels in theCFD€owhich the
perrnit5 for development ocCUrrinin they CFD Letter of Credit pertains" (as
tinme of issuance of certain blocks Of liUildii1
_
and adversely affect the ability of ttu Fco1rer ~ in ? such hrase%sdefacedaithenext
_ the CF D to generate spec uml irate s for the
_
paragraph) which are delinquent;
nient of the delft service on the Bonds; and these City Improvements inC?udE,
F~~v1 roads across or (ii) in whole if the Letter of
ini> nth,r area of the CiT) and outside Of the boundaries of the CPD that can mare efficiently be Credit (or the confirming letter of
construoed by the City'. Aniouitts in the linprovenient fund shall be withheld and disbursed i credit if one is provided
-IO-
&V
to pat-- the , OMS of ',Lich City Improvements as dest ribed in Section 3-03 hereof. Pursuant to
~;eCtion 3.030., S22,771,820.00 shall be withheld and disbursed for such City Irnprovenrents,
sUbjt~c t to rr-rc reascs anzl~ or decreases in such amount as described in 5ectivn 3.03C-
1.- Pa~,rnent Kerc~trests ;has. 3 ihrou~h '3~he Dcvelc~>cr has submitted to t17e WuthcrrittiPayme>nt Request NO,- 3 4, 5 h and 7 Hie Director of Public Works has reviewed such
PaV meet Request', and has determined that while the work covered by the Payment Requests
m r~ hac,e been completed, some of the %,vork for "Rich payment has been requested has
deteriorated or is not in an acceptable condition. Accordingly, the .Anthonty is "pilling to
disburse for each such Payni€ nt Req_uest, an amount equal to the lesser of (i) the budgeted
amount for the applicable Discrete Components as set forth in Exhibit B to the Prior Acquisition
Agrceme_nt or err} the Actual Costs of the applicable Discrete Components that have been
verified bt th€r Director of Public: Work,,, less ti~ ith n spect to all such Payment Requests
58}t1,tt00.t)0 (tieing an amount estimated h;th(~ of Public Works as necessary: to
t by the Dev (eJoher into an acceptable condition. Based on the forei oiny;, the
is Nvilling to disburse in respect of Payment Request Los. 3 throoph 7, uf,on
17
for
Request No. 3, $405,832,08 for Pavinent Request No. $1,194,422.00 for Payment Request No. 5
$535,1350.45 for Payment Request No. b and $2,349,139.64 for Payment Request No. 7, less a
withhold amount of $840,000.00 in respect of such Payment Requests.
To the extent that the Director of Public Works subsequentlsvdc €e relines that the
- - - - - - - - - - - - - - -
per has proceeded with reasonable diligence to take, and has taken, all necessary actions
e .f .f .i e~ ~ • i . F f f~. .
in connection with its construction and/or
completion of the City Improvements (as described in Section 3030.) or, with respect to
grading weak, the grading work has been returned to an acceptable condition, and only to the
extent such work is so useable or has been so returned to an acceptable condition , the Director
of Public k-Forks shall so advise the. Authorit-. The Authority, following re-e41( of tyre
determination of the Director of Public Works, is willing to disburse the $840,(f)0.00 held back
from PaV went bequest Nos 3 through 7 as described above, funds from. the lmproyeinent Ftuid
ti pm satisfaction of the requirements, and subject to d2>rovisions, set forth in Section 3.05A.
-
and D. hereof. If, hhowever, the Director of Public Works determines that Developer has failed
to use reasonable diligence to take, arid or has not taken, all necessary actions such that the
work on the Discrete Component-,, contemplated by Payment Request Nos. 3 thio_u 13 7 was not
fully useable bv_the CitV or was not returned to and is in an acceptable t;andition, the Director
of Public Works will so advise the Developer and the Developer will have no right or claim to
any of_thc $840,1300.00 withheld from Pavrnetit Request Nos. 3 thl'OLIolt 7.
F. Additional City [mprovements. Upon any designation by the City of
order of the Cite for such additional City Itnnrovements as described in Sec tlon 3.£13.
G Future Developer Payn.ent Request,. Amounts in the Improvement Fund, after
satisfaction of all of the demands described in subhai-figraphs A throut+ F above, shall be. used
-11-
to pay costs of the Facilities indicated as Priority A in Uxhibit l) hereto. When all costs of the
1'riorit~' \ facilities and all costs of any Cite Improvements have been paid in full, as
determined by, the Director of Public: V orks, anv rentairung amounts in the Improvement Fund
n ay be cisM to pav the Purc hose Prices of Facilities and Discrete Components thereof indicated
as Priority li on (_xhibit l) hereto,
li Othc r Notwithstanding the foregoin,&prov isions of this Section 3.02, the Authority,
the purposes described in sub
F and G of the this Section :3.02.
Section. 303 C itv FIec ion to Construct Facilities City Option to Construct.
~,0twithstanding, II1 is c v isio of this A(qui.=_ition -fit rr- rln.ent to the conb.,dr the City has
advised the Authority tfl,lt it will construct, orfinish the tonstruction of, the Facilities described
in Exhibit 1', and referred to in this Acquisition Ag r,-ement as the "City Improvements." 'T'he
City may, in its sole and absolute discretion, by written notice to the Authority and the
Facilities described in any such notice shall constitute additional Cih, Improvements under this
A quisition Agreement,
B. No Further Developer Activities; l'ayrnents to Developer. The Developer immediately
shall cease any- acquisition or construction Activities related to the City Improvements listed in
Exhibit E and, as soon as practicable following receipt of any written notirn front the described in the second sentence of Section 3.03A, any farther acquisition or construction
activities related to anv Facilities in anv such notice that the Citv has dote r m fined to c eEistruct or
complete, exec t that the Developer shall promptly complete any V%"ork in progress Subject to
arty contracts theretofore awarded for work related to such Facilities and the Developcr shall
complete any other tasks necessary for the City to obtain the value of the work performed (as
directed by the Director of Public. Works m vvritiny to the Developer). The Authority shall
date of this Acquisition Agreement (with respect to City Improvements described in Fvhibit E)
or prior to the termination of work as described in the pre ceding _,(with respect io_ any
- - - _
a y
Cit Improvements de signaled by the Cite follovvincy the effective date of this Acc uisition
Agreement). The Authorit-,__xill_pay the Purchase_Price_of anv-F<acilities (and anti' related
I?rscrete ComT~onents) that have becorne Crt hnpre>venents in accordance with the provisions
_t.02 and. 3.05 hereof), but
of n
this Ace uis __itiort as3r c cnme_rt_t _Ou.__.lu.drrtg but not limited - to, - Sc clo ions,
payment will be Winde for any partially completed Facility of Discrete Component only to the
extent that the Dir nor of Public Works determines that the wvork done by the Developer
provided value (or, with respect to_gra_ding_cyork, the grading yyork has been returned to an
acceptable condition), the Developer cooperates with the City as reasonably requested in
connection with the construction of such Cite lmprov>einent, and Only in compliance with the
provisions of Section 3.05D. below. For example, it is not expected that the Authority will pay-
for a °rou It grading' Discrete Component if the work clone has eroded to the point where
-
significant remedial grading is necessary to place the land in the carne condition as it was when
the rough grading had initially- been c omhleted,unless such remedial grading has bcc n
completed by the Developer to the slat sl ac Linn of the Director of Public Works. The Devcloq)er
-12-
GRIND,
5 01,
agreed to cooperate with tln City in connection 'CV id th.' k ornp etion of the CithImpiocolonts,
as reasom,.bly reque,;ted l1v the City; and, at its e+w n cxprn5e, to bring the F'a ilrtic~s or Discrete
Components which it has prex~iously completed (indudrnggrading) into a oo ndition acceptable
f(}r requisition d dtlterc err red [IN the Dire( for of €'uhlic Works. I 'he Cite shall be r;iibiled to use
)table= condition if the Developer fails to do
X51
V
C Reservation of Funds Agreement for City= Improvements. The Authoritv shall
withhold in the Improvement Fund sufficient funds to pay the estimated costs of the, City
Irnlmovernents, is determined by the Cite f1`01-11 tune to time. The City has deterrnined as of the
- 1 11 I'll, .1 -
effective date of this Acquisition A.r€ement, that the amounLs shown in Exhibit F hereto are
the estimated costs for the City finprovenients listed in Fxhibrt F The City bV written notice to
the Authority and the tJevelzer, rnav increase or des rease the amount to be withheld in the
- -
Improvement Fund for such City, Improvements if it determines, in it's sole and absolute
judgment, that the costs of the City Irnprov°ements have changed, and the City may from time
to time desi~lrtate. additional funds to be vvithheld in the Inrprov c,rnent Fund in tonne( tion with
the designation of additional City Improvements as described in Section 103A. Any amount in
the Irnprovernent Fund to be withheld as described in this lie ction .03C. Shall not be available
topat%-the Purchase Price of Fa.crlrties or Discrete Components under the provisions of Article V
of this Acquisition Agreement.
- - - -
Upon receipt of a Fw-ritten request of the Director of Public Works requesting payment
for costs related to a Cite Improvement, the .Authority shall cause funds to be withdrawn from
the lnnpiroventent hund to satisfy, Such request, and the anurunt so withdrawn shall reduce any
related withhold for the related C rtv Improvement described in theme ecedrng_paraUaph.
I3 No Liability for City Improvements. VVhile the Cjty has advised the Authority that it
expects to use reasonable diligence to complete [he City- Improvements the Crtv'shall have no
liability or obligation whatsoever to the Developer or any other person or entity, with respect to
the City Improvements or the constru.ction thereof.
(a )_that were projected by the Tax Consultant, on the Closing, Date _ to be sublcct to 10% or more
of the expected annual special tax levy- in the C FD (assuming Build-Out) followrinp, the issuance
of the Bonds, and (b that owned land in avlanrung area and either (i) the then Parcel Value of
such land was less than three dines the Parcel Liens for such land, or ii there were conditions
p eced.errt to fly
issuance of buildinf _ycrmits for all lots to be developed in such planning area,
as suc11 conditions are set forth in the 1'r eannexation and Development Agreennent, dated as of
December 17, 2002, by and between the City,- and the Developer as amended (the "Conditions").
A Letter of Credit provided to the Fiscal Agent is subject to draw by the Fiscal Agent (i)
in the amount of anv special taxes levied by the CFD on anv of the "parcels in the CFD to which
provided with a Letter of Credit) expires prior to the date on which it is eligible for release in
whole; a, &e m.ibed below and a replacement Letter of Credit (which may include a confirming
lette l t.rf credit) 5a1isCV the criteria described in the definition "Letter of Credit" in Section
-13-
Q M
nM
~ IN 14
t 0, is not delivered to than Fiscal Agrnt at least 5D davs prior to such expiration date; (iii) in
kt hole ifthe rating of the uwwo ured debt obligations of the provider of the totter of Credit
have been reduced tci HM3 or its ecluiy alent or loiver by Moody's Investor's Service or Standard
k- Poor's Ratings C,rotip Of a €onfirmin£3 letter of credit has been delivered together with a
r crvidinhe confirnrirzletter c f <_red e ~1aiu7unts c~r~sw~°n on and Letter of Credit pursuant to
tIle Ilre€edingclause i) svill be d(.wseted to the special tax fund toi 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 resery-e fund for the CFD Bonds and drawn
upon, with the pros eels c s the draw deposited to the 5pecial Tax Fund, for the CFI Bonds, in
-
the amount of any de Iinque.nt special taxes levied in the C FD with resp ce to theme eels in the
CFD to which the Letter of ~1eLA eriains, or released or reduced to the same. extent the
(orrespondino I Ptter of Credit would have been released or reduced as described in the
sue ce•rdin} par~a~ rahh of this Section 3.05.
The Authority will cause the fiscal Agent to reduce the amount available to be drav"n
on a letter of credit frorn time to time, but not more than once every six €nonths(commencing
no sooner than six months after the closing date for the initial series of the Bonds), upon the
presentation to the'Treasurer_of the Authority of a written estimate as to the expected annual
spacial taxes that may be levied on parcels in the CFD to which the Letter of Credit pertains,
assurn:ry Build-OW (the `14aximum Amount°). In calculating the %Maxiinum Amount (fund for
sentence of the second followving paragraph), the
that are, at the time of
Build-
Parcel Value is more than three times the Parcel Liens, and are not subject to Conditions which
Conditions ap
ply e
to all lots to be develvj rn the Manning area in which the parcels are
located; (c} subject to a separate Letter of Credit, as described below; or f~ owned by
individual homeo% ne.rs If the Nlaxnnum Amou.n.t, multiplied by two herein the "Revised
Letter of Credit, then
Letter of Credit by the difference between the current stated arnoruzt of
Letter of Credit provider the
Credit
sale of property to an Owner (1) that will own, together with its
on such varcels in the CFL3
to
Value of such land is Tess than three times the Parcel Liens for
to be developed in such planning area; unk~ss the necw° 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. Notwithstanding any provision of this paragraph to the
-14-
were initially- identified by the
m
contrarv, the word "Conditions" when used in [laisl~aa°agraph mans the conditions precedent
to the issuance of building permits for all lots to he developed in the applicable planning, area,
as such conditions are set forth in the Preannexation and Devc 1opment Agreement, dated as Of
I?ecenabcr 17, 2002, betiveen the City and the Developer, as in effetct can tile dates of issuance,, of
the ponds, whether or not the Citv later vvoia:ed or deferred some of such conditions as a
precedent to pproc idin building pk marts pith the purpose and tfect that a Letter of t r e d t will
not He sub ect to release by reason of tile rsretv,sions of clause (bj of the second sentence of this
paragraph until the infrastructure improvements described in such Preannexation and
Development Al rcement as conditions precedent for the releas:" of the applicable building
Permits have been completed. The Authority hereby a(kno%,J, ,s , that the provisions of
paral r IL~hL pith respect to the property saarchased, rnt letter of credit their r eld by the Fiscal
1pent Pertaining in whole c+r-ira part to the property- so purchased shill be subject to reduction
by the amount available to be drawn on the letter of credit so provided by such purchaser; and
(ii) if a-purchaser of property in the CFD is unaffiliated with the Account Party for any letter of
credit then held by the Fiscal Afentpeltaining to the propertt~ so purchased, and the conditions
- -
described in clause (a) of the second senterice of this Section 05 are satisfied, the letter of credit
so held by the Fiscal AAgent shall he subject to reduction so that the renaauring amount available
to be drawn on such letter of credit is as required by clause - (viii) of the definitions of Letter of
Credit" in Section 1.01 with the parcels so purchased not to be considered as parcels to which
such Letter of Credit pertains.
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 ass aw~ 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 of the Authority to the effect that (1)(a) the then aggregate Parcel Value of the parcels
in a planning area of the CFD identified by an Account Party and described in such written
direction (the "Identified Parcels"), to which the Letter of Credit pertains, is at least three times
the Parcel Liens, and (1)(b) the Conditions (as defined in the first paragraph of this Section 3.05)
to the issuance of building permits for all of the Identified Parcels have been satisfied; or (11) if
the Identified Parcels 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 of the Authority by or on behalf of an Account Party that
are conducted by an appraiser and in a form acceptable to the Treasurer of the Authorityto
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 of the
Authority,, as to a Letter of Credit, the Fiscal Agent Agreement dnegs 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 anv 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
-15-
I Deleted will agree
Deleted. will direct
parcels) specified in the written direction of the 'T'reasurer of the Authority described above
(however, in any event, the Letter of Credit shall be released if the conditions referenced in
clause (II) of the first sentence of this paragraph have been satisfied).
66
'141
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.
Section 3.05.Procedure for Disbursement of Funds in Satisfaction of Payment
Requests iaroia h R -Artd Future Payment Requests. Fhr Authority will withdraw aniounts
from the Improvement 1,11nd to pay Payment Request Nos. 2 through S heretofore submitted I'V
the hevclcsper (tIi "Pending t'ay meat Requests'), or anv future Pu.\;rent Request submitted by
the Developer, subjer.t to the provisions of 4ection 3,02, and the conditions Precedent and in the
amounts described in `auction 3.02 and below: - - -
(i) Amtrust Bank fformerly known as Ohio Savings' Bank) has ex -sly
-Pre
ed in writingthis Acquisiticin Agrre.ement, int ludiii but not limited to the
...a -c }r,:- Q-4:.... 'ar -A '1 4......} rx.,..r, r..,., ---A }i-.- 4.. }e., 4i...4
in the Assignment and Agreement (Roripaugh Stanch) dated as of April 20, 2006
A. Conditions to 1>isbun;t nlent for any €'aynrent I:e que'st. The Authoritt small
not be oblrg fired to,
and ti,, ill not, disburse any funds in the Improvement fund to satish
any of thr Pending Payrnelit IZc'qucsts or any other additional Patinent Pe.cluest
subniittcd 1 the Dc vale, per until each of the Eriflosn in condrrions have been satisfied,
as determined bti the Citv Manager foLlowing,c onsultatron with the. City Attorney:
of
(n) the Developer has tiled alt documents required of it under the
per Continuing Disc losul'e Afire e nient dated as of Match 1, 2006,
bewo-en tht, Developer, the E~is<al Agent and the Dissemination Agent named
therein; and
(iii) the Developer has paid all special taxes levied by the. CFD on
Der eloper in the CFD:
B. 14
taxes levied by they C'I'D on nroverty owned
of Funds in Pavnient of Pavnient Request No. 2. Upon
Request No. 2, 8,400,471.00, with said amount (together with the S6 (82.183, l7
sit se rib, el in c of Iron 3.W; D. to be disbursed in the follow its atnnuntS, and they
foflrtit irr,~, c,rdt: r c ~ io~it~-;
-I6-
-aM
OFF
(i) to the parties, iii the. amounts and in accord ano, ti it h the orders of the,
Carurt set forth in the Attachment Orders referenced in kxhiliit t' hereto or served
on the City prior to the tender of a payment, as determined by the City Manager
capon consultati< a v, ith the Citj Attorne t_;
(ir) to the parties and in the amounts necessary` to disc;hargc the lien,,
described in Fxhibit F thereto, as determined by the City Manager upon
c911sultation with the. Director of Public IVcwks and the City %ttornev (the City to
provide written notice to tho Developer of any amount to be paid pursuant to
this clause fii). that is not already- listed in Exhibit l prior to naakinp any such
pay inenf not listed in Fxhrbit Fj,,
(iii) to aray other party- that has filed a claim upon the City°, the Authority
or the CID for work performed on orabout the property located in the CFD, to
the extent such claim is valid and unsatisfied, as determined by the City
written notice to the Developer of anv such c:lairn
provisions of this clause (iii)), or, alternatively, in the discretion of the City
_
Manager following consultation with the Director of Public Works and the City
Attorney, any or all of such amounts may be paid (x) to Arntrust Bank to the
extent it establishes that it has paid such claims and..
they have been rcleasc~d, or
(y) to a Court estahhshed esc rvw under _arr inu,rple id. r action filed in th.
SupeilorCourt toresolve such clainis;
(iv) to the law- firm of Richards Watson 8t Gershon as required by Section
8.02B. below; and
(y) to Arntrust Bank, Las :required by the Assiy tment Agreement
described in Section. 3.05A. above.
The Authority agrees, upon submission ll< A intrust Bank of a written request to the
- -
Authority, to remit any ,payment others, vise to be made to Arntrust Bank under clauses
(iii)(x) err abov c to_a snlglepariv identified hr Amtrust Bank in such written request.
C. plic_ation of Funds in Payment of Pay naent Request No. 8. Upon
satisfaction of the conditions set forth in Section 3.05A., and Vrovision by the Developer
of evidence satisfactory to the Director of public ,forks in his sole discretion to the effect
_ ----_----_I
that any and all promises nnade by the Developer, or any Affiliate of the Developer, or
ant representative: or agent of the Developer or any such Affiliate to anti owner of anv
interest in am of the parcels of land for which payment is to be made pursuaeit to
Pavrnent Request No. 8 have been fully and coiiapletely perforrneg and satisfied, the
.Authority will cause to be dishursed from the Improvement Fund, in full and coil. Mete
satisfaction of Payment Request No. 8~, `1,22,323.%, with said amount to be disbursed
in the arnounts and the order of priority described in clauses (i) through (v) of `Section
3.051',. above.
-17-
*47
a
1). Application of Funds in Pavrnen€ of Parent I:~rquest Nos 3 l hrough 7.
e - _
Upon satisfaction of the conditions set forth in 1,ection 3.05A., the Authority will cause.
Lo bra disbursed from the Improvement Fund, in satisfaction of Pavinent h'e€luFst Nos. 3
throw rh 7, SO,682,483.17, 4ti ith said amount to be disbr}rsed ill OW aImountls and the order
of priority described in clauses (i) through (rr) of c~c tum C}'li rI o) L:.
Upon satrsf action of tilt conditions set forth in Section 3.05A., and to the extent
that the Director of Public Works determines that the Discrete Components for which
payment was requested in Payment Request Nos. 3 through 7 are in an acceptable
Condition jinc'Iuding any nes(essary remedial ur,~djng) and that th,- C ttN will obtain the
Value of the. work performed the Authority will cause to be do hur:scd from the
amounts and the order of
P. Application of Funds in Pa}'anent of Future _Pat°mecat Rc,gLwsts. Upon
satisfaction of the conditions set forth in Section 3.05ft., anc• Pavrne nt. 'iZhClue,st (other
than a Prior Payment Request, cchich is suhjeit to applicable provismns of
pamgymphs 305A. through 3.05D. above) shall be processed in actordame with the
provisions of article V of this Acquisition A reernent, and will he suble .t to all ether
applicable provisions of this Acquisition 0 1eement.
-L8-
ARTICLE IV
a
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.
Deleted:
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, 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., Deleted:
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:
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
-19-
;Deleted:
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
F
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.,
r
%Ai
B. Bidding_ P~qcedures. 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.,
Deleted:
Deleted: --I
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. 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, 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.
C ~~c heduli The Developer shall develop or cause to be developed_and
shall maintain or cause to be maintained a schedtdo, tisni„ the critical path method, for
the construction of the Facilities to be acquired hr reu«cler. I he Developer shall provide
the Director of Pubhi 'Norks with complete copies of tik, schedule and each update to
the schedule for the Director's review.
-20-
Deleted: It 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.
Deleted: , subject to the
provisions of Section 4.03 C.
below
Deleted: Develaver's Election
to Perform Work.
Notwithstanding the provisions
of Section 4.03 B. above, and in
j accordance with Section 53329.5
} of the Act, if at the time bids
""'asV
D Periodic yleetings. Froiil time to time to Bpi cted to be at least ttcrv two
-
-
VVO-eks) at the request of the Director of Public Works, representatives of the Dt'veloper
Deleted: received for any
particular Facility or Discrete
shall inee4t and (onfer with Cit)staff, consultants and conh,actors regarding anatters,
Component the Developer owns,
arising hereunder vvith respect to the Facilities, Discrete Components and the progress
three-fourths of the area of lands
in c 'nstruc ting and adc~ulrin the samd and is to drn other matter related to the
in the CFD taxed or liable to be
lacilitios or this ACQUisition-Agreement the Developer ,hall advise the Director of
- - - - - - - - -
tared forpurl70Se50ffheCC17D,
the Developer or a designated
I hh( I orks in advance- of anv coordination and sche dulim, meetings to he lield with
agent thereof (who shall provide
Contractors relating to the Facilities, in the Urdinai'a course of pet fortnanCe of an
-
[ the Director of Public Works svith
individual contract. The Director of Public lVorks or tlhe Director of Public` Work's
a written declaration under
designated representative shall hale the light to be present at such meetings and to
-
r penalty of pe> ury in form
i acceptable to the Director of
meet anal confer with individual Conh,wlors if deemed advisable b[ the Director of
!Public Works to the effect that the
1'labile Works to resolve disptate4 dri 7r t nst rC the pioper c omple,tion of the Facilities.
Developer so owns such }and
and, if applicable, that such other
"Section 4.04. Independent Contractor; No Joint Venture. in pe rforinirw this
entity is such an agent), the
Acquisition Agreement, the Developer is an independent contractor and not the agent or
- -
Developer or its designated agent
i may, within 10 days after the
e irnplo%.-ee of the Authorit the City or the CFD. ..lone of the Authority, the City or the CFD
~ publication of the notice of the
shall be responsible for making any payments directly or otherwise to any contractor,
E award of the contract, elect ( ~5l
subcontractor, agent, consultant, employee or supplier of the Developer.
Deleted: bid of the bidder to
whom the contract was awarded.
The Developer herebie acknowledges and agrees that the Citr the Authority and the
I and all work done under the
f l'D, on the one hand, and the Develolper, on the other, are lot joint venturers or Partners in
i contract shall be subject to all
_
the
construction, _ ,icclciisition, and/or installation of the Facilities or the Discrete Components,
provisions of this Acquisition
A
reement oth
th
th
and nothinc; in U his Acquisition Agree. lent shall be construed. as inir4ving any sort of joint
g
er
an
e f61
~ eilture or partnership relationship between the Ctty author ltti and/or the CFD and the
z
Deleted- any election under
_
~
Developer or any other enlityv involved in the construction, acquisition and/or installation of
the preceding sentence, and shall
l promptly provide written notice
any of She Facilities of 3iscreteTC--poneitts,-
to the bidder to whom the
,5ection 4.05. Performance and Payment Bonds. '1 ht Dev doper agrees to Comply with t ,
contract was awarded of its
all applicable performance and phyment bonding requirements of the Authority (and other
I election to perform
applicable public entities and/or ..public utilities). with re:`spect_ to the Can St'ru Ct.iot'i of the,
~ Deleted. work, and that the
.Facilities listed. in Exhibit B hereto. Although. not odle:rwtse required under applicable law,
services
performance and. p8f'i nt. bonds, in a form, acceptable to the Director of Public V of ks which
,
;Deleted: such winning bidder
narne the Authority and the City as ol
.frees, shall be required of the Developer for
aliv specific
will no longer be required. The
_
_
Facility of Discrete Component not completed as of the effective date of this Acquisition.
Developer (and its agents) may
Agreement, at the time the Developer initiates construction activities related thereto.
only avail itself
Deleted: the foregoing
- _ -
Section 4.06. Contracts and Change Orders. The Developer shall be responsible for `
provisions of this Section 4.03 C.
if the bid documents for the
entering into all contracts and any supplemental agreements (commonly referred to as "change
respective Facility or
orders") required for the construction of the Facilities listed in Exhibit B hereto, as amended
F
~
Deleted Component
from time to time, and all such contracts and supplemental agreements shall be submitted to
expressly disclosed its right to do
the Director of Public Works. Prior approval of supplemental agreements by the Director of
so, as required by the second
Public Works shall only be required for such change orders which in any way materially alter
paragraph of Section 4A3 B.
the quality or character of the subject Facilities, or which involve an amount greater than
: above.
$5,000.00. The Authority expects that such contracts and supplemental agreements needing
Deleted: T
prior approval by the Director of Public Works will be approved or denied (any such denial to
rDeletes: If the Developer
be in writing, stating the reasons for denial and the actions, if any, that can be taken to obtain
elects not to perform the work
'
later approval) within ten (10) business days of receipt by the Director of Public Works thereof.
and not to enter into a written
Any approval by the Director of Pubhc Works of a supplemental agreement shall in no way
contract for that work within 10
affect the Budgeted Costs listed in Exhibit B for any related Facility or Discrete Component but
' days of publication of the notice
of the award of the contracC7~
-
21-AS
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
O Component as provided in Section 5.06A. hereof.
Section 407. Time for Completion. The Developer,~vilj use reaspiwatwlE cfiligk n~e to
.
Complete thr Ph ws ' 1 F'Ic iliuos that !wave not been completod as of tlwc d at . of this Acquisition
Agreement,
~Qj
5`
Q
-22-
Deleted: agrees
Deleted: 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 T Facilities
under this Acquisition
Agreement within thirty-six (36)
calendar months from the date of
the closing of the Series 2006-A
Bonds
x
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 Cite 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 Cast of the related Facility. Deleted:
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 hnprovetnent Fund
to pay tyre 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
-23-
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 requestpithin 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 any one 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 shalt 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 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 Public Works and, if appropriate,
submitted in the manner set forth in Sections 5.03, 5.04 and 5.05, and (ii) the payment for any
Payment Requests approved in the preceding marcher 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
-24-
_
Deleted. f
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
"-A w
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 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 ut the Fiscal Agent
Agreement for excess monies in the Improvement Fund., Deleted:
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
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 detennines
that the provisions of Section 8.01G. hereof were violated in connection with the work
-25-
related to such Discrete Component and such violation has not been remedied to the
satisfaction of the City Attornev.
B. joint or Third Party Payments. The Authoritv 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 arty 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.
the foregoing, in the event that the City, the CFD and/or the
by any ec:ntractor, subcontractor, supplier or other entity; that has or allegedly has,
-111 1 -
provided any labor or materials for any Facility or Discrete Component for which the
Developer has submitted a payneent request, unless and until the Developer provides an
unqualified lien release from each such entity in a form acceptable to the City Attorney,
the Authority, at its sole and exclusive option, nta either (i) recFuare the filing of an
interpie,eder or similar action in Superior Court with rFspei-t to payments for such
_ _
Facilitv or Discrete Component and make payment to an escrow subject to approval of
disbursement by the Court; or (ii) make payments directly- to the entity or entities that
have filed liens or as otherwise demonstrated to the reasonable satisfaction of the City
Attorne<< that they are owed amounts to respect of the resixctive_lacility or District
Copmonc nts, up to the amount of such lien or amount owed.
7 ire provisions of this Section 3.06C. shall prevail over am, assiminient, or
purported assignment, by the Dc velope r of its rights to payment under this Acquisition
Agreement or under the Prior Acquisikon Agreement, including any assigpnront to any
lending institution, other than rth respec t to the payments described in Beefier 3.02B.
be- -
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 (i)
constituting land oi- an interest in land, or (ii) constructed on land not previously
dedicated or otherwise conveyed to the City, until Acceptable Title to such land is
conveyed to the Cihl or other public entity that will own the respective Facility, as
described in Article VI hereof.
-26-
Ts
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 (e) the CitY Impro ement.s, and (ii) items identified as
Priority A in Exhibit D, in each casts 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
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 govenlmental 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
matenalmans 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.
-27-
y
.21
D. Retention. The Authority shall withhold in the Improvement Fund. (ikt.he
nrou}nt c': t i,tl fined by the Director of Public t%orks as ne(essarr to coomPlete any- C.itV
l ~icryEts~s ntsL_r~ Lich arrjqunt-as of the drtt 01 cXecution of this _ couisition
rc e t e nt 3,5. x5 shown in l xhibit F hereto, but rnay_ be adiustecl from time to time by
the 1 )irettus of Public V+Iori s upon written notice to the Developer to the effect that the
costs of theme City Improvements have increased or decreased is a.p plie rhle front what
hid-tart u,eislti' t3e.cn estimated by the Director of Public Works. and the amount of anv
such inc-rease_o decrease: or additional Facilities or Discrete Components have become
City Imprcvenients as described in Section 303)anst_the estimated costs of am such.
adcfitignp) Cite Improvenents- and iii an amount equal to ten percent (10%) of the
Purchase Price of each Facility or Discrete Component (not constituting Cit-v
hnprovements) to be paid hereunder, that is not the stihJrc. t of a I'end_inf,, Payment ; Heist®fl. .
preceding c`hrcise (r,) shah he required for Facilities or Discrete Components described in
the Pendinf, Payment Recluests.
Any such retention described in clause (i) of the preceding sentence with respect.
to a specific: City Improvement will be released, and the amount released will be
available to make pav ments for Facilities and Discre te Components under this
:Vgrisition Agreement, urn a determination ht the Director of Public Works that all
costs related to the respective City Imprommmnt have been paid in full, with the
amount so released to be the amount oC the rihhh( able retention less all costs related to
the respective City Improvements, Any_sud, retention desi gibed in clause (ii) of the
first sentence of this Section 5.06D 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
Deleted:
any such retention described in clause ri of the fir st sentence of this Section 5.06D 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. i\lso,, no
Deleted. Payment of any
retention described in clause GO of the first sentence of this Section 5.06D shall apply if
retention shall also be contingent
the Developer proves to the Director of Public Work's satisfaction that the Developer's
upon the availability of monies in
contracts for the Facilities (or Discrete Components) provide for the same ten pe=rcent
the Improvement Fund therefor.
No retention
(10% .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.
Payneent or release of any retention described in this Section 5.06D, in any event,
shall also be contingent upon the availability of monies in the Improvement Fund
therefor. _
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. Rght-of-Wav. 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
-28-
to the Director of Public Works, or upon such other basis as the Director of Public Works
shall, io leas so[e ~tnd ahsolut(' discretion, determine is appropriate in the circumstances.
£ Deductions From Patifnents there shall b deducted from an pavinent
o0ih vi,,c clue to the Developer hereunder any ainount oekmg to Itic bards Watson
R
i Gershon in accordance with the provisions of Section 8,02B.
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.
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
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
-29-
Deleted: -
Deleted.
Deleted:
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.
l -
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,av;jlhdraw or cause to be~w €t1ldr~rw n amounts from "
the Improvement Fund for pay"nrent to the City as necessary to pay costs of the CityK the
Authority or the CH) (i) for any City lnilwovement consistent with the provisions of Sections
3.02 and 3.03, (ii) in the event that the construction of the Facilities is substantially delayed, (iV)
in the event that the plans for or any other aspect of such construction are substantially altered
without the consent of the City, or Qv) 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, in the case of the preceding clauses (ii), (iii) and (iv),
were not funded at the time of issuance of )the Bonds from the proceeds of ~hc 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 for a purpose described in any of clauses ii), (iii qr (iv) of the piecedii1g "
sc ntence and the purpose(s) thereof to the Developer, prior to implementing a _transfer from the
Iniprovernent Fund to the Public l,Vorks Adi-ministration. Account for such a purpose. The
Developer acknowledges that any transfer described in the f irst sentence of this 5cx tion 5.11
will reduce the amount available to pay the Purchase Prices of the Facilities and Discrete
Components thereof hereunder.
Notwithstanding the foregoing, subject to the provisions of Section 4.02 of the Fiscal
Agent Agreement as originally executed or as it may- thereafter be amended in accordance with
its terms, amounts maybe withdrawn from the Improvement Fund, at the written direction of
an Authorized Officer (as defined in the Fiscal Agent Agreemen4n the amount of airy special
taxes levied by the CFD which are delinquent, prior to any draw on any Letter of Credit in
respect of such delinquency (as described in the second paragraph of Section 3 , and prior-to..
any draw on amounts in the Reserve Fund (as defined in the Fiscal Agent Agreement), and any
amount so withdrawn from the Improvement Fund shall be deposited to the Bond Fund
established under the Fiscal Agent Agreement and used to pay debt service on the)'3ond~, The
Authority shall provide written notice to the Developer of any withdrawal from the
Improvement Fund for the purpose described in the preceding sentence. Any use of funds in
use of such fund;
The Developer acknowledges that any transfer of funds from the Improvement Fund described
in this paragraph will reduce the amount available to pay the Purchase Prices of the Facilities
and Discrete Components thereof hereunder.
-30-
Deleted: transfer
Deleted. transferred
Deleted:
Deleted.
Deleted: iii
Deleted: any series of T
Deleted: such
Deleted: second preceding
Deleted: not ~P
Deleted: until the
requirements of clauses (i) and
(ii) of Section 5.12 have been
satisfied, except (i)
Deleted: 05
Deleted: Series 2006-A
Deleted: ; (ii) to pay the
purchase price of any Series
2006-A Bonds in connection with
any Remarketing or Buyback;
and (iii) to pay any costs incurred
by the Authority or the City in
connection with any
Deleted: clause (i). The
Authority agrees to provide
written notice to the Developer of
its intent to so withdraw funds
from the Improvement Fund for
the purposes described in the
preceding clauses fii)
Deleted: and (iii) not less than
five days in advance of a
withdrawal for any such
purposes, and will reduce the
amount of the withdrawal by the
amount of any funds
unconditionally advanced by the
Developer to the Authority for
such purposes during such five
day period. Any use of funds in
the Improvement Fund for
purposes described in clauses (i),
(ii) and (iii) of the first sentence of
this paragraph shall be on a basis
senior to any use of such funds
for the purposes described in
clauses (viii) and (ix) of the
second traragrauh
Deleted: 03
5c_._- ction 5.12. Additional H slt c=ions on Disbursements_ From fmproyelnent Fund.
r- _
. Deleted:
Not-withstandino anv other provi--ion of this Acquisition Agreen llt to the contran', the
Authority shalt have no obligation it'hatsoeve r to use atnourlts in. tho i7T provernent Fund LO
_
'
; Deleted: The Authority, in its
sole and absolute discretion
may
honor Payrnent Requests kin'til the conditions hreL(fde It described in
egion 305,A_ have been '
-
'
,
~ '
effect a Remarketing on such
satisfied.
I fte 11tovis-sons of_this 4c'c non 1.12 shall in no ~v f €€nit atty_ cvithd€ awals tt oin thi'
terms and conditions as it may
lntptt)b`E inE nt 1, and for the' purposes cfe Se ribed in `_x-,coons 5. 11, 6r to pat costs related to end'
determine, and may use amounts
C its! hnprc€cente €tt tas described in Sections 3.02 and 3 03)„
in the Improvement Fund to pay
costs related thereto (as described
in clauses (ii) and (iii) of the first
i sentence of the preceding
paragraph), in the event that (i)
the Authority provides written
notice to the Developer of its
intent to effect Remarketing and,
within 30 days after receipt of
such notice the Developer fails to
provide (A) an irrevocable letter f
of credit from a financial
institution acceptable to the
Authority in an amount equal to
the then outstanding principal
amount of the Series 2006-A
Bonds and six months accrued
I interest thereon, less any amount
then on deposit in the
Improvement Fund, (or such
lesser amount as the Authority,
i in its discretion, determines to be i
necessary to complete a
Buyback), which letter of credit
i allows for draws as necessary to i
complete a Buyback-, or (B) in the
discretion of the Authority an
f irrevocable commitment from a
E financial institution acceptable to
the Authority in form and
substance acceptable to the
Authority, to provide a lett~r Ri
1 Deleted: the second sentence
of the preceding paragraph in the
circumstances described in the
preceding sentence, prior to a
withdrawal of amounts in the
Improvement Fund under the
provisions of this paragraph.
the Developer acknowledges
that any transfer of funds from
j the Improvement Fund described
in thi paragraph will reduce the
j amount available to pay the
Purchase Prices of the Facilities
and Discrete Components thereof
hereunder.T
i
Section 5.12. Additional
Restrictions on Disbursements 1
From Improvement Fund. f91~
-31-
y
W
ARTICLE VI
OWNERSHIP AND TRANSFER OF FACILITIES
_w
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 beiuhg 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 Council or 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, with respect to Facilities to be acquired by the ( Deleted: a preliminary title
City and not previously dedicated or otherwise conveyed to the City; a prelimtYUhrstitle. (report for land
report for land for review and approval at least fifteen (15) calendar days prior to the transfer of Deleted: _
Acceptable Title to a Facility to the Cit3',and (ii) a written certification to the effect that the
L?evctoper is not aware of and phonnises or other arrangements with or for the benefit of the
9y n€ r or any _+1eFyiq s owner of the respective land to be cone eh ed and there are no known.
impediments to the conveyance of such land 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 convey or 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
-32-
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
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.
-33-
ARTICLE V11
x
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 011185 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:VII.
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 severabihty clause. Coverage shall
contain no limitation endorsements and there shall be no endorsement or modification limiting
-34-
I
the scope of coverage for liability arising from pollution, explosion, collapse, underground
property damage or employment related practices.
art Any 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 7.02 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 far termination of this
Acquisition Agreement and will cause a halt to payment for any work on the Facilities until the
insurance is reestablished.
-35-
01
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.
V6 MR; , I
v
t (b) Workers' Compensation and Employer's Liability: The Developer and all Deleted:
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 1 Deleted:
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,
-36-
b.
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 even 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.
-37-
ARTICLE V111
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 8.02. 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 carry on its business as now being conducted and as now contemplated.
S. Authori . 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 The Developer needed the
consent of Anitrust Bank and consent from no other; person of entity, before executing
this Acquisition_ greennc Flt and the Dever>_per has obtained such requiredconsent.
C. Binding Obliiyation. 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 corrunit,
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
`..5. _
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. Prevailu2&Wad. 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
-38-
F 3
w,
Section 5.01G. with respect to any Facilities or Discrete Components thereof to be
funded under this Acquisition Agreement.
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.
1. 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. Continuitnz Disclosure. The Developer agrees to comply with all of its
obligations ~ risirur front and after the execution of this Acquisition Agreement under
the. Continuiniz Disclosure Aft rcvnient executed by it (and referenced in Section
connection with the offering and sale of any
L. 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 witlhin 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
-39-
Deleted! any continuing
disclosure agreement
~h,
boundaries of the City, to have the installing contractor obtain a sub-permit from the
California Board of Equalization under the Bradley-Burns Uniform Local Sales and Use
Tax law for the job site on which the work is to be performed.
15
Section 8.02. Indemnification and Hold Harmless. A. In. Gz nt~ra1, 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 (i) the breach of any provision of this
Acquisition Agreement by the Developer~_ii the Developer's or any other entity's negligent Deleted. ,
design, engineering and/or construction of any of the Facilities acquired from the Developer
hereunder (iii) the Developer's non-payment under contracts between the Developer and its Deleted: ,
consultants, engineer's, advisors, contractors, subcontractors and suppliers in the provision of
the Facilities, in(4udirlg but not limited to am claim, lien or action arly siu h entity against
the City, the Authority or the CFD for money or darna.-.s (it iv) 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.
The Developer shall assume the defense of (with counsel satisfactory to the Authority),
indemnify and save harmless the Authority, the City and the CFD, members of the governing
board of the Authority and of the City Council of the City, their officers, officials, employees
z and agents and each of them, from and against all actions, damages, claims, losses or expense
3 of every type and description to which they may be subjected or put, by reason of, or resulting
from, any alleged or actual material misstatements or omissions of facts necessary to make the
statements with respect to the development of the land in the CFD, the Developer or any
merchant builders developing land in the CFD not misleading under the circumstances made in
any disclosure materials published by the Peveloper in connection with the Bonds. Heisted Authority or the
Notwithstanding the foregoing, no indemnification is given hereunder for any action, damage, Deleted. any Remarketing or
claim., loss or expense directly attributable to the intentional misstatements of material facts or i Buyback
material omissions in any such disclosure materials with respect to the Authority or the City.
The Developer shall assume the defense of (with counsel satisfactory to the Authority),
indemnify and save harmless the Authority, the City and the CFD, 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 (a) any material misstatements or omissions of material facts necessary to make the
statements therein not misleading under the circumstances in which they were made in the
section of the Official Statement dated April 13, 2006 with respect to the J3onds entitled Deleted: Series 2006-A
"Property Ownership and Development;" (b) the omission from such Official Statement of the
-40-
OEM
matters set forth in the Authority's Release No. 1 dated June 1, 2006 or in its Release No. 2 with
respect to the fonds dated June 23, 2006; and (c) any action, losses or damages arising; out of or
resulting from any claim, lawsuit or action by Ohio Savings Bank or any m censor :hereto or
assigyne(c thereo€ in anv wav related to the development of the land in the CFD, the Fonds, the
Prior Acquisition lgree me nt Supplement No 1 or this Acquisition Agreeinen~ other than any
action, losses or damages directly attributable to the intentional acts or gross negligence of the
Authority, the CFD or the City, or their respective Boardmembers, Councilmembers, officers,
officials, or employees.
In the event that the Developer fails to discharge its obligations under any of the
-
fore&ain_g_zrovisions of this Section 8.02, the Authority shall he entitled, follm in&YLrior written
notice of such failure to the Developer, to draw upon funds in the Imjrj ov enivnt Fund as it
deem necess an f.ar talc- defense indemnity or hold harmless otherwise to be provided by the
Developer ILe,n,un.vlei.
B. Existing, Litigation. I he Developer has accepted the City's, the Authority's ;and the
Districts respective tenders of defense and irldenrnification for liabilities arising out Ia,v-suits
filed against thean prior to the execution of this Acquisition Agreement, including but not
limited to the following:
On September 18, 2007, R.J. Noble Co., filed an actimi in the Riverside Countv
Si rior Court, R'l. Noble t? 1slatY r , i 1J, C, e1c. al., be rrino case number R IC 480922;
On October 27, 2007, Riverside Construction filed an action in the Riverside
County `,up€Tior Court Riverside , Construction, Inc v A151z. r>at Lt ir1L-LC r lc, ak, be_aritat;
case number RIC 4179;
- - - - -
On November-21.,-.2007, 'Utah Pacific Construction Co., filed an action in the,
Riverside County Su error Con t ! Jldh Py,-ifie C'onsh,uction Co Ashby LISAI L LC etc.
a" bearua&case number RIC483802_
On April 22, 2008, Park West t.andsca e, 1:n filed an action in the Riverside
Countverior Court I'ar1, !,'Vest Construction, Inc, v. ,9s in UPS A LTC', e tc nt art
bearing case nunrber RIC 497856;
On August 13, 2008, Klaer Brittain, Inc:. filed an action in the Riverside County
Superior Court, entitled Kfrai~r Brithan Inc. v. City co 7c tl rca!a ch t '11 bearing case
number RIC 506084; and
On October 7, 2008, Pacific Uti.lih, Installation, Inc. filed an action in the
Riverside County 7aa >ntrtlcd PO ific Hit,'1:,r Ire htli:atcoat, (rr y. Ci of
pE retie Court f,_.
Terrec.`ulat <tcl et al., bearinq,,_case, nuni[wr RIC. 510t)3() (collectivrely the "Contractor
Actions"). _
The Developer has agreed to the Cit}, s District's and Authoritv's appointment of the
lavt° €irni nt I~i~ 1~artls, l't <atson Gershon as independent counsel for their respective defense in
the C'ow ract~„' :O"holl_'.
-41-
' Deleted: Series 2006-A
Deleted: Series 2006-A Bonds,
Deleted: or any Reinarketing
or Buyback
" lb
$
a
The Dove lopor f urthc that Richards Watson ck Gershon's incurring of all
defense fee", and costs in the Conta.utor ALtions as of the elate of execution of this Ac~uisition
Agreement have been reasonablk- borne, As the Cite has paid for the defense of the Contractor
Actions against the C'iti~, District and they Authority, they Developer agrees that those attorney's
and such
to Developer under this Acquisition
eats are less than the full amount of
or if there are no such
unreimbursed amount maN- be drawn f osn funds in the fill Irroveanent I und. [Richards INatson
a C lvrsholl hx, iei% i4,~d the Authority that, as of March 25, 20N, it had incurred defense fees
-
1 14~
-42-
AZAR
ARTICLE IX
F. TERMINATION
,S4e€tion_9.01. Termination of Funding Obligations Unless otherwise. ct mid to in
vvriting by the parties hereto, the provisions of ;Articles tV and l% of this Acquisition Avreetment
shall tertminato on Deccinber 7, 2013; and, from and after such date, the ;1uEhority shall have no
feather obligation to pay the l'uichase r'rice of any facilities or Discrete ComLionents thereof.
hereunder.
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 s a-jend payments to the Developer hereunder nas
pao ided in the second succeeding paraj,,raph, or-terminate this Acquisition Agreements - is
described in the succeeding paragraph, in each case 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
not described in clause. -1 of the first paragraph of Exhibit b hereto to be made against the
property it owns within the CFD unless, in anv of such cases, such circumstance shall
have been terminated or released within thirty (30) days thereafter.
Deleted: 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 mill and void
and of no further effect.4;
I. Deleted: ,
(c),rollowing the completion of the construction of the City Improvements
identified in hxhibit F hereto and any additional City Improvements identified in any
notice by the Citv to the Authority and the Developer described in Section 3.03A., the
Developer shall fail, fora period of ne hundred twenty _ 120 consecutive da_s, to
undertake substantial work related to the construction of the Facilities listed in Exhibit B
that have not theretofore been completed, other than for a reason specified in Section
9.04 hereof,
(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.
-43-
Deleted. The Developer shall
abandon j
Deleted: Facilities listed in
I
Exhibit B. Failure j
Deleted: ninety (90
Deleted: , shall constitute a~
noninclusive example of such j
j abandonment
~MAA
(f) The Developer shall have made any material misrepresentation or omission in
any written materials furnished in connection with the ~)evcloper Continuing
Disclosure Avree nient, dated as of March ~1, 2006, between the developer, [lie Fiscal
A yentand the Dissemination .,\venL narned tbeacin.
(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.
jf 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 provisions of this paragraph, if an event described in clause (a),
(R-00,
(b) or (i) of the preceding paragraph occurs, the Authority need not comply with any of the
foregoing provisions of this paragraph and may, in its sole and absolute discretion,
immediately terminate this Acquisition Agreement upon twenty (20) days prior written notice
to the Developer of such termination.
Notwithstanding the foregoing para1h, 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.
Nothing n-€ this Section 9.03 shall in any way prohibit the Authority, the Cihor the CFD
fro"tra drawing funds froru the littpi(weinent Fund fot anti- of the purposes described to Section
5.11 or in the lost porn-raph ol 1-e itc,n .t)~.
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
-44-
Deleted: any preliminary
official statement, official
statement or bond purchase
contract used in connection with
Deleted: sale
Deleted: Bonds, or in
connection with any
i Remarketing or any Buyback
Deleted: (i) The Authority
determines that it will be unable
to complete a Remarketing or a
Buyback on terms fully
acceptable to the Authority by
October t, 2007 or such later date
as is acceptable to the Authority
in its sole discretion.¶
T,
s
God, war, terrorist attacks, civil commotion, riots, strikes, picketing, or other labor disputes,
damage to work in progress by casualty, or by other cause bevond 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. The Developer hereby acknowledges and agrees
that any alleged or actual misstatements or omissions in the Official Statement for the fonds `Deleted: Remarketing,
dated April 13, 2006, or any other events occurring between the date of issuance of the j3onds 11 Buyback or
and March 6, 2007, do not constitute an event of the character described in the preceding Deleted: Series 2006-A
sentence that would allow for any delay in any specified time for performance of any obligation
1 Deleted: Series 2006-A
of the Developer under this Acquisition Agreement.
Section 9.05. Survival of Certain Provisions, The provisions of Sections 3.Q 7.02, 8.02 R Deleted: 05
and 10.01 of this Acquisition Agreement shall survive the termination of this Acquisition
Agreement, and the obligations of the Developer under said Sections shalt remain in effect
following any such termination. Deleted. and for so long as
i the Developer or any Affiliate
thereof owns any property in the
CFD
-45-
bd
j
ARTICLE X
(qpf of 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 snail,
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.
-46-
R
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 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 Developers 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
61,56,
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 CFD, 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 C1=D, th(I City, and the Developer. The City is an intended third
party beneficiary of this Agreement. No provision of this Acquisition Agreejn -,nt Shall in any
way be Construed to provide any right whatsoever to any contractor, subconh,ac t .
ar, Supplier or
-47-
(
other party inv-olvedin the acquisition, construction or inaintonance of anv of the Facilities or
Discrete Componentsthoretof, against the Authority, the City or the C-11), including but not
Iimited to anv right to pain nt or daTnage>s of anv° nature, in late or iii equitV,
Section 18.12. No Obligation to Restructure or Refund Bonds. 1'hF provisions of this
Acecuisition Agreement sho-1 in no way obligate the Authority to restTt€cture or refund the
Bonds, or to expend anv of its ovv n funds in connection s,vith the CFF)Notwithstoridmi7 the
- - - -
for-ecloing, the _-Nuthority may., in its sole and absolute discretion determine at anv time to issue
- -
bonds the net proceeds of v hieh are used to refund any outstanding Bonds (the term "refund"
as used in this sentence, and the term "refunding as used in the next sentence, ini ludes trny~
Purchase in lieu of redermition of anv Bonds). The Develoner shall have no rivht whatsoever to
Section 10.13. ZeFelse of Liak?ili ; Urnitation on Future Actions. The Developer fully-_
and complete]}" releases the Citv, the Authority and the CFD, and their respective
Boardinembers, Counc ilme,nflvfs, off€ce.rs, ~nrh(nr ees, attorneys and agents, from any liabilitt-
V~ hatsoey,er for an, grid ill ~iaions or inaction, known or unknown,-up to the date of execution
by the Developer of this Acquisition Agreement, relating to the Bonds, any breach or alleged
breach of an),- of the terms of the Fiscal Agent grce.m nt or the Prior Acquisition Agreement
(its originally exticuted ar~d as amt>nded and supplemented by Supplement No. 1), or anv other
aiatter related to the Bonds. Any action by the 1kyeloper or any of its successors or assic;ns
breach or default or alleged breach
Acquisition Apre.entent, Supplement No 1 the Original Agreement, the Fiscal agent
Agreement or the Bonds, shall be limited to an action for specific performanc,e,_declaratory
r
relief, writ of mandate, or similar remedies to compel. Authority, Ciq,, or CFI) s compliance with
such entity in respect thereof, and it) no event shall anv Board member, Councilmernber, officer
or ernPloye=.e of the Authorih,, the Cite or the CFD be personallyliablee with respect to any such
matters An.v such action shall be filed in the approtlij ate court within one_(j) year f ronr the
date of the action by the Authority, the Cih, or the CH) that is being challen od.
Deleted: Amendment. This
Acquisition Agreement maybe
amended, from time to time, by
written Supplement hereto and
executed by both the Authority
and the Developer.
Deleted: Counterparts. This
Acquisition Agreement may be
executed in counterparts, each of
which shall be deemed an
original.
Section 10.14. pConflicts With Irrevocable Instructions or As% g!jI Agreement. In Deleted: Governing Law ;
the event of any conflict bet, ven the provisions of Sections 3.82 or 185 of this Acquisition
Agreement and the provisions of the Irrevocable Instructions of the Dt v elo rer to the Citv and
11- A__tr._.._.-'a.._ Ax I...,_..,_,.2 A._..Lf _i I t.. tL- ._f _..7 ...C eI- T]___],., _ .f
the" AssTS~nTrr+
slTail p'O ail.
Section 1€1.15. Amendment. This Acquisition Agreement may be amended from time
to time, bye Written Supl)len wnt heie>to and executed by both the Authority and the Developer.
Section 10.16. Counterparis. 1-his ?cquisition Agreement inay be executed in
counterparts, each of tv hit h shall be de nwd ~nr original.
-48-
Ski
Section 10.17._ Governin&-ezw. 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.
s
Section 10.18. Effective Date. I his A(gLli ,ition ,~~rr eineart shall ketolne effectnvti. and
c oisftioii . b.rt )nnt and SEippleinF pit Vo 1 shall z ease_to be effective, on the cla
the Prior Aci
' .
on which tho Authorittiend the Developi=r have both execrated this Acyuisitioti Agee nient.
- I GO
-49-
a~ c
, crig
IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement as of
the day and year first-above written.
By:
"Clue forgoing Anj nd,, and Restated
Acquisition Agreement is hereby consented
to, incluctinR but not limited to the
__proti isions of Sections 102, 303 and 3.05 By
its execution below, Amtrust Bank hereby
agrees that, in the event of awn conflict
between the _pjCjNj,ions o 1:tlis Amended
and Restated Acquisition \gre( mcnt and
the provisions of the As4i r7ri~citt anal
Agreement, elated as of April 20, 2006,
between Ashby t-SA LLC and Ohio
Savings Bank, the provisions of this
Amended and Restated Acquisition
Agreement shall prevail.
ANITRUST BANK
Date of Execution:
-50
TEMECULA PUBLIC FINANCING
AUTHORITY, for and on behalf of the
TEMECULA PUBLIC FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 03-02 (RORIPAUGH RANCH),
Executive Director
ASHBY USA, LLC
By: Ashby Development Company, Inc., a
California corporation, Managing Member
By: - -
Justin K. Ashby, President
Deleted: and, to the extent
formed as contemplated by the
provisions hereof, the OVERLAY {
CFD
Deleted-
By: . USA Investment Partners,
LLC, a Nevada limited liability
company, ¶
its Member!E
By: USA Commercial Mortgage
Company, a Nevada corporation,]
Its non-Member Manager¶
Deleted:
i Deleted: By
Jo
200 sseah D. Iiln wski President( .01J1 009517
,AMENDED AND 13 5"IATEL3 ACQLIISITION AGIZFI:'d1EN
Deleted: OTHER
PROVISIONS OF
EXHIBIT A
SUPPLEMENT NO. I TO
ACQUISITION AGREEMENT:11
;r
DESCRIPTION OF FACILITIES ELIGIBLE FOR
Section 4. Nip Obli a . n to
ACQUISITION FROM THE DEVELOPER
Restructure. 13on is 1lie
provisions of this Supplement
No. 1 shall in no c%av obligate the
1. Murrieta Hot Springs Road
Authority to restructure the
Series 2006 A Bonds, or to
expend any of its own funds in
Murrieta Hot Springs Road (MHSR) from the Westerly Boundary Line of Tract 24661
- connection with the District.n
(existing end of pavement) to Butterfield Stage Road:
Section 5. Release of Liability,
Improvements include for full right-of-way with 2:1 slopes, paving, curb and
grading
I Limitation on Future Actions.
j "rhe Developer fully and
gutter, median curb, sidewalk, street lights, signing and striping, traffic signal(s)
completely releases the City, the
h
i
d
h
D
d
A
landscaping, irrigation, storm drain, concrete slope protection, sewer and water
or
ty an
t
istrict, an
ut
e
i
;their res
ective Boarctmembers
pipelines, and other appurtenant improvements necessary to complete MHSR.
p
,
Cauncilmembers, officers,
2. Butterfield State Road
employees and agents, from any
1 liability whatsoever for any and
all actions or inaction, known or
Butterfield Stage Road (BSR) from the Northerly tract boundary to Rancho California
unknown, up to the date of
Road:
execution by the Developer of
this Supplement No. 1, relating to
i the Series 2006-A Bonds, any
Improvements include grading full right-of-way with 2:1 slopes, paving, curb and
;breach or alleged breach of any
gutter, median curb, sidewalk, street lights, traffic signal(s), signing and striping,
of the terms of the Fiscal Agent
landscaping, irrigation, storm drain, concrete slope protection, bridges over Santa
I Agreement or the Original
Gertrudis Creek, and Long Valley Channel, sewer and water pipelines, and other
Agreement, or any other matter
appurtenant improvements necessary complete Butterfield Stage Road.
related to the Series 2t)o6 A
Bonds. Any action by the
Developer or any of its
3. Nicolas Road
successors or assigns arising
j from the obligations of the
3a Nicolas Road BSR to the Easterly Metropolitan Water District (MWD) R/W:
Authority, the City or the
District, or any actions or
inaction or anv breach or default
Improvements include grading right-of-way with 2:1 slopes, paving, asphalt berms,
b
d
t
id
lk
h
lt
th
lit
il f
t
t li
ht
l
d
i
or alleged breach or default, by
such entit
wa
3 an
in an
an
gu
ter, s
ewa
, asp
a
pa
, sp
ra
ence, s
ree
g
s,
an
scap
ng,
cur
y
y
y
y,
irrigation, storm drain, underground sewer and water pipelines, and other appurtenant
related to this Supplement No. 1,
improvements necessary to complete Nicolas Road.
the Original Agreement, the
Fiscal Agent Agreement, the
Series 2006-A Bonds, any
3b Nicolas Road from the Easterly MWD R/W to Liefer Road including construction of
Remarketing or any Buyback,
Calle Garisol realignment to Nicolas Road:
shall be limited to an action for
specific performance, declaratory
Improvements include grading partial right-of-way (40' travel way) with 2:1 slopes,
3 relief, writ of mandate, or similar
? remedies to compel Authority,
paving, asphalt berms, curb and gutter, sidewalk, asphalt path, utility relocations, traffic
City or District's compliance with
detour, split rail fence, street lights, signing and striping, landscaping, irrigation, sewer,
j the terms of this Memorandum
storm drain, bridge over Santa Gertrudis Creek (including channel lining and transition
and no monetary damages shall
structure to bridge), access road, exit structure and other appurtenant improvements
be incurred by any such entity in
necessary to complete Nicolas Road,
respect thereof; and in no event
;shall any Boardmember,
Couneilmember, officer or ml
Exhibit A
Page 1
b
3c Nicolas Road Sewer Pipeline from Liefer Road to Joseph Road:
"i Improvements include installing a 15" 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 Chapos
Calle Chapos 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 R/W 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 R/W:
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
~s2,
Environmental Mitigation
Mitigation for the Long Valley Channel and Santa Gertrudis Creek improvements
j .
a
101
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 'galley 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 GradinZ
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. RorjpauQh Valley Road~A Street I
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, stornt 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
E s~
AMENDED AND RESTATED ACQUISITION AGREEMENT
EXHIBIT B
DISCRETE COMPONENTS OF PHASE I FACILITIES AND
RELATED BUDGETED COSTS
Facility
Discrete
Segment
MLIRRIETA HOT SPRINGS ROAD
la_ Murrieta I4ot Springs Rd from W. Bndry
of Tr 29661 to N_ Bndry of Tr 29661
lb. Murrieta Hot Springs Rd from N. Bndry
of Tr 29661 to Westside of MWD ROW-
2,300'
lc. Murrieta I lot Springs Rd from Westside
of MW1) ROW to Butterfield Stage Rd-
1,500'
Rough Grading
%25,614
Deleted:
.40
Finish Grading
57,87(~
Water
$84,23$
Deleted:
.45
Streets
1281,
{ Deleted:
.33
K)4118-L2 Deleted:
494
!Deleted.
.45
'Deleted:
$611,854
Rough Grading
$602,129
Finish Grading
$83,817
Storm Drain
$284,593
Water
$323,772
Streets
49729
Deleted:
408
-
D leted:
Landscape/Irrigatio
n
Deleted:
$115,854
c
rill
Rough Grading
$396,050
-
- 1
Finish Grading
$64,973
Storm Drain
$423,636
Sewer
$23,810
Water
$209,522
Streets
% $058
Deleted:
931
r _
Deleted
$40149
187 01.9
Deleted:
Landscape/Irrigatio
TOTAL FOR MURRIETA HOT
SPRINGS ROAD ~4,~4G3,441
n
_
_
Deleted:
$2,089,197
i Deleted:
$5,014,444
I& 1b. and 1c__i4p. dLAJ1 of the _Q' wrete
Deleted: Page
Exhibit B
<~~.fe l
~~~i
BUTTERFIELD STAGE ROArY'
2a.
Butterfield Stage Rd from North R.O.W.
of Murrieta I lot Springs Rd to North
ROW of Nicolas Road-2,300`
Rough Grading
51,478,326
to Grading
$177,095
Deleted:
Finish
Water
$203,025
?b,
Butterfield Stage Rd from Nicolas Rd, to
Deleted:
Streets
550' South of Nicolas Rd-550'
Deleted:
$7,127,442
Rough Grading
$176,869
I .
axle Grading
521,744
[13-
Sewer
$68,737
Deleted:
-
Finish
Water
$134,109
a-
4 ~14
tnd ttitx. Gcrtru<Lis
C, 5
Deleted
Streets
(-Fos-sing),
$7,077,381
Deleted
$242,534
2c
Butterfield Stage Rd from 550'S/ of
1 Deleted:
Bridge(Sta. Gertrudis
Nicolas Rd to Sly Bndry Line-1,910`
Crossing)
Rough Grading
$950,554
Deleted
$6,675,0902
irte Grading
$88,019
Sewer
$176,054
~ I15
Water -
$155,728.
Deleted:
Finish
Bridge (Long Valley
%1,724,569
-
Crossing)
16
S,1094,924
l_
17
2d
€1
t
L t
0
T .
~
Deleted
Landscape/Imgatio
o 1230'N/of tmr a.Sere
i i
Way-
Tract 29513
to
n
2,1(t _A ltut C anniF)
~
a -
- 1
Deleted:
$130,371
Butterfield Stage Rd from~0 N! of I _a
$0
Deleted:
t
$4,551,255
Serena Way to,700'Sj ofj_,a_Serena Way-
Deleted:
_ -
2d -
ti
91MY
~Deleted_
S/Bndry
2f.
Butterfield Stage Rd from 700'S/ of
Deleted:
Tract 295 033
I
JaSerena to Chemin Chnet 1/_2 Width-
'
1230'N
2,620
Deleted:
/
Rough Grading
$777,529
Deleted:
La
Finish Grading
$129,000
Deleted:
2,110'(50% within
Storm Drain
$160,768
„County)
Streets
$1,822,880
Landscape/Irrigation
$0
D
1g
$3,051,999
eleted:
LaSerena
all of the t~iscrett Conxlx:nent Iinat~tt tear= ~ naisxtti'r 1 2c nd ?e c~thcr thin ~s s}}cry n abox~itas b a z~ .
subsnnlEd ints,>,,,C itv tntprovement SeQm nU, ?,5 , 2:., 2t_ 2d, and ?r ,f Deleted. Page
Exhibit B
rf~~_ 2
2g-
Butterfield Stage Rd from Chemin to
Rancho California Road from existing
paving to easterly ROW-2600'
Rough Grading
$167,221
Finish Grading
$37,234
Storm Drain
$0
Streets
$980,200
Landscape/Irrigation
$0
$1,184,655
TOTAL FOR BUTTERFIELD STAGE RD:
.fi1Fs269,4t15 _
t Deleted: $26,393,674
3
NICOLAS ROAD
3a.
Nicolas Road from Butterfield Stage Road
to MWD ROW-1200'
Rough Grading
$267,136
Finish Grading
$32,677
Storm Drain
$357,774
Sewer
$143,684
Water
$62,922
Streets
$570,691
Landscape/Irrigation
$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
Storm Drain
$67,505
Sewer
$502,112
Streets
$446,715
Landscape/Irrigation
$0
$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
Storm Drain
$0
Sewer
$14,788
Streets
$221,721
Bridge(Sta. Gertrudis
$2,854,797
Crossing)
Landscape/Irrigation
$0
$3,432,998
SUBTOTAL FOR NICOLAS ROAD (new):
fi 6tlQ,f7fi,..-_
. {Deleted: $6,052,953
Deleted: Page
Exhibit B
3c Nicolas Road Trunk Sewer from 190'1^/ of
Leifer Rd to Joseph Rd-2,'770'
Sewer
t Streets
3d Nicolas Road Co North General Kearney
Signalized Intersection
Signalization
1
5
6
3e Nicolas Road @ Winche-iter Road
Intersection Widening and Signal
Modification
$547,757
$0
5547,757
$219,896
$219,896
Intersection Mods $3,259,093
$_3,259,093
TOTAL NICOLAS ROAD: 510,62"1,4.54. Deleted: 079,699
CALLE CHAPOS-"
Calle Chapos from Butterfield Stage Rd to
Walcott Lane-500'
(Deleted: $23835
_ _ (Deleted: Rough Grad
r a 'LONG VALLEY CHANNEL_
Long Valley Channel from MWD ROW to
Easterly Project Boundary
SANTA GERTRUDIS CREEK CHANNEL
6a. Santa Gertrudis Creek from Habitat Area
to North Loop Road
f Deleted: $11,940
f Deleted. Finish Gradi
TOTAL FOR CALLE CHAPOS: SP Deleted: $98,428
Deleted Storm Drain
IIeleted: $117,359
Deleted: Streets
TOTAL FOR LONG VALLEY CHANNEL $7,685,939 ° Deleted( 251,562
Segment $1,736,244
Subtotal
6b. Santa Gertrudis Creek from North Loop
Road to MWD
Segment $1,406,978
Subtotal
Il ut tltt Ury rc tc C orn,;,l ~~tEnt h tic14ett n- Faulity_ No. 4 ha:; b(ct n substimeil into CCitN, 1"2r(v ment,15i t , T Deleted: Page ~i
Exhibit B
TOTAL FOR SANTA GERTRUDIS CREEK: $3,143,222
,9
12
13
FIRE STATION SITE GRADING
Fire Station Site Grading PA32
TOTAL FOR FIRE STATION GRADING: - _ - n
$144,63, j Deleted: .12 .12
RORIPAUGH VALLEY ROAD (A Street
Roripaugh Valley Road Grading and Street
Improvements from Mlurrieta Hot Springs
Rough Grading
$707,311
Road to Butterfield Stage Road
Finish Grading
$56,692
Storm Drain
$530,129
Sewer
$69,612
Water
$192,732
Streets
$460,665
Landscape/irrigation
$22,082
TOTAL FOR RORIPAUGH VALLEY ROAD (A STREET)
FIESTA RANCH ROAD (B Street)
Fiesta Ranch Road Grading and Street
Improvements from Roripaugh Valley
Road to Nicolas Road
$2,039,223
Rough Grading
$406,555
Finish Grading
$38,349
Storm Drain
$25,683
Sewer
$106,506
Water
$156,915
Streets
$326,280
Landscape/ Irrigation
$44,118
TOTAL FOR FIESTA RANCH ROAD (B STREET)
$1,104,406
OVERALL TOTAL: 1442,926,692. _ i Deleted: $55,862,312
Deleted:
Exhibit S
AMENDED AND. RESTATED ACQUISITION AGREEMENT
EXHIBIT C
GE
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 Amended and Restated Acquisition Agreement,
dated as ofr_Tl ~ ,f it 2009, between the Temecula Public Financing Authority (the 'Authority"), I neletea: March 1, 2006
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. There has been compliance with applicable laws relating to prevailing wages for
the work to construct the Facilities or Discrete Components thereof for which payment is
requested.
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
Exhibit C
Page 1
in accordance with the as-built drawings or plans and specifications, as applicable, referenced
in paragraph 2 above.
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 Deg=eloper 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 herebv 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:
Date:
Director of Public Works
Exhibit C
Page 2
AT'T'ACHMENT 1
EXHIBIT C
[list here all Facilities or Discrete Components thereof for which payment is requested, and attach
support documentation]
Exhibit C-1
Page 3
ATTACHMENT 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
2. Actual Cost (list here total of supporting invoices and/or other
documentation supporting determination of Actual Cost): $
3. Budgeted Cost: $
4. 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
j
A MENDEL) A"tiL)_i ESTA;TERACQUISITION AGREEMENT
EXHIBIT D
PRIORITY FOR FUNDING OF FACIL
ITIES",'
Priority A funded by proceeds ofAw J3onds, subject to the prir5rit;t <=t, it
ion 3 2 of thu
Amended and Rcstatecl
Deleted: first series of bonds
cduz,iiion AWcee,ment_
issued by
Priority B- Bond funding only available after all priority A facilities complete.
Deleted: CFD
Facility
Priority
No. Description
ABudget w
B - Budget _
"
1_ MURRIETA HOT SPRINGS ROAD A
a~ 4e3,941
$0
(Deleted: $5,0I9,944
2 BUTTERFIELD STAGE ROAD A
r l n,2r =t ti_5
$0
j Deleted: $26,393,679
3 NICOLAS ROAD B
$o
$10,f227,15
I
E Deleted: 079,699
4 CALLE CHAPOS
$0
l
-1 Deleted: B
eleted. 251,562
5 LONG VALLEY 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 COMMUNTFY SPORTS PARK B
$0
$5,645,611
9 FIRE STATION SITE GRADING A
$144,638
$0
10 NORTH LOOP ROAD B
So
$2,223,285
11 SOUTH LOOP ROAD B
$0
960,449
12 RORIPAUGH VALLEY 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
i
OV ERALL TOTAL $+54.303.396
$81...07145
525,147 789
I 20 l
Exhibit D
Page 1
ANNE DEf)A' I)RES'I S_l~EI7 ACQUISITt()' 1C;i{lI~.t _i
2M,;. EXHIBIT E
a g
LIT-` IMPIRC)0't.1II:NTS
e acilih'
I stimated Cost
so.
nt~iit t7escriltfiir~n
to! rompltte
t,
t4( !ttAiVI A kit)T SPRINGS ROAI)
Murrieta
la,
an5 Rd from W. Puilrv vf'I r 2~h6a_I:o_N.
l
~
S(, 3,f1Gi)
i
i
?
i
111.
ri to Ilia 5111 1114S Rd +it,nt N- I idr,~ at.I r ' 9bt~1..a;) lei St,iy_t~
l
.I',ti,Sf?t?
f
at
I) LZ-(,L~t1Cl'
f c. MUrrieta Hot S'il ltm Slat ttt}xr4 jti EbtSHIB of
iluttC rfil ld `ita e ltd-l 7t)ft'
I
BUFFERFIELD STAGE ROAD
a. Butterfield Stag Rd from North RC?W of Mun-iota HotSprin„s
~1~763;i0F)
l.d to ?fit}rth ROW of Nicolas Rani 2 3OCI
2h. Butterfield 5taf; ltd fr~in i~ rc E to Rd to s?{I 5,outh of Nicola'..
S1,696,370
_
Rd-550'
2c F3utterfiekt SEage Rd ffrcap »4Oyc of Nicolas Rd, to Sly,Bndr
_S;84
3E Q
I irse 1,9 1Q'
ct 24533 to 123YIN, of
e
d
o
2d, B
fr
tt
5
i,070
l I
l
tit) lh ting
urmty
than C
a
o)
.
2e, butte rfic ld Stake Rd-
fr__111 t 3C1'N I (if La Serena ,tL av to La
S31i)64.0 0
~
Scxena le 7,9:301
£ MLLE CHAK)S
Calle Chapos from Butterfield Stave Rd to ttialcott Lane-500'
?t Ei 50l}
lete the above-listed City lmprotrerttertts
total estimated cast to canmp
72,T~ 1 t 2(}
Exhibit E
Page 1
et
=4F
a
AMENDED AND RFSTATED ACQUISITION AGREEMENT
EXHIBIT 1
ATTACHMENT ORDERS AND PRIORITY LIEN CLAIMS
The follovvnly,_are the "Attachment Orders relerertced in Section 3.05 of the Amended
and Restated :lccluisition ;\hreemont:
( Park nest claim for $7-55,383,(,.)4 for work related to items not tonstituting
Facilities, and
2. anv other order of atta( hment of a court of relevant jUrisdiction served upon the
CitN, the ,Aathorit~7 or the CFD in anyway pertaining to work performed in, on
or about, or of benefit to, the ro ~ertg located within the CFD, in addition to the
for_e,oin
The follo>,ving are the "Priority Lien Claims" referenced m Section 3.05 of the Amended
and Restated Acquisition Agreement:
1. Rierside C~onstrvction $5,189,004.03`
for work and materials associated with the construction of the Butterfield `.stage
Road bridge crossings of `,anta tJectrudrs Creek & Long Valley Trash (l~acditirs
2b & 2i as described in Exhibit B);
2. RJ Noble. Constnu:tion $260,391.8,51
for work and materials associated with the construction of the street
improvements of "hrrrieta Hot Springs Road (Facilities la, It), R lc. as described
in FFxhibit B~;
3. Utah Pacific $335,849.15
for work and materials associated with the sewer and water imprOVemeILS for
Murrieta Hot Springs Road, Butterfield. Stye _1Z2id, Nicolas Road (Facilities
I a 'I b, Le .a, 2b, 2c, 3a, 31)1, 3b2, 3c);
4. KIP 38,852.80
for work and materials associated with the CAN,, maintained storm drain.
improvements for 1lurrieta I -Jot Springs Road,. Butterfield Stage Road tN,- Nicolas
Road (Facilities Ib, lc, 2a, 2b, 2c 3a, 31b1);
5. Conteclr $848,532.24
for furnishing materials associates{ with the construction of the Butterfield c
6. John Byerlt= ' 153,459.43
.
Deleted: D
ExMbit,F
Page 1
0 ~s "S
for furnishiiW €>cotechnicil materials testing associated with they vradinif for
Murrieta Ilot' prmEs Road, Butterfield Staae Road and Nicolas Road (Fatilitics
I a, III, E c, 21). 2b, 2c, & 1a);
7. [)avid Evans Associates 5260,045.87
for turnishi#w en&i1jeering design services associated v id the a_adiaag tar
Murrieta fl.ot Springs Road, Buttirf;eld `?tage Road and Nicolas Road (Facilities
to 1 h, 7 c 2a 2b, 2e , 2d, 2e 2f, 2g, & 3a);
8- VA Consulting $289,539.20
for furni,~hiniy engineerint, design and construction staking- servi es associated
as ath the grading for Murrieta I-lot Sdarirags Road Butterfield Stage Road and
Nicolas Road (FaiilitieS 1a ib, Ic 2a, 2b 2c, 2d 7c, 2f, 2p & 3a_
9. Anderson Drilling $106,87/0.55
for work and materials associated with the construction of Butterfield Stage.
Road bridge crossings of Santa tier trudis Creek & Lon, V allery° Wash
Facilities 2b k- 2cc, as described in Ethibit B ; and
10. anv other lien filed with the City, the Authority or the CFD by any entity for
0111-NI
foregoing.
in
* I'xeludes legal fe es.and interest, whictiRive a tit 3c„Construction is also claiming.
Exhibit,l
Page 2
Deleted: D
~ 040,
Page 5: _113 Deleted Carolya Aatoai o 4/2112009 11c1 AN
"Remarketing" means the repurchase of the Series 2006-A Bonds from the then owners
thereof, and the offer and sale of any Series 2006-A Bonds repurchased (or of a series of Bonds
the net proceeds of which would be used, along with amounts in the Improvement Fund if and
to the extent such net proceeds were insufficient, to refund any Series 2006-A Bonds
repurchased) to such owners or to such other persons and/or entities as the Authority shall
determine; provided that the annual debt service on the Series 2006-A Bonds following the
remarketing shall not be greater than the annual debt service on the Series 2006-A Bonds prior
to the remarketing (it being acknowledged that, should the yield on the Series 2006-A Bonds
need to be increased to complete the remarketing, either (i) the principal of the Series 2006-A
Bonds following the remarketing will be less than the principal amount of the Series 2006-A
Bonds prior to the remarketing or (ii) the remarketing proceeds will be less than the amount of
the repurchase price of the Series 2006-A Bonds and, in either case, the difference will be
funded with amounts in the Improvement Fund, as described in Section 5.11). A Remarketing
may involve all or a portion of the outstanding Series 2006-A Bonds, and may be done on the
basis of an optional tender of the Series 2006-A Bonds, all as determined by the Authority in its
discretion.
addition to Exhibit B of additional Facilities (and Budgeted Costs and Discrete
Components) to be financed with the proceeds of the Bonds deposited in the Improvement
Fund.
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.
The Developer hereby agrees to cooperate with the Authority in connection with any
Remarketing or Buyback as may be reasonably requested by the Authority, including but not
limited (i) providing such information as is requested by the Authority, or by any appraiser,
absorption consultant, bond underwriter or disclosure counsel, in order to prepare an
absorption analysis, an appraisal and a disclosure document with respect thereto, all in form
acceptable to the Authority; (ii) obtaining such information as is requested by the Authority, or
by any appraiser, absorption consultant, bond underwriter or disclosure counsel, from KB
Horne Coastal or other merchant builders of land in the CFD, in order to prepare an absorption
analysis, an appraisal and a disclosure document with respect thereto, all in form acceptable to
the Authority; (iii) providing such certifications and legal opinions as are reasonably requested
or otherwise customary in the marketing of tax-exempt land secured community facilities
district bonds with regard to the information described in the preceding clause (i); (iv) if
-1-
requested by the Authority, and even though it acknowledges that it is not a party to or an
intended third party beneficiary of, the Fiscal Agent Agreement, provide its consent to any
amendments to the Fiscal Agent Agreement determined by the Authority as necessary to
facilitate and complete a Remarketing or a Buyback; and (v) paying of the costs of the Authority
and the City, and their attorneys, financial advisors, and other consultants related to the
Remarketing or Buyback, as further provided in the Deposit Agreement between the Authority,
for itself and for the CFD, and the Developer, as executed by the Authority on March 6, 2007.
Developer acknowledges and agrees that a successful Remarketing or Buyback will require
significant information from the merchant builders of land in the CFD and their full
cooperation in providing such information. Notwithstanding the foregoing or any other
provision of this Acquisition Agreement, nothing in this Acquisition Agreement shall require
the Authority to undertake, assist in or complete any Remarketing or Buyback.
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
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. 2 (as to which it is
acknowledged that the Developer has expended at least $3,000,000.00 towards the construction
thereof as of the date of issuance of the 2006 Bonds), up to $2,923,025.60 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 (being an
-2-
amount equal to $1,000,000 plus $62,710) 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. Notwithstanding the foregoing provisions of this paragraph and of the
preceding paragraph, the Authority may use amounts on deposit in the Improvement Fund for
the purposes described in Section 5.11, on a basis senior to any use of such funds for the
purposes described in clauses (viii) and (ix) of the second sentence of this paragraph.
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
Section 3.04. [Intentionally Deleted.]
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
plarming 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 (or the confirming letter of credit, if
one is provided with a 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 (which may include a
confirming 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 (if a confirming letter of credit has been delivered together with a
Letter of Credit, the foregoing rating criteria shall be applied to the ratings of the institution
~l providing the confirming letter of credit). Amounts drawn on any Letter of Credit pursuant to
Elk,
-3-
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.
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 (11) 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, (a) 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, (b) in a planning area whose Parcel Value is more than
three times the Parcel Liens, and are not subject to Conditions which Conditions apply to all
lots to be developed in the planning area in which the parcels are located; (c) subject to a
a separate Letter of Credit, as described below; or (d) 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 (I) 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 (II) that will own land in a planning area and either (x) the then Parcel Value of such
land is less than three times the Parcel Liens for such land, or (y) there are Conditions
precedent to the issuance of building permits for all lots to be developed in such planning area;
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.
Notwithstanding any provision of this paragraph to the contrary, the word "Conditions" when
used in this paragraph means the conditions precedent to the issuance of building permits for
all lots to be developed in the applicable plaiu-ting area, as such conditions are set forth in the
Preannexation and Development Agreement, dated as of December 17, 2002, between the City
and the Developer, as in effect on the date of issuance of the Series 2006-A Bonds, whether or
not the City later determines to waive or defer some of such conditions as a precedent to
providing building permits, with the purpose and effect that a Letter of Credit will not be
-4-
subject to release by reason of the provisions of clause (b) of the second sentence of this
paragraph until the infrastructure improvements described in such Preannexation and
Development Agreement as conditions precedent for the release of the applicable building
permits have been completed. The Authority hereby acknowledges that the provisions of
clauses (a) and (c) of the second sentence of this paragraph allow that: (i) if a purchaser of
property in the CFD provides a letter of credit of the character described in the preceding
paragraph with respect to the property so purchased, any letter of credit then held by the Fiscal
Agent pertaining in whole or in part to the property so purchased shall be subject to reduction
by the amount available to be drawn on the letter of credit so provided by such purchaser; and
(ii) if a purchaser of property in the CFD is unaffiliated with the Account Party for any letter of
credit then held by the Fiscal Agent pertaining to the property so purchased, and the conditions
described in clause (a) of the second sentence of this Section 3.05 are satisfied, the letter of credit
so held by the Fiscal Agent shall be subject to reduction so that the remaining amount available
to be drawn on such letter of credit is as required by clause (viii) of the definitions of "Letter of
Credit" in Section 1.01 with the parcels so purchased not to be considered as parcels to which
such Letter of Credit pertains.
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
Page 21: [s] Deleted Carolyn antonio 4/21/2009 11:33:00 AK-
-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
page at t7elata cac~lyn` Antann , 4
f2oo9 13s'33s€}U°"
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.
Q-:
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r
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
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.
The Authority, in its sole and absolute discretion, may effect a Remarketing on such
terms and conditions as it may determine, and may use amounts in the Improvement Fund to
pay costs related thereto (as described in clauses (ii) and (iii) of the first sentence of the
preceding paragraph), in the event that (i) the Authority provides written notice to the
Developer of its intent to effect Remarketing and, within 30 days after receipt of such notice the
Developer fails to provide (A) an irrevocable letter of credit from a financial institution
acceptable to the Authority in an amount equal to the then outstanding principal amount of the
Series 2006-A Bonds and six months accrued interest thereon, less any amount then on deposit
in the Improvement Fund, (or such lesser amount as the Authority, in its discretion, determines
to be necessary to complete a Buyback), which letter of credit allows for draws as necessary to
complete a Buyback; or (B) in the discretion of the Authority an irrevocable commitment from a
financial institution acceptable to the Authority in form and substance acceptable to the
Authority, to provide a letter of credit as described in the preceding clause (A) at least one
business day prior to the dissemination to the owners of the Series 2006-A Bonds of any
documents related to a Remarketing or Buyback, or (ii) the Authority and the Developer, in the
Authority's reasonable determination and discretion, fail to agree on the terms of a Buyback by
October 1, 2007. The Authority need not provide the notice
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Page 31: 191 Deleted Carolyn Antonio 4/21/2049 11:33:00 AM
the second sentence of the preceding paragraph in the circumstances described in the
preceding sentence, prior to a withdrawal of amounts in the Improvement Fund under the
provisions of this paragraph. The Developer acknowledges that any transfer of funds from the
Improvement Fund described in this paragraph will reduce the amount available to pay the
Purchase Prices of the Facilities and Discrete Components thereof hereunder.
Section 5.12. Additional Restrictions on Disbursements From Improvement Fund.
Notwithstanding any other provision of this Acquisition Agreement to the contrary, the
Authority shall have no obligation whatsoever to use amounts in the Improvement Fund to
honor Payment Requests until (i) a Remarketing or Buyback, on terms fully acceptable to the
Authority, has been completed and all costs related thereto have been paid, and (ii) the
Developer has satisfied the thresholds for the issuance of all building permits under the
Conditions of Approval for all units to be constructed in the territory of the CFD, as such units
are described in any disclosure documents used in connection with the Remarketing or
Buyback. The provisions of this Section 5.12 shall in no way limit any withdrawals from the
Improvement Fund for the purposes described in Sections 5.11.
OTHER PROVISIONS OF SUPPLEMENT NO.1 TO ACQUISITION AGREEMENT:
Section 4. No Obligation to Restructure Bonds. The provisions of this Supplement No. 1
shall in no way obligate the Authority to restructure the Series 2006-A Bonds, or to expend any
of its own funds in connection with the District.
Section 5. Release of Liability, Limitation on Future Actions. The Developer fully and
completely releases the City, the Authority and the District, and their respective
Boardmembers, Counciimembers, officers, employees and agents, from any liability
whatsoever for any and all actions or inaction, known or unknown, up to the date of execution
by the Developer of this Supplement No. 1, relating to the Series 2006-A Bonds, any breach or
alleged breach of any of the terms of the Fiscal Agent Agreement or the Original Agreement, or
any other matter related to the Series 2006-A Bonds. Any action by the Developer or any of its
successors or assigns arising from the obligations of the Authority, the City or the District, or
any actions or inaction or any breach or default or alleged breach or default, by any such entity,
in any way related to this Supplement No. 1, the Original Agreement, the Fiscal Agent
Agreement, the Series 2006-A Bonds, any Remarketing or any Buyback, shall be limited to an
action for specific performance, declaratory relief, writ of mandate, or similar remedies to
compel Authority, City or District's compliance with the terms of this Memorandum and no
monetary damages shall be incurred by any such entity in respect thereof; and in no event shall
any Boardmember, Councilmember, officer or employee of the Authority, the City or the
District be personally liable with respect to any such matters. Any such action shall be filed in
the appropriate court within one (1) year from the date of the action by the Authority, City or
District that is being challenged.
YSection Break (Next Page) s-
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0
ACQUISITION AGREEMENT
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$2,318,893
Page 2: [121 Deleted Carolyn Antonio 4/21/2009 1i 33:00 AM
Storm Drain $879,736
Page 2-1-1131 Deleted Carolyn Antonio 4/21120-0,9::14 -00 AM
Landscape/ Irrigation $150,124
$4,0-17,748
Storm Drain $510,156
Landscape/ Irrigation $14,955
$7,844,217
Page ;2s C36]. Deleted CarolynAntoizlo. 4/21/200911: 33: 00 AM
Storm Drain $581,815
Streets $744,143
2e. Butterfield Stage Rd from 1230'N/ of La
Serena Way to 700'5/ of La Serena Way-
1,930'
(Westerly 1/2 completed by Shea Homes)
Rough Grading $1,016,801
Finish Grading $117,092
Storm Drain $183,351
Water $0
Streets $1,451,391
Landscape/ Irrigation $0
$2,975,171
$2,768,635
Page 1: [2(►1 Deleted Carolyn Antonio 4/21/2009 11.33:00 AM
OVERALL TOTAL: $67,239,018 $42,387,422 $24,851,596
Rough Grading
$760,345
Finish Grading
$122,315
Storm Drain
$434,265
Water
$0
Streets
$1,658,246
Landscape/ Irrigation
$0
-8-
COUNCIL BUSINESS
ITEM NO. 26
Approvals
City Attorney
Director of Finance
City Manager
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Aaron Adams, Assistant City Manager
DATE: May 12, 2009
SUBJECT: Establishment and Appointment of Subcommittee Temecula 2030: A Quality
of Life Master Plan
PREPARED BY: Tamra Middlecamp, Senior Management Analyst
RECOMMENDATION: That the City Council:
1. Establish a Quality of Life/Temecula 2030 Master Plan Subcommittee to
interview/hire consultant to facilitate the Quality of Life Master Plan process, establish Blue
Ribbon Committee, participate in the Quality of Life Master Plan process, review and
approve final Quality of Life Master Plan report prior to City Council review;
2. Appoint two (2) Council Members to serve on this Subcommittee.
BACKGROUND: In 2007/2008, the City of Temecula embarked in a process to begin an
Economic Development Strategic Plan. The Economic Development Subcommittee of Council
Members Washington and Roberts led this effort and scope of work to develop an updated
Economic Development Strategic Plan for the City. However, in large part due to the input of the
Economic Development Subcommittee, it was determined that a traditional approach to an
economic development strategic plan would not accomplish the true goal and vision needed forthe
City. As discussions continued it was apparent that the scope of the work should be expanded to
include much more than just economic development. It was then decided that a Quality of
Life/Temecula 2030 Master Plan was a more appropriate planning tool for the City. The
Subcommittee will ultimately determine the formal name for this process. The Quality of
Life/Temecula 2030 Master Plan will not be considered by the City Council's Standing Committees,
only by this subcommittee.
This project will afford outsiders opportunities to weigh in, through focus groups, on what Temecula
should become and/or how Temecula should sustain key characteristics. This project will afford the
full City Council to provide valuable input. As was suggested by Council Member Washington, this
project will also include a "Blue Ribbon Committee" of industry professionals. This process will
ultimately play a significant role in the City's General Plan, annual operating budgets, and annual
Capital Improvement Project budgets. The end result should be a tool that is re-visited every year
as our community evolves and changes.
The proposed Quality of Life Master Plan will be the "road map" which will define the City's long-term
goals in a variety of areas, including but not limited to sustainability of quality of life, continual
maintenance of public infrastructure, public safety, higher education, business retention and
attraction, economic development, and fiscal stability.
The City of Temecula has issued a Request for Proposals in order to hire a consultant to assist
in the preparation of the Quality of Life Master Plan. In addition, a Blue Ribbon Committee will
be formed comprised of professionals in various fields along with valuable stakeholders within
the community. The Quality of Life Master Plan will be tailored specifically for the City of
Temecula and its citizens and will utilize studies such as the recent demographic information
from Dr. Husing, Claritas, and True North, the Youth Master Plan, Cultural Arts Master Plan,
Parks Master Plan, Old Town Visioning, and the City's Sustainability Program. Potential key
elements that will be focused upon in the Plan may include but are not limited to Business
Attraction and Retention, Cultural Arts, City Fiscal Stability, Higher Education, Open Space,
Recreational Opportunities, Public Safety, and Transportation/Circulation.
City staff envisions that the scope will be further defined with the valuable input of the consultant,
the Quality of Life Master Plan Subcommittee, the Blue Ribbon Committee, and the community
through focus groups at various venues within the City. It is anticipated that the Plan will take
approximately a year to complete. Status updates on the development of the Plan will be
provided to the City Council and the community on a regular basis.
Below is a general timeline of the Plan:
June 2009: It is anticipated that a consultant will be selected in June 2009. Consultant contract
and agreement goes to City Council.
July 2009: City Council, Quality of Life Master Plan Subcommittee, and staff work together to
create a list of individuals for possible appointees to the Blue Ribbon Committee. Once the
committee has been established, all will work together to further define the scope of work for the
Plan.
July 2009 - December 2009: Staff begins to convene with consultant and Blue Ribbon
Committee on specific Quality of Life Master Plan elements. Start of committee work,
establishing working focus groups, and community outreach.
January 2009 - June 2009: Continue working with Consultant, Blue Ribbon Committee, and the
community.
June/July 2009: Quality of Life Master Plan is presented at City Council.
FISCAL IMPACT: There is no financial impact associated with the formation of the
Subcommittee for the Quality of Life Master Plan. The Quality of Life Master Plan is anticipated to
take a year to complete.
ATTACHMENTS: None