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[28 CFR 35.102.35.104 ADA Title II]
AGENDA
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
43200 BUSINESS PARK DRIVE, TEMECULA
NOVEMBER 26,1996 - 7:00 PM
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At approximately 9:45 PM, the City Council will determine which of the remaining
agenda items can be considered and acted upon prior to 10:00 PM 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 PM.
Next in Order:
Ordinance: No. 96-21
Resolution:No. 96-133
CALL TO ORDER:Mayor Karel Lindemans presiding
Invocation:Reverend James Egea, Church of Religious Science of Temecula Valley
Flag Salute:Mayor Pro Tem Birdsall
ROLL CALL:Birdsall, Ford, Roberts, Stone, Lindemans
PRESENTATIONS/Presentation by Western Riverside Council of Governments -
PROCLAMATIONS"Draft Comprehensive Transportation Plan" Western
Riverside County
R:\Agenda\l 12696 1
PUBLIC COMMENTS
A total of 30 minutes is provided so members of the public can 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 = 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 before the Council gets to that item. There is a five
(5)minute time limit for individual speakers.
CITY COUNCIL REPORTS
Reports by the members of the City Council on matters not on the agenda will be made at
this time. A total, not to exceed, ten (1 0) 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.
1Standard Ordinance Adol2tion Procedure
RECOMMENDATION:
1.1Motion to waive the reading of the text of all ordinances and resolutions included in
the agenda.
2Resolution Approvina List of Demands
RECOMMENDATION:
2.1Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING
CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A
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3Liability Insurance Renewal
RECOMMENDATION:
3.1Approve the City of Temecula Liability Insurance Policy Renewal with Insurance
Company of the West for the period of December 1, 1996 through December 1,
1997 in the amount of $98,852.
4Accept Public Improvements On Tract No. 24135-1
(Located at the Northwesterly corner of Pio Pico Road at Margarita Road)
RECOMMENDATION:
4.1Accept the Public Improvements in Tract No. 24135-1;
4.2Authorize the initiation of the one-year warranty period and reduction of the Faithful
Performance Street and drainage, and Water and Sewer Security amounts and
release the Subdivision Monumentation and Traffic Signalization Mitigation securities;
4.3Accept substitute securities for Faithful Performance Warranty and Labor and
materials;
4.4Direct the City Clerk to so advise the Developer and Sureties.
5Accept Public Improvements in Tract No. 24135-3
(Located at the Southeasterly corner of Santiago Road at Margarita Road)
RECOMMENDATION:
5.1Accept the Public Improvements in Tract No. 24135-3;
5.2Authorize the initiation of the one-year warranty period, reduce the Faithful
Performance Street, and Water and Sewer Bond amounts, release the subdivision
monumentation bond;
5.3Accept substitute bonds;
5.4 Direct the City Clerk to so advise the Developer and Surety.
R:\Agenda\l 12696
6Acceptance of Public Streets into the City-Maintained Street System (Within Tracts @
24135-1 and 24135-3) Located Easterly of Margarita Road between Pio Pico Road and
Santiago Road)
RECOMMENDATION:
6.1Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA,
ACCEPTING CERTAIN PUBLIC STREETS INTO THE CITY-MAINTAINED STREET
SYSTEM (WITHIN TRACTS NO. 24135-1 AND 24135-3)
7Accel2t Public Improvements in Parcel Map No. 23472
(Located at the Northwest corner of Margarita Road at Rancho California Road)
RECOMMENDATION:
7.1Accept public improvements in Parcel Map No. 23472;
7.2Authorize release of the faithful performance, labor and material, and subdivision
monumentation bonds;
7.3Direct the City Clerk to so advise the Clerk of the Board of Supervisors, the
developer and the surety.
8Award of Contract for the Purchase of PC Workstations
RECOMMENDATION:
B. 1Award a contract for P.C. workstations to Valley Micro Computers in the amount of
$2,107.78 per unit, including sales tax, for a total purchase amount of $50,486.
8.2Authorize the Mayor and City Clerk to execute all necessary agreements.
8.3Appropriate $1 2,000 to the Depreciation Expense Account in the Information
Systems Internal Services Fund.
R:\Agenda\l 12696 4
9Second Readina of Ordinance No. 96-19
RECOMMENDATION:
9.1Adopt an ordinance entitled:
ORDINANCE NO. 96-19
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING
CHAPTER 17 OF THE TEMECULA MUNICIPAL CODE TO MAKE TYPOGRAPHIC AND
OTHER MINOR CHANGES TO THE DEVELOPMENT CODE
R:@Agenda\l 12696 5
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Next in Order:
Ordinance:No. CSD 96-01
Resolution:No. CSD 96-1 0
CALL TO ORDER: President Ron Roberts
ROLL CALL: DIRECTORS: Birdsall, Ford, Lindemans, Stone, Roberts
PUBLIC COMMENT:
A total of 1 5 minutes is provided so members of the public can 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 desire to speak to the Board of Directors on an
item not listed 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
before the Board of Directors gets to 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" to the City Clerk. When you are called to speak, please come forward
and state your name and address for the record,
CONSENT CALENDAR
1 Minutes
RECOMMENDATION:
1.1 Approve the minutes of November 12, 1996.
DIRECTOR OF COMMUNITY SERVICES REPORT - Nelson
GENERAL MANAGERS REPORT - Bradley
BOARD OF DIRECTORS REPORTS
ADJOURNMENT: Next meeting: December 3, 1996, 4:00 PM, Temecula City Hall, City Council
Chambers, 43200 Business Park Drive, Temecula, California. ,
Next regular meeting: December 10, 1996, 7:00 PM, Temecula City Hall, City Council Chambers,
43200 Business Park Drive, Temecula, California.
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Next in Order:
Ordinance:No. RDA 96-01
Resolution:No. RDA 96-21
CALL TO ORDER: Chairperson Patricia H. Birdsall presiding
ROLL CALL: AGENCY MEMBERS: Ford, Lindemans, Roberts, Stone, Birdsall
PUBLIC COMMENT:
A total of 1 5 minutes is provided so members of the public can 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 desire to speak to the Agency on an item not
listed 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
before the Agency gets to that item. There is a five (5) minute time limit for individual
speakers.
CONSENT CALENDAR
1 Minutes
RECOMMENDATION:
1.1 Approve the minutes of November 1 2, 1996.
EXECUTIVE DIRECTOR'S REPORT
AGENCY MEMBER'S REPORTS
Recess to Joint Meeting of the City Council, Redevelopment Agency, Old Town Westside
Community Facilities District Financing Authority and Old Town/Westside Improvement Authority.
R:\Agendakl 12696 7
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Next in Order:
Resolution No.: No. FA 96-12
CALL TO ORDER: President Patricia H. Birdsall
ROLL CALL: Ford, Lindemans, Roberts, Stone, Birdsall
PUBLIC COMMENTS
A total of 1 5 minutes is provided so members of the public can address the Council on
items that are not listed on the Agenda. Speakers are limited to two (2) minutes each. If
you desire to speak to the Council about an item 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 )lour name and address.
CONSENT CALENDAR
1 Minutes
RECOMMENDATION:
1.1Approve the minutes of November 12, 1996.
Recess to Joint Meeting of the City Council, Redevelopment Agency, Old Town Westside
Community Facilities District Financing Authority and Old Town/Westside Improvement Authority.
R:\Agenda\l 1 2696 8
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1.CITY COUNCIL BUSINESS - Mayor Karel Lindemans presiding
A12proval of Final Documents for Old Town Public Imi2rovement District
RECOMMENDATION:
1.1Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA
AUTHORIZING FORMATION OF A JOINT EXERCISE OF POWERS
AUTHORITY WITH THE REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA, AND DIRECTING CANCELLATION OF AMENDMENT TO
JOINT COMMUNITY FACILITIES AGREEMENT
RECONVENE TEMECULA REDEVELOPMENT AGENCY MEETING - Chairperson Patricia Birdsall
presiding
2.REDEVELOPMENT AGENCY BUSINESS
2.1Adopt a resolution entitled:
RESOLUTION NO. RDA 96-
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA AUTHORIZING FORMATION OF A JOINT EXERCISE OF
POWERS AUTHORITY WITH THE CITY OF TEMECULA
2.2Adopt a resolution entitled:
RESOLUTION NO. RDA 96-
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA ACCEPTING GUARANTEES FOR THE COMPLETION OF
PUBLIC IMPROVEMENTS FOR THE OLD TOWN AREA
RECESS: Brief Recess to allow the Mayor and Agency Chairperson to execute the Joint
Powers Agreement establishing the Old Town/Westside Improvement Authority.
R:\Aganda\l 1 2696 9
RECONVENE OLD\TOWN WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY
Chairperson Patricia Birdsall presiding
3.OLD\TOWN WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY
3.1Adopt a resolution entitled:
RESOLUTION NO. FA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN/WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING
AUTHORITY APPROVING SALE OF BONDS TO THE OLD
TOWN/WESTSIDE IMPROVEMENT AUTHORITY, AND APPROVING
OTHER RELATED DOCUMENTS AND ACTIONS
3.2Adopt a resolution entitled
RESOLUTION NO. FA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN/WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING
AUTHORITY APPROVING CONSTRUCTION MANAGEMENT AND
SUPERVISION AGREEMENT BETWEEN THE AUTHORITY AND FLUOR
DANIEL, INC. AND A GUARANTY WITH FLUOR CORPORATION
4.OLD TOWN WESTSIDE IMPROVEMENT AUTHORITY
CALL TO ORDER: Mayor Karel Lindemans
4.1Election of Chairperson and Vice Chairperson
Newly Elected Chairperson presiding
4.2Adopt a resolution entitled:
RESOLUTION NO. IA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN[WESTSIDE IMPROVEMENT AUTHORITY REGARDING
MEETINGS, ESTABLISHING A SEAL FOR THE AUTHORITY, DIRECTING
THE FILING OF A NOTICE OF FORMATION WITH THE SECRETARY OF
STATE, AND ESTABLISHING THE RULES FOR ITS PROCEEDINGS
R:\Agenda\l 12696 10
4.3Adopt a resolution entitled:
RESOLUTION NO. IA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN/WESTSIDE IMPROVEMENT AUTHORITY AUTHORIZING
ISSUANCE AND SALE OF REVENUE BONDS FOR THE PURPOSE OF
FINANCING ACQUISITION OF COMMUNITY FACILITIES DISTRICT
BONDS (OLD TOWN AREA), AND APPROVING RELATED
AGREEMENTS AND ACTIONS
ADJOURNMENT
Adjourn the Temecula Redevelol2ment Agency, the Old Town\Westside Community Facilities
District Financing Auth@ and the Old Town/Westside Improvement Authority to:
Next meeting: December 3, 1996, 4:00 PM, Temecula City Hall, City Council Chambers, 43200
Business Park Drive, Temecula, California.
Next regular meeting: December 10, 1995, 7:00 PM, Temecula City Hall, City Council Chambers,
43200 Business Park Drive, Temecula, California
R:\Agenda\l 12696 1 1
RECONVENE TEMECULA CITY COUNCIL
PUBLIC HEARINGS
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 hearing. If you challenge any of the projects in court, you
may be limited to raising only those issues you or someone else raised at the public
hearing or in written correspondences delivered to the City Clerk at, or prior to, the
public hearing.
10Final Draft Riverside Countywide Intearated Waste Management Plan (CIWMP)
RECOMMENDATION:
10.1Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING
THE FINAL DRAFT COUNTYWIDE INTEGRATED WASTE MANAGEMENT PLAN,
INCLUDING THE COUNTYWIDE SUMMARY PLAN AND COUNTYWIDE SITING
ELEMENT
1 1Special Tax Election - Community Services, Parks, Recreational Facilities and Programs,
Street Lighting Services and Landsc@
RECOMMENDATION:
11.1Adopt an ordinance by a 4/5 vote entitled:
ORDINANCE NO. 96-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA,
LEVYING A SPECIAL TAX TO FINANCE THE OPERATION, MAINTENANCE AND
SERVICING OF PUBLIC PARKS AND RECREATIONAL FACILITIES, RECREATIONAL
AND COMMUNITY SERVICES PROGRAMS, MEDIAN LANDSCAPING, ARTERIAL
STREET LIGHTS AND TRAFFIC SIGNALS
R:%Agenda\l 12696 1 2
11.2Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ORDERING,
CALLING AND GIVING NOTICE OF A MUNICIPAL ELECTION TO BE HELD IN THE
CITY OF TEMECULA ON TUESDAY, MARCH 4,1997, FOR SUBMISSION TO THE
VOTERS OF A MEASURE RELATING TO THE LEVY OF A SPECIAL TAX TO FINANCE
THE OPERATION, MAINTENANCE AND SERVICING OF PUBLIC PARKS AND
RECREATIONAL FACILITIES, RECREATIONAL AND COMMUNITY SERVICES
PROGRAMS, MEDIAN LANDSCAPING, ARTERIAL STREET LIGHTS AND TRAFFIC
SIGNALS
11.3Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA REQUESTING
THE SERVICES OF THE COUNTY REGISTRAR OF VOTERS TO CONDUCT A
MUNICIPAL ELECTION TO BE HELD ON MARCH 4,1997
11.4Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING
ITS MEMBERS TO FILE A WRITTEN ARGUMENT REGARDING A CITY MEASURE
11.5Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA FOR THE
FILING OF REBUTTAL ARGUMENTS FOR A CITY MEASURE SUBMITTED AT
MUNICIPAL ELECTIONS
1 1. 6 Appropriate $36,000 from the unappropriated General Fund Balance to Account No.
001-120-999-5225.
R:\Agenda\l 12696 1 3
COUNCIL BUSINESS
1 2Ordinance Amendinci the Municil2al Code Sections Relating to Purchasing
RECOMMENDATION:
12.1Read by title only and introduce an ordinance entitled:
ORDINANCE NO. 96-
AN ORDINANCE OF THE CITY COUNCIL ADDING SECTIONS 3.28.245 AND
3.28.305TO AND AMENDING SECTIONS 3.28.140, 3.28.150, 3.28.290 AND
3.32.050OF THE TEMECULA MUNICIPAL CODE RELATING TO THE SOLICITATION
OF PROPOSALS FOR THE PURCHASE OF SUPPLIES AND EQUIPMENT AND THE
AWARD THEREOF ON THE BASIS OF HIGHEST QUALITY AND COST
EFFECTIVENESS, REVISING ADVERTISING REQUIREMENTS, AND ESTABLISHING
THE CITY MANAGER'S AUTHORITY TO APPROVE PURCHASE, SERVICE AND
CONSTRUCTION CONTRACTS
13Riverside County Intergovernmental Agencies Discussion
Placed on the Agenda at the Request of Councilmember Roberts for discussion and
direction)
CITY MANAGER'S REPORT
CITY ATTORNEY'S REPORT
ADJOURNMENT
Next meeting: December 3, 1996, 4:00 PM, Temecula City Hall, City Council Chambers, 43200
Business Park Drive, Temecula, California.
Next regular meeting: December 10, 1996, 7:00 PM, Temecula City Hall, City Council Chambers,
43200 Business Park Drive, Temecula, California.
R:\Agenda\l 12696 14
PROCLAMATIONS/
PRESENTATIONS
APPROVAL
CITY ATTORNEY
FINANCE DIRECTOR
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO: City Council/City Manager
FROM: Joseph Kicak, Director of Public Works/City Engineer
DATE: November 26, 1996
SUBJECT:Presentation by Western Riverside Council of Governments "Draft
Comprehensive Transportation Plan' Western Riverside County
RECOMMENDATION:
None
r:kagdrpt\96\1 1 26\prosentaiajp
iL i eL E- 1\4 1
ITEI\4 2
RESOLUTION NO. 96-
A RESOLUTTON OF THE CITY COUNC]IL OF THE CITY
OF ALLOWING CERTAIN CLAIM AND
D S AS SET FORTH IN IT A
THE CITY COUNCIIL OF THE CrrY OF TEMECULA DOES RESOLVE,
DE AND ORDER AS FOLLOWS:
Section 1. That the following claims and demands as set forth in Exhibit A, on file in the
Office of the City Clerk, have been audited by the City er, and that the same are hereby
allowed in the amount of $2,757.429.83
Section 2. The City Clerk shau ce@ the adoption of this resolution.
APPROVED AND ADOPIED, this 26th day of November, 1996.
Karel F. Lindemans, Mayor
ATMT:
June S. Greek, CMC, City Clerk
[SEAL]
Resm 120 1
STAT'E OF CALIFORNIA)
COUNTY OF RWMIDE) SS
CrrY OF TEMECULA)
I, June S. Greek, City Clerk of the City of Temecula, hereby do certify that the foregoing
Resolution No. 96- was duly adopted at a regular meeting of the City Council of the City of
Temecula on the 26di day of November, 1996 by the following roll call vote:
AYES: COUNCEL ERS:
NOES: COUNCJL-
ABSENT: COUNCEL ERS:
June S. Greek, CMC, City Clerk
Raw@ 120 2
CITY OF TEMECULA
LIST OF DEMANDS
11/07/96 TOTAL CHECK RUN: $114,523.67
11/14/96 TOTAL CHECK RUN: 1,389,044.52
li@ TOTAL CHECK RUN: 1,110,729.18
11/14/96 TOTAL PAYROLL RUN: 143,132.46
TOTAL LIST OF DEMANDS FOR 11126/96 COUNCIL MEETING: $2,757,429.83
DISBURSEMENTS BY FUND:
CHECKS:
001 GENERALFUND 823,755.12
100 GASTAXFUND 4,544.86
165 RDA DEV-LOW/MOD SET ASIDE 1,201,884.50
190 COMMUNITY SERVICES DISTRICT 76,382.54
191 TCSD SERVICE LEVEL A 2,556.56
192 TCSD SERVICE LEVEL B 117.68
193 TCSD SERVICE LEVEL C 23,211.49
194 TCSD SERVICE LEVEL D 866.76
210 CAPITAL IMPROVEMENT PROJ. FUND 298,400.09
280 REDEVELOPMENT AGENCY-CIP 129,207.83
300 INSURANCE FUND 15,349.04
310 VEHICLES FUND 23,480.88
320 INFORMATION SYSTEMS 6,241.11
330 SUPPORT SERVICES 1,100.34
340 FACILITIES 7,198.57
2,614,297.37
PAYROLL:
001 GENERAL $100,540.45
165 RDA-LOWIMOD 1,677.56
190 TCSD 25,744.30
191 TCSD SERVICE LEVEL A 69.43
192 TCSD SERVICE LEVEL B 175.23
193 TCSD SERVICE LEVEL C 2,987.90
194 TCSD SERVICE LEVEL D 1,065.69
280 RDA-CIP 3,737.43
300 INSURANCE 615.14
320 INFORMATION SYSTEMS 2,925.05
330 SUPPORT SERVICES 862.44
340 FACILITIES 2,731.84 143,132.46
TOTAL BY FUND: $ 2,757,429.83
PREPAREWTHE G SPECIALIST
I HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT.
GENrt R DIRE(TOROFFII NCE
v HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT.
MARYJA@ RNE@AS'61STANT@ GER
VOLJCHRE2 CITY OF TEMECULA PAGE 7
11/07/96 14:46 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
FUND TITLE AMOUNT
001 GENERAL FUND 28,507.73
165 RDA DEV- LOW/MOD SET ASIDE 1,553.50
190 COMMUNITY SERVICES DISTRICT 21,364.51
191 TCSD SERVICE LEVEL A 377.39
193 TCSD SERVICE LEVEL C 1,292.55
210 CAPITAL IMPROVEMENT PROJ FUND 13,561.47
280 REDEVELOPMENT AGENCY - CIP 42,968.65
320 INFOR14ATION SYSTEMS 1,727.87
340 FACILITIES 3,170.00
TOTAL 114,523.67
VOtJCHRE2 CITY OF TEMECULA PAGE 1
11/07/96 14;46 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOUCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40194 11/01/96 000515 TEMECULA VALLEY CHAMBER 96/97 FUNDING PER ECON DEV PLN 280-199-999-5264 40,000.00 40,000.00
40195 11/05/96 001610 CALTRANS-DISTRICT NO. 8 PERMIT CABLE FOR CITY HALL 001-1270 560.00 560.00
40198 11/07/96 000680 A M S - T M S DEPOSIT FOR RESETTING POSTAGE 001-100-999-5230 .96
40198 11/07/96 000680 A M S - T M S DEPOSIT FOR RESETTING POSTAGE 001-110-999-5230 165.84
40198 11/07/96 000680 A M S - T N S DEPOSIT FOR RESETTING POSTAGE 001-120-999-5230 122.61
40198 11/07/96 000680 A M S - T M S DEPOSIT FOR RESETTING POSTAGE 001-162-999-5230 60.94
40198 11/07/96 000680 A M S - T N S DEPOSIT FOR RESETTING POSTAGE 190-180-999-5230 236.52
40198 11/07/96 000680 A M S - T N S DEPOSIT FOR RESETTING POSTAGE 001-140-999-5230 365.70
40198 11/07/96 000680 A M S - T N S DEPOSIT FOR RESETTING POSTAGE 001-150-999-5230 153.13
40198 11/07/96 000680 A M S - T N S DEPOSIT FOR RESETTING POSTAGE 001-161-999-5230 751.98
40198 11/07/96 000680 A N S - T N S DEPOSIT FOR RESETTING POSTAGE 001-164-604-5230 153.73
40198 11/07/96 000680 A N S - T N S DEPOSIT FOR RESETTING POSTAGE 320-199-999-5230 .96
40198 11/07/96 000680 A N S - T 14S DEPOSIT FOR RESETTING POSTAGE 280-199-999-5230 79.09 2,091.46
40199 11/07/96 001515 A S A P TRUCK TRACTOR & WEED ABATEMENT 001-162-999-5440 3,205.00 3,205.00
40200 11/07/96 001916 ALBERT A. WEBB ASSOCIAT SIXTH STREET PARKING PW95-26 280-199-804-5802 880.00 880.00
40201 11/07/96 001281 ALHAMBRA GROUP OCT DESIGN SRVCS-DUCK POND 210-190-143-5802 800.00
40201 11/07/96 001281 ALHAMBRA GROUP OCT DESIGN SRVCS-WINCH. CRK PK 210-190-149-5802 909.10
40201 11/07/96 001281 ALHAMBRA GROUP OCT DESIGN SRVCS-ADA PARK IMPR 210-190-148-5802 900.00 2,609.10
40202 11/07/96 000102 AMERICAN FENCE CO. OF C SECURITY FENCE FOR PUJOL ST 165-199-812-5804 44.00 44.00
40203 11/07/96 002194 AMERICAN PLANNING ASSN. MEMBERSHIP:S,NAASEH 96/97 001-161-999-5226 172.00
40203 11/07/96 002194 AMERICAN PLANNING ASSN. MEMBERSHIP:D.UBNOSKE 96/97 001-161-999-5226 15.00
40203 11/07/96 002194 AMERICAN PLANNING ASSN. MEMBERSHIP:D.HOGAN 96/97 001-161-999-5226 271.00 458.00
40204 11/07/96 002508 AMERISPEC PROPERTY INSPECTION N. PUJOL 165-199-812-5804 1,500.00 1,500.00
40205 11107196 001323 ARROWHEAD WATER, INC. BOTTLED WATER FOR CITY MAINT 001-164-601-5240 51.54 51.54
40206 11107196 BUSTOS, J.E. DDS REFUND-BALLROOM DANCING 190-183-4982 28.00 28.00
40207 11107/96 002099 BUTTERFIELD ENTERPRISES OCT RENT-O.T. RESTROOM 280-199-999-5212 826.00 826.00
40208 11/07/96 000588 C C A P A CONFERENCE SEM:LEGISLATIVE 11/14 M.FAGAN 001-161-999-5261 60.00 60.00
40209 11/07/96 000125 CALIFORNIA ASSOC FOR LO RECRUITMNT AD-EDC EXE DIRECTOR 280-199-999-5254 250.00 250.00
40210 11/07/96 000126 CALIFORNIA LANDSCAPE MA PALA PARK-REPAIR MAINLINE 190-180-999-5212 1,953.15
40210 11107/96 000126 CALIFORNIA LANDSCAPE MA TRIM TREES AT SPORTS PARK 190-180-999-5415 2,155.00 4,108.15
40211 11/07/96 000980 COAST IRRIGATION SUPPLY IRRIGATION PARTS & EQUIPMENT 190-180-999-5212 15.38 15.38
40212 11/07/96 000447 COMTROMIX OF HEMET REMOVE RADIO-TEMECULA POLICE 001-170-999-5215 121.08
40212 11/07/96 000447 COMTRONIX OF HEMET INSTALL RADIO IN POLICE UNIT 001-170-999-5215 215.69
40212 11/07/96 000447 COMTROMIX OF HEMET RADIO ANTENNAS AND FEEDLINES 210-199-650-5804 77.43
40212 11/07/96 000447 COMTRONIX OF HEMET LABOR 210-199-650-5804 480.00
VOtJCHRE2 CITY OF TEMECULA PAGE 2
11/07/96 14:46 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40212 11/07/96 000447 COMTRONIX OF HEMET TAX 210-199-650-5804 6.00 900.20
40213 11/07/96 002450 CONSOLIDATED MEDIA SYST BROADCAST SYSTEM NEW CITY HALL 210-199-650-5804 1,153.00
40213 11/07/96 002450 CONSOLIDATED MEDIA SYST TAX 210-199-650-5804 84.86 1,237.86
40214 11/07/96 CONTINENTAL LAWYERS TIT REFUND:OVERPAYMENT 395-1093 001-2660 319.75 319.75
40215 11/07/96 001014 COUNTRY SIGNS & DESIGNS PLAQUE FOR NELEME FOX MONUMENT 190-180-999-5244 472.35 472.35
40216 11/07/96 001673 DIVERSIFIED TEMPORARY S TEMP HELP W/E 10/20 KAPRYN 001-161-999-5118 638.87 638.87
40217 11/07/96 002466 DOVER ELEVATOR COMPANY REPAIRS-ELEVATOR NEW CITY HALL 210-199-650-5804 2,982.00 2,982.00
40218 11107/96 002517 ERNIE B'S LUNCH-SISTER CITY STUDENTS 001-100-999-5280 173.48 173.48
40219 11/07/96 002060 EUROPEAN DELI & CATERIN CATERING FOR COUNCIL MEETINGS 001-100-999-5260 125.63 125.63
40220 11/07/96 001056 EXCEL LANDSCAPE INSTALL RAINBIRD-RANCHO VISTA 193-180-999-5415 602.00 602.00
40221 11/07/96 001313 FAGAN, MATTHEW ENTERTAINMENT-GRAND OPENING 210-199-650-5804 150.00 150.00
40222 11/07/96 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-140-999-5230 18.25
40222 11/07/96 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-161-999-5230 16.75
40222 11/07/96 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-110-999-5230 13.50
40222 11/07/96 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-162-999-5230 26.81
40222 11/07/96 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-110-999-5230 13.50
40222 11/07/96 000165 FEDERAL EXPRESS, INC. EXPRESS KAIL SERVICES 001-161-999-5230 15.25
40222 11/07/96 000165 FEDERAL EXPRESS, INC. EXPRESS 14AIL SERVICES 165-199-999-5250 9.50 113.56
40223 11/07/96 000184 G T E CALIFORNIA - PAYN 909-308-1079-OCT-GENERAL USAGE 320-199-999-5208 53.60
40223 11/07/96 000184 G T E CALIFORNIA - PAYN 909-693-0779-OCT-COMM SRVCS 190-180-999-5208 54.46
40223 11/07/96 000184 G T E CALIFORNIA - PAYM 909-693-0956-OCT-GENERAL USAGE 320-199-999-5208 28.32
40223 11/07/96 000184 G T E CALIFORNIA - PAYN 909-694-4356-OCT-HINTERGARDT 320-199-999-5208 28.75
40223 11/07/96 000184 G T E CALIFORNIA - PAYN 909-694-8927-OCT-GENERAL USAGE 320-199-999-5208 22.25
40223 11/07/96 000184 G T E CALIFORNIA - PAYN 909-695-1409-OCT-GENERAL USAGE 320-199-999-5208 78.94
40223 11/07/96 000184 G T E CALIFORNIA - PAYM 909-699-0128-OCT-GENERAL USAGE 320-199-999-5208 1,188.60 1,454.92
40224 11/07/96 GARVEY, PAT REFUND:SEC DEPOSIT/ROOM RENTAL 190-2900 100.00
40224 11/07/96 GARVEY, PAT REFUND:SEC DEPOSIT/ROOM RENTAL 190-183-4990 120.00 220.00
40225 11/07196 002141 GEIS, PAUL TEMECULA PD MOTORCYCLE REPAIRS 001-170-999-5214 50.00
40225 11/07/96 002141 GEIS, PAUL TEMECULA PD MOTORCYCLE REPAIRS 001-170-999-5214 50.00 100.00
40226 11/07/96 002528 GLASS BLASTERS ENGRAVED MUGS FOR EMPLOYEES 001-150-999-5265 707.00
40226 11/07/96 002528 GLASS BLASTERS PERSONALIZATION OF MUGS 001-150-999-5265 194.00
40226 11/07/96 002528 GLASS BLASTERS TAX 001-150-999-5265 69.83 970.83
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT MISC. OFFICE SUPPLIES 001-120-999-5220 22.76
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT MISCELLANEOUS OFFICE SUPPLIES 001-162-999-5220 251.17
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES FINANCE DEPT. 001-140-999-5220 16.98
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES FOR TCSD - 190-180-999-5220 232.34
VOUCHRE2 CITY OF TEMECULA PAGE 3
11/07/96 14:46 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40227 11/07196 000177 GLENNIES OFFICE PRODUCT MISC OFFICE SUPPLIES 001-161-999-5220 33.73
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT MISC OFFICE SUPPLIES 001-161-999-5220 21.13
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT MISCELLANEOUS OFFICE SUPPLIES 001-162-999-5220 5.13
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES FINANCE DEPT. 001-140-999-5220 81.00
40227 11/07/96 000177 GLENNIES OFFICE PRODUCT CREDIT:OFFICE SUPPLIES 001-110-999-5220 23.79- 640.45
40228 11/07/96 002372 HARMON, JUDY TCSD INSTRUCTOR EARNINGS 190-183-999-5330 343.20 343.20
40229 11/07/96 001517 HEALTH & HUMAN RESOURCE EMPLOYEE ASSISTANCE PROGRAM 001-150-999-5250 348.45 348.45
40230 11/07/96 001013 HINDERLITER de LLAMAS A SALES TAX CALCULATION SERVICE 001-140-999-5248 900.00
40230 11/07/96 001013 HINDERLITER de LLAMAS A SALES TAX FINDERS FEE FY 96/97 001-140-999-5248 3,309.75 4,209.75
40231 11/07/96 002098 HOUSE OF 140TORCYCLES REPAIR & MAINT. POLICE MOTOR. 001-170-999-5214 27.02 27.02
40232 11/07/96 JAKOFSKY, LES REFUND:BALLROOM DANCING 190-183-4982 28.00 28.00
40233 11/07/96 002475 JONES, DAVID G. LABOR/MATERIALS TO CUT TILES 320-199-999-5215 300.00 300.00
40234 11/07/96 001667 KELLY TEMPORARY SERVICE TEMP HELP WE 10120 EVANS 001-164-604-5118 110.92
40234 11/07/96 001667 KELLY TEMPORARY SERVICE TEMP HELP WE 10/20 EVANS 001-163-999-5118 110.92
40234 11/07/96 001667 KELLY TEMPORARY SERVICE TEMP HELP WE 10/20 EVANS 001-165-999-5118 110.96 332.80
40235 11/07/96 000206 KINKOIS OF RIVERSIDE, I STATIONERY PAPER/MISC SUPPLIES 280-199-999-5220 30.90 30.90
40236 11/07/96 001123 KNOX INDUSTRIAL SUPPLIE (48)LOCKS/KEYS-SIGNAL BOXES 001-164-602-5242 332.64
40236 11/07/96 001123 KNOX INDUSTRIAL SUPPLIE TAX 001-164-602-5242 25.78 358.42
40237 11/07/96 000209 L & M FERTILIZER, INC. PARTS, EQUIP AND REPAIRS 190-180-999-5242 130.55
40237 11/07/96 000209 L & M FERTILIZER, INC. MISC. MAINT. SUPPLIES 001-164-601-5218 194.99 325.54
40238 11/07/96 001719 L P A, INC. SEPT DESIGN SRVCS FOR CRC GYM 210-190-152-5802 462.50 462.50
40239 11/07/96 001982 L WILLIAMS LANDSCAPE, I EMERG. TREE REMOVAL/TRIMMING 001-164-601-5402 1,640.00 1,640.00
40240 11107/96 001973 LA SALLE LIGHTING SERVI PRKG LIGHT REPAIRS CITY HALL 340-199-701-5212 688.00 688.00
40241 11/07/96 002229 LUCE PRESS CLIPPINGS, I PRESS CLIPPING SRVCS OCT 280-199-999-5270 148.28 148.28
40242 11/07/96 LUTTGENS, JAMES REFUND:BALLROOM DANCING 190-183-4982 21.00 21.00
40243 11/07/96 001967 MANPOWER TEMPORARY SERV TEMP HELP W/E 9/22 HYATT,L. 001-110-999-5118 288.96 288.96
40244 11/07/96 000220 MAURICE PRINTERS, INC. NEIGHBORHOOD WATCH NEWSLETTER 001-170-999-5222 220.00
40244 11/07/96 000220 MAURICE PRINTERS, INC. TAX 001-170-999-5222 17.05 237.05
40245 11/07/96 001384 MINUTEMAN PRESS BUSINESS CARDS-LINDEMANS 001-100-999-5222 259.92
40245 11/07/96 001384 MINUTEMAN PRESS TAX 001-100-999-5222 20.14 280.06
40246 11/07/96 001654 14ONTEREY SYSTEMS, INC. MASTER/DUPLICATE APERTURE CARD 001-120-999-5277 15.62 15.62
VOUCHRE2 CITY OF TEMECULA PAGE 4
11/07/96 14:46 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOUCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40247 11/07/96 000727 NATIONAL FIRE PROTECTIO SUBSCRIPITION RENEWAL:12/97 001-171-999-5228 450.00 450.00
40248 11/07/96 001584 NEWPORT PRINTING SYSTEM PAYROLL CHECKS 001-140-999-5222 726.80
40248 11/07/96 001584 NEWPORT PRINTING SYSTEM TEMPLATE CHARGES FOR CITY HALL 001-140-999-5222 40.00
40248 11/07/96 001584 NEWPORT PRINTING SYSTEM FREIGHT 001-140-999-5222 4.50
40248 11/07/96 001584 NEWPORT PRINTING SYSTEM TAX 001-140-999-5222 59.43 830.73
40249 11/07/96 002139 NORTH COUNTY TIMES - AT NOTICE OF ORDINANCE NOA96-18 001-120-999-5256 21.30
40249 11/07/96 002139 NORTH COUNTY TIMES - AT PUBLIC NOTICES PA96-0157 001-161-999-5256 36.21
40249 11/07/96 002139 NORTH COUNTY TIMES - AT PUBLIC NOTICES EDUC INST 1 001-161-999-5256 34.08 91.59
40250 11/07/96 001150 O'BRIEN, CARY REISSUE- PRK GATES INSTALL/REP 190-180-999-5212 750.00 750.00
40251 11/07/96 OAKLAND, CITY OF NEIGHBOR MGMNT:ROBERTS,R:11/20 001-100-999-5258 50.00
40251 11/07/96 OAKLAND, CITY OF NEIGHBOR MGMNT:KICAK,J.:11/20 001-164-604-5258 50.00 100.00
40252 11/07/96 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 001-163-999-5214 82.84
40252 11/07/96 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 001-162-999-5214 15.95
40252 11/07/96 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 001-110-999-5214 137.96
40252 11/07/96 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 001-110-999-5214 19.34 256.09
40253 11/07/96 002216 P F C UNLIMITED (120) POLYCARBONATE BLANKS 340-199-701-5250 70.04 70.04
40254 11/07/96 001561 PAGENET PAGERS RENTAL AND SERVICE 001-100-999-5250 15.00
40254 11/07/96 001561 PAGENET PAGERS RENTAL AND SERVICE 001-163-999-5250 15.00
40254 11/07/96 001561 PAGEMET PAGERS RENTAL AND SERVICE 001-164-601-5238 15.00
40254 11/07/96 001561 PAGENET PAGERS RENTAL AND SERVICE 001-165-999-5238 22.50
40254 11/07/96 001561 PAGENET PAGERS RENTAL AND SERVICE 001-164-604-5250 7.50
40254 11/07/96 001561 PAGEMET PAGERS RENTAL AND SERVICE 190-180-999-5250 75.00
40254 11/07/96 001561 PAGENET PAGERS RENTAL AND SERVICE 001-120-999-5250 7.50
40254 11/07/96 001561 PAGENET PAGERS RENTAL AND SERVICE 320-199-999-5238 26.45
40254 11/07/96 001561 PAGENET PAGERS RENTAL AND SERVICE 001-170-999-5242 70.00
40254 11/07/96 001561 PAGEMET PAGERS RENTAL AND SERVICE 001-162-999-5238 37.50 291.45
40255 11/07/96 000580 PHOTO WORKS FILM & PHOTO DEVELOPING 190-180-999-5301 24.74
40255 11/07/96 000580 PHOTO WORKS FILM & PHOTO DEVELOPING 190-180-999-5301 13.46
40255 11/07/96 000580 PHOTO WORKS CAMERA & PHOTO SUPPLIES 190-180-999-5301 471.91
40255 11/07/96 000580 PHOTO WORKS CAMERA & PHOTO SUPPLIES 190-180-999-5301 21.73
40255 11/07/96 000580 PHOTO WORKS PHOTOS FOR RDA MAP 280-199-999-5270 31.90
40255 11/07196 000580 PHOTO WORKS TAX 280-199-999-5270 2.48 566.22
40256 11/07/96 002019 PRECISION INTERCONNECT TELEPHONE CABLE & MATERIAL 210-190-626-5804 378.58
40256 11/07/96 002019 PRECISION INTERCONNECT LABOR 210-190-626-5804 780.00 1,158.58
40257 11/07/96 002110 PRIME EQUIPMENT EQUIPMENT RENTAL-PW MAINT 001-164-601-5238 21.55
40257 11/07/96 002110 PRIME EQUIPMENT EQUIPMENT RENTAL-PW MAINT 001-164-601-5238 134.69
40257 11/07/96 002110 PRIME EQUIPMENT EQUIPMENT RENTAL-PW MAINT 001-164-601-5238 32.33 188.57
40258 11/07/96 000255 PRO LOCK & KEY NEW CITY HALL - LOCKSMITH 340-199-701-5250 11516.53
40258 11/07/96 000255 PRO LOCK & KEY INSTALL LOCKS-FINANCE CABINETS 001-140-999-5250 330.42 1,846.95
VOtJCHRE2 CITY OF TEMECULA PAGE 5
11107/96 14:46 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40259 11/07/96 000947 RANCHO BELL BLUEPRINT C BLUEPRINTS AND MISC SUPPLIES 001-161-999-5220 49.37 49.37
40260 11/07/96 000262 RANCHO CALIFORNIA WATER 01-23-00143-3 DE PORTOLA RD 193-180-999-5240 430.17
40260 11/07/96 000262 RANCHO CALIFORNIA WATER 01-23-00144-3 DE PORTOLA RD 193-180-999-5240 260.38
40260 11/07/96 000262 RANCHO CALIFORNIA WATER 01-23-00178-3 BUTTERFIELD STAG 191-180-999-5240 24.07
40260 11/07/96 000262 RANCHO CALIFORNIA WATER 01-31-20010-1 NICOLAS RD 190-180-999-5240 130.91 845.53
40261 11/07/96 002400 REBEL TEMECULA FLOOD LIGHT RENTAL 280-199-999-5250 198.00
40261 11/07/96 002400 REBEL TEMECULA FLOOD TRIPOD LIGHTS RENTAL 280-199-999-5250 180.00
40261 11/07/96 002400 REBEL TEMECULA FLOOD LIGHTS RENTAL 280-199-999-5250 180.00
40261 11/07/96 002400 REBEL TEMECULA FLOOD LIGHTS RENTAL 280-199-999-5250 180.00
40261 11/07/96 002400 REBEL TEMECULA CREDIT-DAMAGE WAIVER 280-199-999-5250 18.00- 720.00
40262 11/07/96 001046 REXON, FREEDMAN, KLEPET SEPT PROF LEGAL SERVS 001-130-999-5247 1,514.65 1,514.65
40263 11/07/96 000266 RIGHTWAY TEMP POWER-VOORBURG PARK 190-180-999-5212 30.00 30.00
40264 11/07/96 000418 RIVERSIDE CO. CLERK & R NOTICE OF EXEMPTION-MURR. CRK 001-164-604-5224 78.00
40264 11/07/96 000418 RIVERSIDE CO. CLERK & R DETERMINATION-WINCH CREEK PRK 210-190-149-5802 1,328.00 1,406.00
40265 11/07/96 001365 RIVERSIDE CO. ENVIRONNE FACILITY # 36470:N/S SNACK BAR 190-180-999-5250 65.00
40265 11/07/96 001365 RIVERSIDE CO. ENVIRONNE FACILITY #39262:HEALTH PERMIT 190-180-999-5250 65.00 130.00
40266 11/07/96 000406 RIVERSIDE CO. SHERIFFIS OLD TWN SUMMER NIGHTS-LW ENFOR 001-170-999-5288 971.04
40266 11/07/96 000406 RIVERSIDE CO. SHERIFFIS OLD TWN SU14MER NIGHTS-LW ENFOR 001-170-999-5262 36.00 1,007.04
40267 11/07/96 000271 ROBERT BEIM, WM FROST & WALCOTT CORRIDOR ENG SERVS 210-165-637-5802 370.00 370.00
40268 11/07/96 000873 ROBERTS, RONALD H. CAL CONTRACT CITIES:9/20-22 001-100-999-5258 24.00
40268 11/07/96 000873 ROBERTS, RONALD H. LEAGUE OF CAL CF:10/13-15/96 001-100-999-5258 12.00 36.00
40269 11/07/96 000815 ROWLEY, CATHERINE TCSD INSTRUCTOR EARNINGS 190-183-999-5330 480.00 480.00
40270 11/07/96 000645 SMART & FINAL, INC. SUPPLIES FOR THE SENIOR CENTER 190-181-999-5301 64.19 64.19
40271 11/07/96 000537 SOUTHERN CALIF EDISON 2-02-351-4946 6TH STREET 190-181-999-5240 923.31
40271 11/07/96 000537 SOUTHERN CALIF EDISON 2-00-397-5059 VARIOUS METERS 190-180-999-5240 11,839.81
40271 11/07/96 000537 SOUTHERN CALIF EDISON 2-02-351-5489 FRONT ST 001-164-601-5240 99.67
40271 11/07/96 000537 SOUTHERN CALIF EDISON 2-02-351-6800 VARIOUS METERS 191-180-999-5240 41.75
40271 11/07/96 000537 SOUTHERN CALIF EDISON 53-77-850-2000-01 RANCHO CAL 191-180-999-5319 311.57
40271 11/07/96 000537 SOUTHERN CALIF EDISON 57-77-780-9998-01 NICOLAS 190-180-999-5240 49.84 13,265.95
40272 11/07/96 000465 STRADLEY, MARY KATHLEEN TCSD INSTRUCTOR EARNINGS 190-183-999-5330 56.00 56.00
40273 11/07/96 STRICTLY WORKOUT WEAR REFUND-SECURITY DEPOSIT 190-2900 100.00 100.00
40274 11/07/96 001672 TEMECULA DRAIN SERV & P PLUMBING SRVCS-CITY HALL 340-199-701-5250 254.00 254.00
40275 11/07/96 000307 TEMECULA TROPHY CO. PLATE FOR AIRPLANE-DEDICATION 001-100-999-5220 78.67 78.67
40276 11/07/96 000311 TEMECULA VALLEY HIGH SC SPONSORSHIP FOR BEAR BACKERS 001-100-999-5254 220.00 220.00
VOUCHRE2 CITY OF TEMECULA PAGE 6
11/07/96 14:46 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40277 11/07/96 001409 TEMECULA VALLEY VOLUNTE COMM SERVICE FUNDING 96-97 001-100-999-5267 3,000.00 3,000.00
40278 11/07/96 000826 TRAVEL TRUST AIR:PURCH CF:KUHNS,ALLIE:12/6 001-140-999-5261 101.00
40278 11/07/96 000826 TRAVEL TRUST AIR:PURCH CF:VOLLMUTH,M:1216 001-140-999-5261 101.00 202.00
40279 11/07/96 002492 U.S. TOY COMPANY, INC. CRC SUPPLIES-APRONS 190-183-999-5370 27.50
40279 11/07/96 002492 U.S. TOY COMPANY, INC. CRC SUPPLIES-PAPER HATS 190-183-999-5370 90.00
40279 11/07/96 002492 U.S. TOY COMPANY, INC. CRC SUPPLIES-COLORING BOOKS 190-183-999-5370 1.50
40279 11/07/96 002492 U.S. TOY COMPANY, INC. FREIGHT 190-183-999-5370 8.73
40279 11/07/96 002492 U.S. TOY COMPANY, INC. TAX 190-183-999-5370 8.63 136.36
40280 11/07/96 002463 UNIVERSAL ASPHALT CO., COAT & STRIPE PRKG-TEN CON CTR 210-190-151-5804 2,700.00 2,700.00
40281 11/07/96 000332 VANDORPE CHOTJ ASSOCIATI OCT PLAN CHECK CONSULTANT SERV 001-162-999-5248 2,300.70 2,300.70
40282 11/07/96 VELA, JANETT REFUND-PARK RENTAL 190-183-4988 10.00 10.00
40283 11/07/96 001342 WAXIE SANITARY SUPPLY, BUILDING MAINTENANCE SUPPLIES 340-199-701-5212 494.85
40283 11/07/96 001342 WAXIE SANITARY SUPPLY, BUILDING MAINTENENACE SUPPLIES 190-181-999-5212 49.46
40283 11/07/96 001342 WAXIE SANITARY SUPPLY, BLDG MAINT SUPPLIES 340-199-701-5212 146.58 690.89
40284 11/07/96 001002 WELLS FARGO BANK 5473-6664-0391-0198-MJM-SEP 001-110-999-5261 55.30 55.30
40285 11/07196 000339 WEST PUBLISHING COMPANY CITY HALL LEGAL PUBLICATIONS 001-120-999-5228 92.51 92.51
40286 11/07/96 002097 WESTERN HIGHWAY PRODUCT SLEEVE PUNCH FOR INSTALL SIGNS 001-164-601-5218 108.00
40286 11/07/96 002097 WESTERN HIGHWAY PRODUCT TAX 001-164-601-5218 8.37 116.37
40287 11/07/96 000345 XEROX CORPORATION BILLI NOV LEASE FOR COPIER 2 CRC 190-182-999-5239 117.84 117.84
TOTAL CHECKS 114,523.67
VOtJCHRE2 CITY OF TEMECULA PAGE 13
11115/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
FUND TITLE AMOUNT
001 GENERAL FUND 120,563.00
100 GAS TAX FUND 4,544.86
165 RDA DEV- LOW/MOD SET ASIDE 1,198,626.47
190 COMMUNITY SERVICES DISTRICT 25,723.95
191 TCSD SERVICE LEVEL A 1,253.17
192 TCSD SERVICE LEVEL 8 117.68
193 TCSD SERVICE LEVEL C 1,838.17
194 TCSD SERVICE LEVEL D 866.76
210 CAPITAL IMPROVEMENT PROJ FUND 20,190.43
280 REDEVELOPMENT AGENCY - CIP 5,805.04
300 INSURANCE FUND 414.21
320 INFORMATION SYSTEMS 4,513.24
330 SUPPORT SERVICES 1,100.34
340 FACILITIES 3,487.20
TOTAL 1,389,044.52
VOtJCHRE2 CITY OF TEMECULA PAGE 1
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
20289 11/08/96 000311 TEMECULA VALLEY HIGH SC SPONSORSHIP FOR BEARBACKERS 001-100-999-5254 220.00 220.00
40288 11/08/96 WALL, WAYNE RADAR HOLSTER P.D. MOTORCYCLE 001-171-999-5242 100.00 100.00
40290 11/14/96 002448 B C N LIGHTING & SIGNS DEPOSIT:BANNER INSTALLATION 280-199-999-5270 1,280.00 1,280.00
604786 11114/96 000444 INSTATAX (EDD) 000444 SDI 001-2070 113.96
604786 11/14/96 000444 INSTATAX (EDD) 000444 SDI 165-2070 3.58
604786 11/14/96 000444 INSTATAX (EDD) 000444 SDI 190-2070 68.32
604786 11/14/96 000444 INSTATAX (EDD) 000444 SDI 193-2070 4.86
604786 11/14196 000444 INSTATAX (EDD) 000444 SDI 280-2070 21.43
604786 11/14/96 000444 INSTATAX (EDD) 000444 SDI 320-2070 9.95
604786 11/14/96 000444 INSTATAX CEDD) 000444 SDI 340-2070 2.97
604786 11/14196 000444 INSTATAX (EDD) 000444 STATE 001-2070 4,157.28
604786 11/14/96 000444 INSTATAX (EDD) 000444 STATE 165-2070 82.09
604786 11/14/96 000444 INSTATAX (EDD) 000444 STATE 190-2070 824.97
604786 11/14/96 000444 INSTATAX (EDD) 000444 STATE 191-2070 1.69
604786 11/14/96 000444 INSTATAX CEDD) 000444 STATE 192-2070 3.95
604786 11/14/96 000444 INSTATAX (EDD) 000444 STATE 193-2070 74.19
604786 11/14/96 000444 INSTATAX (EDD) 000444 STATE 194-2070 29.71
604786 11/14196 000444 INSTATAX CEDD) 000444 STATE 280-2070 183.48
604786 11/14/96 000444 INSTATAX (EDD) 000444 STATE 300-2070 41.70
604786 11/14/96 000444 INSTATAX CEDD) 000444 STATE 320-2070 208.39
604786 11/14/96 000444 INSTATAX (EDD) 000444 STATE 330-2070 22.52
604786 11/14/96 000444 INSTATAX CEDD) 000444 STATE 340-2070 27.56 5,882.60
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 001-2070 15,776.62
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 165-2070 254.69
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 190-2070 3,529.29
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 191-2070 9.01
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 192-2070 22.52
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 193-2070 384.75
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 194-2070 163.86
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 280-2070 631.02
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 300-2070 137.01
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 320-2070 718.56
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 330-2070 99.34
697745 11/14/96 000283 INSTATAX (EDD) 000283 FEDERAL 340-2070 219.35
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 001-2070 3,749.79
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 165-2070 62.22
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 190-2070 924.02
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 191-2070 2.39
697745 11/14/96 0002a3 INSTATAX (EDD) 000283 MEDICARE 192-2070 6.04
697745 11/14/96 0002a3 INSTATAX (EDD) 000283 MEDICARE 193-2070 103.48
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 194-2070 37.88
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 280-2070 136.46
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 300-2070 23.64
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 320-2070 125.64
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 330-2070 27.82
697745 11/14/96 000283 INSTATAX (EDD) 000283 MEDICARE 340-2070 91.46 27,236.a6
VOLJCHRE2 CITY OF TEMECULA PAGE 2
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
961114 11/14/96 002159 FIRST AMERICAN TITLE IN RDA PURCHASE OF PROP.-PUJOL ST 165-199-812-5804 1,195,836.98 1,195,836.98
40293 11/14/96 002539 3CMA CF:CITIZENS 12/4 G.WOLNICK 001-110-999-5258 55.00
40293 11/14/96 002539 3CMA CF:CITIZENS 12/4 R.BRADLEY 001-110-999-5258 89.00 144.00
40294 11/14/96 002158 A S A P SERVICES INC. RELEASE RETENTION ST STRIPING 100-2035 4,544.86 4,544.86
40295 11/14/96 000116 A V P VISION PLANS 000116 AVP 001-2310 521.46
40295 11/14/96 000116 A V P VISION PLANS 000116 AVP 165-2310 12.25
40295 11/14/96 000116 A V P VISION PLANS 000116 AVP 190-2310 71.91
40295 11/14/96 000116 A V P VISION PLANS 000116 AVP 193-2310 .49
40295 11/14/96 000116 A V P VISION PLANS 000116 AVP 280-2310 12.25
40295 11/14/96 000116 A V P VISION PLANS 000116 AVP 300-2310 2.44
40295 11/14/96 000116 A V P VISION PLANS 000116 AVP 340-2310 16.70
40295 11/14/96 000116 A V P VISION PLANS NOV 96 COBRA 001-1180 16.70
40295 11/14/96 000116 A V P VISION PLANS WIMBERLY/NOV/VISION INS 001-1170 9.75 663.95
40296 11/14/96 002485 ALMOST ANYTHING PROF. 0 TEMP HELP W/E 10/25 SECRETARY 001-140-999-5118 203.50 203.50
40297 11/14/96 000101 APPLE ONE, INC. TEMP HELP W/E 10/5 WILLAIMS 001-162-999-5118 288.96
40297 11/14/96 000101 APPLE ONE, INC. TEMP HELP W/E 10/12 WILLIAMS 001-162-999-5118 361.20
40297 11/14/96 000101 APPLE ONE, INC. TEMP HELP W/E 10/12 BARNETT 001-150-999-5118 361.20
40297 11/14/96 000101 APPLE ONE, INC. TEMP HELP W/E 10/26 WILLAIMS 001-161-999-5118 361.20
40297 11/14/96 000101 APPLE ONE, INC. TEM HELP W/E 10/26 BARNETT 001-162-999-5118 361.20 1,733.76
40298 11/14/96 002506 BAILEY'S BLINDS & DRAPE (35)SETS VERTICAL BLINDS 210-199-650-5804 1,686.00 1,686.00
40299 11/14/96 000622 BANTA ELECTRIC-REFRIGER HVAC/ELECTRICAL SERVICES-CITY 340-199-701-5250 671.00
40299 11114/96 000622 BANTA ELECTRIC-REFRIGER ELECTRICAL SERVICES FOR TCSD 190-180-999-5212 90.00 761.00
40300 11/14196 BARTELS-KILCLINE, TANYA REFUND:BALLROOM DANCING 190-183-4982 21.00 21.00
40301 11/14/96 001876 BEIJING LONGEVITY, INC. TCSD INSTRUCTOR EARNINGS 190-183-999-5330 32.00 32.00
40302 11/14/96 002522 BRAVO SIGN & DESIGN PAINT CITY HALL MONUMENT SIGN 340-199-701-5212 275.00 275.00
40303 11/14/96 000702 CADDY GRAPHICS DESIGN OF HOLIDAY BANNER 280-199-999-5270 205.75 205.75
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 001-2370 6,697.81
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 165-2370 113.98
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 190-2370 2,393.71
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 191-2370 1.35
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 192-2370 3.36
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 193-2370 367.64
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 194-2370 44.51
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 280-2370 152.46
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 300-2370 12.71
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 320-2370 76.14
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 330-2370 16.64
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 330-2370 465.18
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 001-161-999-5112 2.87
VOtJCHRE2 CITY OF TEMECULA PAGE 3
11/15/96 16:57 VOUCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 001-162-999-5112 1.51
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 001-164-604-5112 1.43
40304 11/14/96 000128 CAL-SUP.ANCE ASSOCIATES, OCT 96 WORKER COMP INS 190-180-999-5112 1.87
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 190-181-999-5112 1.09
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 190-182-999-5112 .72
40304 11/14/96 000128 CAL-SURANCE ASSOCIATES, OCT 96 WORKER COMP INS 001-120-999-5112 .43 10,355.41
40306 11/14/96 000502 CALIFORNIA MUNICIPAL ST DEBT STATEMENT FOR CAFR 001-140-999-5250 375.00 375.00
4030-( 11/14/96 000135 CENTRAL CITIES SIGN SER STREET SIGNS & MISC HARDWARE 001-164-601-5244 178.18 178.18
40308 11/14/96 001195 CENTRAL SECURITY SERVIC NOV ALARM MONITORING @ CRC 190-182-999-5250 50.00
40308 11/14/96 001195 CENTRAL SECURITY SERVIC NOV ALARM MONITORING-SEN CENTR 190-181-999-5250 45.00 95.00
40309 11/14/96 002343 CHINO CONSTRUCTION COMP RELEASE RETENTION PCC REPAIRS 001-2035 31635.65 3,635.65
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 600 A&S 001-2330 39.75
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 600 A&S 190-2330 39.75
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 800 A&S 001-2330 66.50
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 800 A&S 190-2330 113.31
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 800 A&S 193-2330 .94
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 CANCER 001-2330 188.16
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 CANCER 165-2330 12.94
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 CANCER 190-2330 88.05
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 CANCER 193-2330 1.59
40310 11/14/96 000140 COLONIAL LIFE & ACCIDEN 000140 CANCER 280-2330 12.94 563.93
40311 11/14/96 002106 DA FAMILY SUPPORT 002106 SUPPORT 190-2140 100.00 100.00
40312 11/14/96 000155 DAVLIN TAPING OF COUNCIL MEETING 001-100-999-5250 810.88
40312 11/14/96 000155 DAVLIN PLANNING COMMISSION MEETINGS 001-161-999-5250 156.68 967.56
40313 11/14/96 000156 DENTICARE OF CALIFORNIA 000156 DEN-AMIN 001-2340 15.00
40313 11/14/96 000156 DENTICARE OF CALIFORNIA 000156 DENT-ADV 001-1180 8.81
40313 11/14/96 000156 DENTICARE OF CALIFORNIA 000156 DENTICAR 001-2340 8.81
40313 11/14/96 000156 DENTICARE OF CALIFORNIA 000156 DENT-REV 001-1180 8.81-
40313 11/14/96 000156 DENTICARE OF CALIFORNIA 000156 DENTICAR 001-2340 8.81 32.62
40314 11/14/96 000684 DIEHL, EVANS & COMPANY CF:96 GOV'T TAX 12/18 B.SMITH 001-140-999-5261 75.00
40314 11/14/96 000684 DIEHL, EVANS & COMPANY CF:96 GOV'T TAX 12/18 S.OAKLEY 001-140-999-5261 75.00 150.00
40315 11/14/96 001673 DIVERSIFIED TEMPORARY S TEMP HELP W/E 10/27 COX,CAMILL 001-161-999-5118 144.48 144.48
40316 11/14/96 DOYLE, LABECCA TCSD INSTRUCTOR EARNINGS 190-183-999-5330 20.00 20.00
40317 11/14/96 001380 E S I EMPLOYMENT SERVIC TEMP HELP W/E 10/16 MAGNERA 001-165-999-5118 638.00 638.00
40318 11/14/96 002390 EASTERN MUNICIPAL WATER INSPECTION/P/C SEWER ON PAUBA 210-190-626-5804 3,408.67 3,408.67
40319 11/14/96 002060 EUROPEAN DELI & CATERIN CITY HALL GRAND OPENING EVENT 001-100-999-5265 1,885.63 1,885.63
VOtJCHRE2 CITY OF TEMECULA PAGE 4
11/15/96 16:57 VOIJCHER/CHECK REGISTER
FOR ALL PERIODS
VOUCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NL#48ER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40320 11/14/96 001056 EXCEL LANDSCAPE MAINLINE REPAIR-SPORTS PARK 190-180-999-5212 344.74
40320 11/14/96 001056 EXCEL LANDSCAPE MAINLINE REPAIR RCSP 193-180-999-5212 32.03 376.77
40321 11/14/96 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-162-999-5230 59.70 59.70
40322 11/14/96 001135 FIRST CARE INDUSTRIAL N PRE-EMPLOYMENT EXPENSES 001-150-999-5250 374.00 374.00
40323 11/14/96 FORGY, PAT REFUND:TENNIS 190-183-4982 20.00 20.00
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 001-2360 574.61
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 165-2360 7.65
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 190-2360 115.61
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 191-2360 .43
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 192-2360 1.28
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 193-2360 16.16
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 194-2360 8.90
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 280-2360 8.50
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 300-2360 4.24
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 320-2360 8.50
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 330-2360 8.50
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LIFE INS 340-2360 19.12
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 001-2380 979.85
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 165-2380 16.16
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 190-2380 186.01
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 191-2380 .73
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 192-2380 1.80
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 193-2380 23.64
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 194-2380 11.02
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 280-2380 17.67
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 300-2380 7.08
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 320-2380 18.52
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 330-2380 6.89
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 LTD 340-2380 22.83
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 001-2500 1,020.07
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 165-2500 17.09
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 190-2500 195.65
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 191-2500 .77
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 192-2500 1.90
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 193-2500 25.02
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 194-2500 11.67
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 280-2500 18.70
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 300-2500 7.49
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 320-2500 19.59
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 330-2500 7.29
40324 11/14/96 002002 FORTIS BENEFITS INS. CO 002002 STD 340-2500 24.16
40324 11/14/96 002002 FORTIS BENEFITS INS. CO WIMBERLY/NOV/STD/LIFE INS 001-1170 20.06 3,435.16
40326 11/14/96 000643 FORTNER HARDWARE, INC. TCSD MAINTENANCE SUPPLIES 190-180-999-5212 80.92
40326 11/14/96 000643 FORTNER HARDWARE, INC. MISC. SUPPLIES FOR STREET 001-164-601-5218 42.77 123.69
40327 11/14/96 000170 FRANKLIN QUEST COMPANY, FRANKLIN - DAY PLANNERS 001-161-999-5220 43.26 43.26
VOtJCHRE2 CITY OF TEMECULA PAGE 5
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40328 11/14/96 000184 G T E CALIFORNIA - PAYN 909-695-3539-GENERAL USAGE-OCT 320-199-999-5208 222.21
40328 11/14/96 000184 G T E CALIFORNIA - PAYM 909-699-0590-TEN TOWN ASN-OCT 320-199-999-5208 53.60
40328 11/14/96 000184 G T E CALIFORNIA - PAYN 909-699-1370-CABOOSE-OCT 001-110-999-5223 95.11
40328 11/14/96 000184 G T E CALIFORNIA - PAYM 909-699-2309-GENERAL USAGE-OCT 320-199-999-5208 221.06 591.98
40329 11/14/96 002141 GEIS, PAUL TEMECULA PD MOTORCYCLE REPAIRS 001-170-999-5214 100.00 100.00
40330 11/14196 000481 GEOTECHNICAL & ENVIRONM PHASE 1 ENVIRO REVIEW PUJOL 165-199-812-5804 365.50 365.50
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES 190-184-999-5220 86.57
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT MISC. OFFICE SUPPLIES 190-184-999-5220 20.44
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES 190-184-999-5220 45.78
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES 001-120-999-5220 142.47
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES 001-120-999-5220 6.71
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES 001-120-999-5220 55.33
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT MISCELLANEOUS OFFICE SUPPLIES 001-162-999-5220 108.66
40331 11/14/96 000177 GLENNIES OFFICE PRODUCT OFFICE SUPPLIES 001-120-999-5220 17.24 483.20
40332 11/14/96 002370 GOLF SPECIALTIES GOLF CART FOR TEMECULA POLICE 001-170-999-5610 1,922.00 1,922.00
40333 11/14/96 002374 GOVERNMENT INTERFACE, L OCT CONSULTING SRVCS-PALA RD 001-164-604-5248 1,000.00 1,000.00
40334 11/14/96 002174 GROUP 1 PRODUCTIONS VIDEO TAPING OF CITY HALL 210-199-650-5804 2,703.80 2,703.80
40335 11/14/96 000520 H D L COREN & CONE, INC FINDER FEE-DOC TRANSFER TAX 001-140-999-5248 8.66 8.66
40336 11/14/96 001697 HALL, NANCY LEE TCSD INSTRUCTOR EARNINGS 190-183-999-5330 180.00 180.00
40337 11/14/96 000186 HANKS HARDWARE, INC. MISC HARDWARE SUPPLIES 001-164-601-5218 32.09
40337 11/14/96 000186 HANKS HARDWARE, INC. MAINTENANCE SUPPLIES FOR TCSD 340-199-701-5212 295.43 327.52
40338 11/14/96 000194 1 C M A RETIREMENT TRUS 000194 DEF COMP 001-2080 1,873.70
40338 11/14/96 000194 1 C M A RETIREMENT TRUS 000194 DEF COMP 190-2080 468.37
40338 11/14/96 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 193-2080 7.14
40338 11/14/96 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 280-2080 27.99 2,377.20
40339 11/14/96 IAPMA MEMBERSHIP:G.YATES 96/97 001-150-999-5226 20.00 20.00
40340 11/14/96 002464 IKON CAPITAL LEASE AGRMNT FOR SHARP COPIER 001-171-999-5239 526.41 526.41
40341 11/14/96 001407 INTER VALLEY POOL SUPPL POOL SANITIZING CHEMICALS 190-182-999-5212 148.16 148.16
40342 11/14/96 000199 INTERNAL REVENUE SERVIC 000199 IRS GARN 001-2140 291.35 291.35
40343 11/14/96 001667 KELLY TEMPORARY SERVICE TEMP HELP W/E 10/27 EVANS 001-164-604-5118 83.19
40343 11/14/96 001667 KELLY TEMPORARY SERVICE TEMP HELP W/E 10/27 EVANS 001-163-999-5118 83.19
40343 11/14/96 001667 KELLY TEMPORARY SERVICE TEMP HELP W/E 10/27 EVANS 001-165-999-5118 83.22 249.60
40344 11/14/96 000206 KINKOIS OF RIVERSIDE, I PRINTING SERVICES FOR RDA 280-199-999-5222 7.28 7.28
40345 11/14/96 000945 L P S COMPUTER SERVICE DEC LASER PRINTER MAINT 320-199-999-5250 310.76
VOtJCHRE2 CITY OF TEMECULA PAGE 6
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40345 11/14/96 000945 L P S COMPUTER SERVICE (10)REFURB. TONER CARTRIDGES 320-199-999-5221 440.00
40345 11/14/96 000945 L P S COMPUTER SERVICE TAX 320-199-999-5221 34.10 784.86
40346 11/14/96 001534 LA MASTERS OF FINE TRAV AIR:R.ROBERTS CF 11/20 001-100-999-5258 116.00
40346 11/14/96 001534 LA MASTERS OF FINE TRAV AIR:J.KICAK CF OAKLAND 11/20 001-164-604-5258 116.00 232.00
40347 11/14/96 001973 LA SALLE LIGHTING SERVI PARKING LIGHT REPAIRS 340-199-701-5212 312.00
40347 11/14/96 001973 LA SALLE LIGHTING SERVI PARKING LIGHT REPAIRS 340-199-701-5212 376.00 688.00
40348 11/14/96 002519 LAB SAFETY SUPPLY EAGLE SINGLE-DRUM CONTAINMENT 001-170-999-5242 87.90
40348 11/14/96 002519 LAB SAFETY SUPPLY FREIGHT 001-170-999-5242 55.65 143.55
40349 11/14/96 000869 LAWRENCE WELK RESORT TH DEPOSIT WELK CHRISTMAS EXCTJRSN 190-183-999-5350 159.50 159.50
40350 11/14/96 000596 LEAGUE OF CAL. CITIES SEM:S.JONES 12/4-6 NEW LAW CF 001-120-999-5258 245.00 245.00
40351 11/14/96 000217 MARGARITA OFFICIALS ASS ADULT SOFTBALL OFFICIALS 190-183-999-5380 2,871.00 2,871.00
40352 11/14/96 001400 MARRIOTT HOTEL - SAN FR NOTEL:D.HOGAN BUILDOUT CF 10/3 001-161-999-5258 335.16 335.16
40353 11/14/96 000220 MAURICE PRINTERS, INC. LETTERHEAD - RDA CLASSIC CREST 280-199-999-5270 1,455.00
40353 11/14/96 000220 MAURICE PRINTERS, INC. TAX 280-199-999-5270 112.76
40353 11/14/96 000220 MAURICE PRINTERS, INC. LETTERHEAD - RDA CLASSIC CREST 280-199-999-5270 269.00
40353 11/14/96 000220 14AURICE PRINTERS, INC. NEW PLATES FOR RDA LETTERHEAD 280-199-999-5270 168.00
40353 11114/96 000220 MAURICE PRINTERS, INC. TAX 280-199-999-5270 33.87 2,038.63
40354 11/14196 001905 MEYERS, DAVID WILLIAM TCSD INSTRUCTOR EARNINGS 190-183-999-5330 288.00 288.00
40355 11/14/96 001892 MOBILE MODULAR NOV INTERIM FIRE ST MODULAR 001-171-999-5470 905.00
40355 11/14/96 001892 MOBILE MODULAR TAX 001-171-999-5470 70.14
40355 11/14/96 001892 MOBILE MODULAR NOV INTERIM FIRE ST MODULAR 001-171-999-5470 685.00
40355 11/14/96 001892 MOBILE MODULAR TAX 001-171-999-5470 53.09 1,713.23
40356 11/14/96 000883 MONTELEONE EXCAVATING EROSION CONTROL - N. PUJOL ST 165-199-812-5804 999.00 999.00
40357 11/14/96 002213 MUFFLERS WEST OF TENECU WIRING PW MAINT TRAILER 001-164-601-5215 151.89 151.89
40358 11/14/96 002105 OLD TOWN TIRE & SERVICE VEHICLE MAINTENANCE & REPAIR 001-164-601-5214 22.19
40358 11/14/96 002105 OLD TOWN TIRE & SERVICE VEHICLE MAINTENANCE AND REPAIR 190-180-999-5214 58.81 81.00
40359 11/14/96 001383 P M W ASSOCIATES, INC. 3RD PARTY CONSULTATION 001-150-999-5248 1,138.87 1,138.87
40360 11/14/96 002297 PACIFIC RELOCATION CONS SPANISH TRANSLATION-PUJOL ST 165-199-812-5804 85.00 85.00
40361 11/14/96 001243 PALMOUIST, MARY TCSD INSTRUCTOR EARNINGS 190-183-999-5330 348.00 348.00
40362 11/14/96 002398 PALOMAR COMMUNICATIONS, DISPATCH RADIO MOBILE SERVICE 320-199-999-5209 600.00 600.00
40363 11/14/96 000635 PARTY PALACE, THE CITY HALL GRAND OPENING EVENT 001-100-999-5265 2,157.07 2,157.07
40364 11/14/96 001683 PENFOLD COMMUNICATIONS, COMM SRVCS FUNDING 96/97 001-100-999-5267 2,000.00 2,000.00
VOtJCHRE2 CITY OF TEMECULA PAGE 7
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PER REDE 001-2130 289.68
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PER REDE 190-2130 3.34
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PER REDE 280-2130 1.00
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 001-2390 14,709.75
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 165-2390 240.14
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 190-2390 2,957.41
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 191-2390 11.05
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 192-2390 27.67
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 193-2390 379.29
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 194-2390 174.67
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 280-2390 265.43
40365 11114196 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 300-2390 103.51
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 320-2390 292.08
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 330-2390 124.91
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 PERS RET 340-2390 353.77
40365 11/14/96 000246 PERS (EMPLOYEES# RETIRE 000246 SURVIVOR 001-2390 66.23
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 165-2390 .84
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 190-2390 13.58
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 191-2390 .05
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 192-2390 .14
40365 11/14/96 000246 PERS (EMPLOYEES# RETIRE 000246 SURVIVOR 193-2390 1.77
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 194-2390 .97
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 280-2390 .92
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 300-2390 .46
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 320-2390 .93
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 330-2390 .93
40365 11/14/96 000246 PERS (EMPLOYEES' RETIRE 000246 SURVIVOR 340-2390 2.09 20,022.61
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 AETNA SO 001-2090 536.75
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 AETNA SO 165-2090 113.52
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 AETNA SO 280-2090 113.52
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 BLSHIELD 001-2090 404.91
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 BLSHIELD 190-2090 .84
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 BLSHIELD 280-2090 .25
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 CIGNA 001-2090 421.03
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 CIGNA 300-2090 38.27
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 001-2090 4,420.45
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 190-2090 1,551.44
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 191-2090 14.84
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 192-2090 29.60
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 193-2090 222.04
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 194-2090 29.52
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 280-2090 38.48
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHMET 330-2090 296.00
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 340-2090 378.21
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 001-2090 2,006.46
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 190-2090 352.01
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 193-2090 14.15
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 340-2090 70.77
40366 11/14/96 000245 PERS (HEALTH INST)R. PRE 000245 PACIFICR 001-2090 2,067.64
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PACIFICR 190-2090 305.70
VOtJCHRE2 CITY OF TEMECULA PAGE 8
11115/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PACIFICR 192-2090 15.72
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PACIFICR 193-2090 78.42
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PACIFICR 194-2090 321.30
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PERS CHO 001-2090 2,203.60
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PERS CHO 190-2090 1.37
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PERS CHO 280-2090 .41
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PERS DED 001-2090 671.67
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PERS-ADM 001-2090 94.65
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 TAKECARE 001-2090 1,334.54
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE WIMBERLY/NOV/HEALTH INS 001-1170 296.00
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 AETNA SO 001-2090 26.91
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 AETNA SO 165-2090 89.88
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 AETNA SO 280-2090 89.88
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 001-2090 99.47
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 190-2090 46.96
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 HELTHNET 340-2090 6.59
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 001-2090 24.62
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 190-2090 81.90
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 193-2090 5.85
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 KAISERSO 340-2090 29.25
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PACIFICR 001-2090 95.78
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PERS CHO 001-2090 54.62
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 PERS REV 001-2090 671.67-
40366 11/14/96 000245 PERS (HEALTH INSUR. PRE 000245 TAKECARE 001-2090 19.96 18,444.08
40367 11/14/96 001958 PERS LONG TERM CARE PRO 001958 PERS L-T 001-2122 40.62 40.62
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-181-999-5301 31.30
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-181-999-5301 30.48
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-183-999-5320 1.08
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-100-999-5280 19.23
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-110-999-5214 5.99
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-604-5262 34.10
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-165-999-5260 16.00
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-140-999-5220 13.47
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-161-999-5242 5.49
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-604-5220 18.52
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-182-999-5301 33.19
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-180-999-5220 28.72
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-161-999-5261 35.56
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-110-999-5223 29.55
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-604-5220 6.60
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-602-5238 29.44
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-162-999-5260 12.33
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-162-999-5242 34.44
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-170-999-5220 48.48
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-100-999-5280 14.33
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-171-999-5261 20.00
40368 11114/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-601-5260 15.00
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-120-999-5220 20.46
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-100-999-5260 9.65
VOtJCHRE2 CITY OF TEMECULA PAGE 9
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDDR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 190-180-999-5301 6.42
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-601-5215 8.00
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-150-999-5265 31.02
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-110-999-5260 30.00
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 320-199-999-5242 45.93
40368 11/14/96 000249 PETTY CASH PETTY CASH REIMBURSEMENT 001-164-604-5262 42.10 676.88
40370 11/14/96 000580 PHOTO WORKS FILM & PHOTO DEVELOPING 001-171-999-5250 15.84 15.84
40371 11/14/96 000252 POLYCRAFT, INC. CITY SEAL VEHICLE DECALS 001-161-999-5214 223.50
40371 11/14/96 000252 POLYCRAFT, INC. CITY SEAL VEHICLE DECALS 001-164-601-5214 335.25
40371 11/14/96 000252 POLYCRAFT, INC. CITY SEAL VEHICLE DECALS 190-180-999-5214 335.25
40371 11/14/96 000252 POLYCRAFT, INC. TAX 001-161-999-5214 17.97
40371 11/14/96 000252 POLYCRAFT, INC. TAX 001-164-601-5214 26.95
40371 11/14/96 000252 POLYCRAFT, INC. TAX 190-180-999-5214 26.94 965.86
40372 11/14/96 000254 PRESS-ENTERPRISE COMPAN PHOTO REPRINT-FIRE FIGHTERS 280-199-999-5250 35.00
40372 11/14/96 000254 PRESS-ENTERPRISE COMPAN PUBLIC NOTICES 001-161-999-5256 49.47 84.47
40373 11/14/96 002110 PRIME EQUIPMENT EQUIPMENT RENTALS-PARKS 190-180-999-5238 75.43 75.43
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 001-2340 2,112.41
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 165-2340 32.09
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 190-2340 286.07
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 193-2340 3.21
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 280-2340 32.08
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 300-2340 16.04
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 330-2340 24.32
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. 001537 DENTALPM 340-2340 80.21
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. NOV 96 COBRA 001-1180 176.98
40374 11/14/96 001537 PRINCIPAL MUTUAL, INC. WIMBERLY/NOV/DENTAL 001-1170 64.17 2,827.58
40375 11/14/96 002483 PRO TECH SERVICES REPAIR AND MAINTENANCE OF POOL 190-182-999-5250 60.00 60.00
40376 11/14/96 002535 RAMONA VNA & HOSPICE COMM SRVCS FUNDING 96/97 001-100-999-5267 1,000.00 1,000.00
40377 11/14/96 002445 RELOCATION SYSTEMS, INC RELOCATION SRVCS TO CITY HALL 210-199-650-5804 13,300.00
40377 11/14/96 002445 RELOCATION SYSTEMS, INC CREDIT:ITEMS INCLUDED IN PRICE 210-199-650-5804 1,775.00- 11,525.00
40378 11/14/96 001365 RIVERSIDE CO. ENVIRONME PERMIT:COMM REC CENTER 190-182-999-5250 408.00
40378 11/14/96 001365 RIVERSIDE CO. ENVIRONME PERMIT:POLAMA DEL SOL PARK 190-180-999-5250 65.00 473.00
40379 11114/96 002226 RUSSO, MARY ANNE TCSD INSTRUCTOR EARNINGS 190-183-999-5330 432.80 432.80
40380 11/14/96 000403 SHAWN SCOTT POOL & SPA POOL MAINT SRVCS - TES 190-180-999-5212 140.20 140.20
40381 11/14/96 002537 SHORECLIFF COMMUNICATIO CF:BUILDOTJT 12/2-3 D.HOGAN 001-161-999-5258 195.00 195.00
40382 11114/96 000645 SMART & FINAL, INC. SUPPLIES FOR COMMUNITY CENTER 190-184-999-5301 98.09 98.09
40383 11/14/96 002536 SMITH, ZENAIDA B. REIMB:CMBTA CF 10/30-11/2 001-140-999-5261 210.98 210.98
VOtJCHRE2 CITY OF TEMECULA PAGE 10
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOTJCHERI
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40384 11/14/96 000519 SOUTH COUNTY PEST CONTR PEST CONTROL SERVICES 190-182-999-5250 42.00
40384 11/14/96 000519 SOUTH COUNTY PEST CONTR PEST CONTROL SERVICES 340-199-701-5250 56.00
40384 11/14/96 000519 SOUTH COUNTY PEST CONTR PEST CONTROL SERVICES 190-184-999-5250 72.00
40384 11/14/96 000519 SOUTH COUNTY PEST CONTR PEST CONTROL SERVICES 190-181-999-5250 29.00 199.00
40385 11114/96 000537 SOUTHERN CALIF EDISON VARIOUS ELECT METERS 191-180-999-5319 1,209.94 1,209.94
40386 11/14/96 000291 SPEE DEE OIL CHANGE & T TCSD VEHICLE MAINT & REPAIR 190-180-999-5214 23.99 23.99
40387 11/14/96 002430 STRICKLAND, KATIE M. TCSD INSTRUCTOR EARNINGS 190-183-999-5330 112.00 112.00
40388 11/14/96 001497 T R W,INC.-INFOR14ATION CREDIT REPTS FOR RDA LOANS 280-199-999-5250 20.00 20.00
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 001-2125 367.24
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 165-2125 7.39
40389 11/14/96 001547 TEA14STERS LOCAL 911 001547 UN DUES 190-2125 74.00
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 191-2125 .92
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 192-2125 1.85
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 193-2125 13.88
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 194-2125 1.85
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 280-2125 9.25
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 300-2125 4.62
40389 11/14/96 001547 TEAMSTERS LOCAL 911 001547 UN DUES 320-2125 18.50 499.50
40390 11/14/96 002479 TELEVIDEO - SAN DIEGO VIDEO DA VIDEOTEK 210-199-650-5804 265.00
40390 11/14/96 002479 TELEVIDEO - SAN DIEGO RACK MOUNT FOR DAIS VIDEOTEK 210-199-650-5804 340.00
40390 11/14/96 002479 TELEVIDEO - SAN DIEGO BLANK PANELS-ADA VIDEOTEK 210-199-650-5804 25.00
40390 11/14/96 002479 TELEVIDEO - SAN DIEGO RACK MOUNT 210-199-650-5804 105.00
40390 11/14/96 002479 TELEVIDEO - SAN DIEGO FREIGHT 210-199-650-5804 75.00
40390 11/14/96 002479 TELEVIDEO - SAN DIEGO TAX 210-199-650-5804 56.96 866.96
40391 11/14/96 000312 TEMECULA VALLEY PLAYHOTJ COMM SRVCS FUNDING AWARD 96/97 001-100-999-5267 12,500.00 12,500.00
40392 11/14/96 000977 TEMECULA VALLEY SPECIAL COMM SRVCS FUNDING 96/97 001-100-999-5267 1,000.00 1,000.00
40393 11/14/96 000642 TEMECULA, CITY OF - FLE EMPLOYEE CONTRIBUTION TO FLEX 165-1020 166.30
40393 11/14/96 000642 TEMECULA, CITY OF - FLE EMPLOYEE CONTRIBUTION TO FLEX 001-1020 3,933.75
40393 11/14/96 000642 TEMECULA, CITY OF - FLE EMPLOYEE CONTRIBUTION TO FLEX 190-1020 596.66
40393 11/14/96 000642 TEMECULA, CITY OF - FLE EMPLOYEE CONTRIBUTION TO FLEX 193-1020 10.00
40393 11/14/96 000642 TEMECULA, CITY OF - FLE EMPLOYEE CONTRIBUTION TO FLEX 300-1020 10.00
40393 11/14/96 000642 TEMECULA, CITY OF - FLE EMPLOYEE CONTRIBUTION TO FLEX 340-1020 50.00
40393 11/14/96 000642 TEMECULA, CITY OF - FLE EMPLOYEE CONTRIBUTION TO FLEX 280-1020 166.30 4,933.01
40394 11/14/96 002538 THORNTON WINERY BANQUET FOR SISTER CITIES 001-100-999-5280 1,717.08 1,717.08
40395 11/14/96 000320 TOWNE CENTER STATIONERS OFFICE SUPPLIES 001-161-999-5220 159.45
40395 11/14/96 000320 TOWNE CENTER STATIONERS OFFICE SUPPLIES FOR PUBLIC 001-164-604-5220 303.20 462.65
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VL ADVAN 001-2510 203.95
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 001-2510 162.60
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 190-2510 34.53
VOtJCHRE2 CITY OF TEMECULA PAGE 11
11/15/96 16:57 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 192-2510 .30
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 193-2510 1.64
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 194-2510 4.20
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 340-2510 .68
40396 11/14/96 002107 TRANS-GENEIZAL LIFE INS. WIMBERLY/NOV/VOL LIFE INS 001-1170 14.40
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VL REVER 001-2510 211.15-
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 001-2510 169.80
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 190-2510 34.53
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 192-2510 .30
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 193-2510 1.64
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 194-2510 4.20
40396 11/14/96 002107 TRANS-GENERAL LIFE INS. 002107 VOL LIFE 340-2510 .68 422.30
40397 11/14/96 000459 TUMBLE JUNGLE TCSD INSTRUCTOR EARNINGS 190-183-999-5330 494.40 494.40
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 001-2080 2,661.03
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 165-2080 72.40
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 190-2080 733.35
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 192-2080 1.25
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 193-2080 18.75
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 194-2080 22.50
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 280-2080 75.89
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 300-2080 5.00
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 320-2080 312.50
40398 11/14/96 001065 U S C M /PEBSCO (DEF. C 001065 DEF COMP 340-2080 112.50 4,015.17
40399 11/14/96 000389 U S C N /PEBSCO COBRA) 000389 PT RETIR 001-2160 1,220.62
40399 11/14/96 000389 U S C N /PEBSCO COBRA) 000389 PT RETIR 165-2160 33.58
40399 11/14/96 000389 U S C N /PEBSCO COBRA) 000389 PT RETIR 190-2160 640.52
40399 11/14/96 000389 U S C M /PEBSCO COBRA) 000389 PT RETIR 193-2160 45.60
40399 11/14196 000389 U S C N /PEBSCO COBRA) 000389 PT RETIR 280-2160 200.86
40399 11/14/96 000389 U S C N /PEBSCO COBRA) 000389 PT RETIR 320-2160 152.46
40399 11/14/96 000389 U S C N /PEBSCO COBRA) 000389 PT RETIR 340-2160 27.80 2,321.44
40400 11/14/96 002396 U.S. LONG DISTANCE, INC LONG DISTANCE TELECOM PROVIDER 320-199-999-5208 623.82 623.82
40401 11/14/96 000325 UNITED WAY OF THE INLAN 000325 uw 001-2120 76.09
40401 11/14/96 000325 UNITED WAY OF THE INLAN 000325 uw 165-2120 1.20
40401 11/14/96 000325 UNITED WAY OF THE INLAN 000325 uw 190-2120 15.00
40401 11/14/96 000325 UNITED WAY OF THE INLAN 000325 uw 280-2120 1.21 93.50
40402 11/14/96 000332 VANDORPE CHOTJ ASSOCIATI OCT PROF PLAN CHECK SRVCS 001-162-999-5248 2,680.74 2,680.74
40403 11/14/96 001890 VORTEX DOORS DOOR MAINTENANCE REPAIR-CRC 190-182-999-5212 691.28 691.28
40404 11/14/96 001342 WAXIE SANITARY SUPPLY, BUILDING MAINTENANCE SUPPLIES 190-182-999-5212 24.78
40404 11/14/96 001342 WAXIE SANITARY SUPPLY, BUILDING MAINTENANCE SUPPLIES 190-182-999-5212 634.51
40404 11/14/96 001342 WAXIE SANITARY SUPPLY, BUILDING MAINTENANCE SUPPLIES 190-182-999-5212 71.57
40404 11/14/96 001342 WAXIE SANITARY SUPPLY, BUILDING MAINTENANCE SUPPLIES 340-199-701-5212 111.65
40404 11/14/96 001342 WAXIE SANITARY SUPPLY, WRONG ITEM RETURN 190-182-999-5212 26.26-
40404 11/14/96 001342 WAXIE SANITARY SUPPLY, FLOOR SWEEPER DAMAGED 340-199-701-5212 146.58- 669.67
VOtJCHRE2 CITY OF TEMECULA PAGE 12
11/15/96 16:57 VOIJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40405 11/14/96 WEEKS, BILLIE REFUND:TENNIS 190-183-4982 20.00 20.00
40406 11/14/96 002109 WHITE CAP MISC. MAINTENANCE SUPPLIES 001-164-601-5218 7.24 7.24
TOTAL CHECKS 1,389,044.52
VOtJCHRE2 CITY OF TEMECULA PAGE 3
11/18/96 09:48 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
FUND TITLE AMOUNT
001 GENERAL FUND 674,684.39
165 RDA DEV- LOW/MOD SET ASIDE 1,704.53
190 COMMUNITY SERVICES DISTRICT 29,294.08
191 TCSD SERVICE LEVEL A 926.00
193 TCSD SERVICE LEVEL C 20,080.77
210 CAPITAL IMPROVEMENT PROJ FUND 264,648.19
280 REDEVELOPMENT AGENCY - CIP 80,434.14
300 INSURANCE FUND 14,934.83
310 VEHICLES FUND 23,480.88
340 FACILITIES 541.37
TOTAL 1,110,729.18
VOtJCHRE2 CITY OF TEMECULA PAGE 1
11/18/96 09:48 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOUCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40413 11/26/96 000126 CALIFORNIA LANDSCAPE MA OCT LDSC MAINT - PARKS 190-180-999-5415 19,651.37
40413 11/26/96 000126 CALIFORNIA LANDSCAPE MA OCT LDSC MAINT -SENIOR CENTER 190-181-999-5415 245.67
40413 11/26/96 000126 CALIFORNIA LANDSCAPE MA OCT LDSC MAINT - CRC 190-182-999-5415 1,692.53
40413 11/26/96 000126 CALIFORNIA LANDSCAPE MA OCT LDSC MAINT - CITY HALL 340-199-701-5415 496.37
40413 11/26/96 000126 CALIFORNIA LANDSCAPE MA OCT LDSC MAINT - MEDIANS 191-180-999-5415 926.00 23,011.94
40414 11/26/96 000442 COMPUTER ALERT SYSTEMS SECURITY SYSTEM-CITY HALL 210-199-650-5804 5,597.00
40414 11/26/96 000442 COMPUTER ALERT SYSTEMS FIRE SYSTEM MONITORING 340-199-701-5250 45.00 5,642.00
40415 11/26/96 002342 DARNELL & ASSOCIATES, I PROF SRVCS-PW96-09 TRAFFIC 001-164-602-5248 21,759.16
40415 11/26/96 002342 DARNELL & ASSOCIATES, I CREDIT:INCORRECT BILLING 001-164-602-5248 5,000.00- 16,759.16
40416 11/26/96 001056 EXCEL LANDSCAPE OCT LDSC MAINT SLOPE AREAS 193-180-999-5415 20,080.77
40416 11/26/96 001056 EXCEL LANDSCAPE OCT LDSC MAINT -RC SPORTS PK 190-180-999-5415 7,704.51 27,785.28
40417 11/26/96 002488 FULLER FORD 97 FORD SUPERCAB PICK-UP 310-1910 21,792.00
40417 11/26/96 002488 FULLER FORD TAX 310-1910 1,688.88 23,480.88
40418 11/26/96 002468 GENERAL CONSOLIDATED PRGS PMT #2 6TH ST PARKING 280-199-804-5804 41,204.00
40418 11/26/96 002468 GENERAL CONSOLIDATED C/O PMT #2 6TH ST PARKING 280-199-804-5804 438.43
40418 11/26/96 002468 GENERAL CONSOLIDATED RETENTION W/H PMT #2 6TH ST 280-2035 4,164.24- 37,478.19
40419 11/26/96 002129 GREAT WEST CONTRACTORS, PRGS PMT #10 PARKVIEW SITE 210-190-626-5804 112,818.27
40419 11/26/96 002129 GREAT WEST CONTRACTORS, C/O PRGS PMT #10 PARKVIEW 210-190-626-5804 5,902.03
40419 11/26/96 002129 GREAT WEST CONTRACTORS, RETENTION W/H PRGS PMT #10 210-2035 11,872.03- 106,848.27
40420 11/26/96 002499 L.D. KING, INC. SEPT PROF SRVCS-1-15 BRIDGE 280-199-602-5801 18,066.00 18,066.00
40421 11/26/96 002397 LANDMARK/CALIFORNIA STA RET #10 FOR GREAT WEST CONTR. 210-1035 11,872.03 11,872.03
40422 11/26/96 001007 N P G CORP. PALA RD/79(S) A.C. OVERLAY 001-164-601-5402 22,709.00 22,709.00
40423 11/26/96 001713 NORRIS-REPKE, INC. PROF SRVCS 1ST ST BRIDGE 280-199-807-5802 20,321.90 20,321.90
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES -GENERAL 001-130-999-5246 6,713.75
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES -GENERAL 001-130-999-5246 1,473.12
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES GENERAL 001-130-999-5246 4,192.90
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES GENERAL 001-130-999-5246 34.50
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES -GENERAL 001-130-999-5246 310.00
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES GENERAL 001-130-999-5246 87.50
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES-REDEV 280-199-999-5246 2,412.50
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES - CLAIMS 300-199-999-5246 2,010.45
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES - CLAIMS 300-199-999-5246 3,232.40
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES CLAIMS 300-199-999-5246 324.00
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES GENERAL 001-130-999-5246 1,716.00
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES -GENERAL 001-130-999-5246 1,550.75
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES - CLAIMS 300-199-999-5246 1,029.80
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES - CLAIMS 300-199-999-5246 5,527.61
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES - CLAIMS 300-199-999-5246 2,860.07
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES -REDEV 280-199-999-5246 624.55
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES-LOW MOD 165-199-999-5246 1,704.53
VOtJCHRE2 CITY OF TEMECULA PAGE 2
11/18/96 09:48 VOtJCHER/CHECK REGISTER
FOR ALL PERIODS
VOtJCHER/
CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM CHECK
NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT AMOUNT
40424 11/26/96 002412 RICHARDS, WATSON & GERS SEPT LEGAL SERVICES REDEV 280-199-999-5246 1,531.00
40424 11/26/96 002412 RICHARDS, WATSON & GERS CREDIT:PER CLAIM ADJUSTER 300-199-999-5246 49.50- 37,285.93
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5288 179,609.70
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5299 32,381.39
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5298 19,292.56
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5294 9,447.44
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5288 11,088.00
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5291 3,239.20
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5291 485.88
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5281 20,691.47
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5282 2,777.60
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 LAW ENFORCEMENT 001-170-999-5262 14,374.60
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 S.R.O. (K-8) 001-1230 3,239.20
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS 8/1-8/28/96 S.R.O. (HIGH) 001-1230 485.88
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5288 168,871.48
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5299 33,920.96
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5298 19,440.88
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5294 9,631.04
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5288 11,088.00
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5291 3,239.20
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5291 3,480.22
40425 11126/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-1230 3,239.20
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-1230 3,480.22
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5281 23,781.57
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5282 2,777.60
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5262 13,275.36
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 LAW ENFORCEMENT 001-170-999-5262 2.69
40425 11/26/96 000406 RIVERSIDE CO. SHERIFFIS SEPT 96 BOOKING FEES 001-170-999-5273 10,598.40 603,939.74
40426 11/26/96 000357 RIVERSIDE, COUNTY OF TR QTR 1 SIGNAL MAINT 96/97 001-164-602-5405 15,197.97 15,197.97
40427 11/26/96 000271 ROBERT BEIN, WM FROST & SEPT PROF ENG SRVCS I-15/79SO 210-165-662-5804 18,139.92 18,139.92
40428 11/26/96 002469 ROHN CONSTRUCTION, INC. PRGS PMT #1 CRC GENERATOR 210-190-139-5804 28,009.00
40428 11126/96 002469 ROHN CONSTRUCTION, INC. RETENTION W/H PMT #1 CRC GEN. 210-2035 2,800.90- 25,208.10
40429 11/26/96 000818 SIGNAL MAINTENANCE, INC SIGNAL @ RANCHO CAL RD/COSMIC 210-165-664-5804 22,246.50
40429 11/26/96 000818 SIGNAL MAINTENANCE, INC RETENTION W/H SIGNAL INSTALL 210-2035 2,224.65- 20,021.85
40430 11/26/96 002451 SKYTEC OCT PRGSS-CITY 14AINT FACILITY 210-190-144-5804 72,582.23
40430 11/26/96 002451 SKYTEC RETENTION W/H OCT PRGSS 210-2035 7,258.22- 65,324.01
40431 11/26/96 000420 TRANS-PACIFIC CONSULTAN SEPT PROF SRVCS-WESTERN BYPASS 210-165-612-5802 11,637.01 11,637.01
TOTAL CHECKS 1,110,729.18
REJISTE2 CITY OF TEMECULA PAGE 25
11/13196 16:29 LABOR DISTRIBUTION REGISTER
PERIOD 18
SYST DT DOCUMENT LINE TRAN DT DESCRIPTION ACCOUNT AMOUNT
11/12/96 LD11NOV08-07 19 11/08/96 340-199-701-512 2.87
OVERTIME WAGES 1 4 - 9 6
11/12/96 LD11MOV08-07 20 11/08/96 340-199-701-512 .38
OVERTIME WAGES ;to 001
DOCUM 100,540-45+ 1,665.67
#1 65-
11/08/96 1?40,817.22
lt677 - 56 +
11/12/96 CDLNOV 14-01 1 11/14/96 Paychecks 001-2010 41 90 - 1,975.54
ACCOUNTS PAYABL
11/12/96 CDINOV 14-01 2 11/14/96 Paychecks 001-2050 25s744 - 30 + 98,564.91
ACCRUED SALARII I$l 9 1 0
11/12/96 CDLNOV 14-01 3 11/14/96 Paychecks 190-2010 6 9 - 4 3 + 971.06
ACCOUNTS PAYABI
11/12/96 CDLNOV 14-01 4 11/14/96 Paychecks 280-2010 9 1 9 2 - 245.38
ACCOUNTS PAYARI 1 7 5 - 2 3 +
11/12/96 CDINOV 14-01 5 11/14/96 Paychecks 165-2050 ;$l 9 3 - 1,676.26
ACCRUED SALARII
11/12/96 CDINOV 14-01 6 11/14/96 Paychecks 280-2050 2)9 8 7 - 9 0 + 3,492.05
ACCRUED SALARII 91 9 4 -
11/12/96 CDLNOV 14-01 7 11/14/96 Paychecks 330-2010 33.53
ACCOUNTS PAYAB ljO65- 69+
11/12/96 CDLNOV 14-01 8 11/14/96 Paychecks 330-2050 S$2 8 0 - 828.91
ACCRUED SALARI 3#737- 43 +
11/12/96 CDLNOV 14-01 9 11/14/96 Paychecks 320-2050 2,925.05
ACCRUED SALARI 3 0 0
11/12/96 CDLNOV 14-01 10 11114/96 Paychecks 300-2050 6 1 5 - 1 4 + 615.14
ACCRUED SALARI st3 2 0
11/12/96 CDLNOV 14-01 11 11/14/96 Paychecks 165-2010 1.30
ACCOUNTS PAYAB 2#9 25 - 0 5 +
11/12/96 CDLNOV 14-01 12 11/14/96 Paychecks 190-2050 S$3 3 0 24,773.24
ACCRUED SALARI
11/12/96 CDINOV 14-01 13 11/14/96 Paychecks 340-2050 8 6 2 - 4 4 + 2,731.84
ACCRUED SALARI $$3 4 0
11/12/96 CDLNOV 14-01 14 11/14/96 Paychecks 193-2050 2,7 31 - 8 4 + 2,987.90
ACCRUED SALARI
11/12/96 CDINOV 14-01 15 11/14/96 Paychecks 192-2050 143,132-46* 175.23
ACCRUED SALARIQ4
11/12/96 CDLNOV 14-01 16 11/14/96 Paychecks 194-2050 1,065.69
ACCRUED SALARIES
11/12/96 CDINOV 14-01 17 11/14/96 Paychecks 191-2050 69.43
ACCRUED SALARIES
DOCUMENT TOTAL 143,132.46
11/14/96 DATE TOTAL 143,132.46
GRAND TOTAL 383,949.68
EXP TOTAL 240,817.22
REV TOTAL .00
G/L TOTAL 143,132.46
FILE WAS CLEARED SUCCESSFULLY
ITEI\4 3
APPROVAT,
CITY ATTORNEY
FINANCE OFFICER
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO:City Manager/City Council
FROM:Genie Roberts, Director of Finance
DATE:November 26, 1996
SUBJECT:Liability Insurance Renewal
PREPARED BY: Allie Kuhns, Senior Management AnalystA-
RECOMMENDATION: That the City Council approve the City of Temecula Liability
Insurance Policy Renewal with Insurance Company of the West for the period of
December 1, 1996 through December 1, 1997 in the amount of $98,852.
DISCUSSION: In anticipation of the City's Liability Insurance Policy with Insurance
Company of the West ('ICW') expiring on December 1, 1996, staff requested that the City's
liability insurance broker, Cal-Surance, market the City for liability insurance. In response to this
request, Cal-Surance obtained four proposals from the following companies in the amounts
listed:
Insurance Company of the West - Option I* $88,647
Insurance Company of the West - Option II' $98,852
Genesis Insurance Company - Option 1 $88,489
Genesis Insurance Company - Option 11 $98,450
Insurance Company of Pennsylvania $111,450
'ICW, the City's current insurance carrier, has provided two options with fixed premiums which
include vehicle liability/physical damage coverage. The first option is to continue the City's
current coverage of $5 million per occurrence and $9 million aggregate for a fixed premium of
$88,647. This premium is $3,283 lower than last year's quote of $91,930, even though the
City has increased its exposure through claims administration and the addition of City vehicles
during the 95-96 insurance period. The second option is for coverage to be increased to $10
million per occurrence and $14 million aggregate for a fixed premium of $98,852. Both of
these options cover the entire year, regardless of changes in the City's operating status.
Considering the City's current growth and increasing exposure, as well as the outstanding
premium offered, staff recommends that the City accept Option II.
Although Genesis Insurance Company's premium is slightly lower than ICW's premium for both
Options I and 11, Genesis has a lower aggregate of only $5 million for Option I and $1 0 million
for Option 11, compared to ICW's proposed aggregates of $10 million and $14 million for the
respective options. Additionally, Genesis Insurance Company's premium is subject to increases
within the period of coverage.
[CW has provided outstanding coverage in the past, despite the fact that in the four years of
coverage, ICW has paid over $410,000 in claims related fees and settlements. Please note that
in the past four years, the City has paid only $461,000 in premiums, for a loss ratio of 89%.
Based on the information provided herein, staff recommends that the City continue both liability
and automobile physical damage insurance coverage through ICW, under Option 11 for increased
coverage, for the period of December 1, 1996 through December 1, 1997.
FISCAL IMPACT: Adequate funds have been budgeted and are available in General
Fund Liability Insurance Account 300-199-999-5200 to cover the Option 11 in the amount of
$98,852.
Attachment: ICW Proposal
INSURANCE COMPANY OF THE WEST PROPOSAL
TERM:December 1, 1996 - December 1, 1997
FORMAT: Occurrence
NAMED INSURED: City of Temecula
Temecula Community Services District
Redevelopment Agency of the City of Temecula
Old Town Westside Community Facilities District Financing Authority
Temecula Public Facilities Financing Corporation
SELF-INSURED RETENTION ISIR): $50,000
CnVFRAr,F PREMIUM
GENERAL LIABILITY INSURANCE $ 92,205
BASE LIMITS/COVERAnF
MUNICIPAL GENERAL LIABILITY INCLUDED
$6,000,000 per occurrence excess over SIR;
$10,000,000 aggregate
PUBLIC OFFICIAL'S ERRORS & OMISSIONS INCLUDED
$6,000,000 per occurrence excess over SIR;
$6,000,000 aggregate
MUNICIPAL AUTOMOBILE LIABILITY INCLUDED
(Owned, Non-Owned, & Hired Automobile)
$6,000,000 per occurrence excess over SIR;
$10,000,000 aggregate
EXCESS LIMITS/COVERAGE
MUNICIPAL GENERAL LIABILITY INCLUDED
$4,000,000 aggregate
PUBLIC OFFICIAL'S ERRORS & OMISSIONS INCLUDED
$4,000,000 per occurrence excess, over underlying
$4,000,000 aggregate
MUNICIPAL AUTOMOBILE LIABILITY INCLUDED
$4,000,000 per occurrence excess, over underlying
No aggregate
TOTAL BASIC LIABILITY INSURANCE COST $ 92,90@gi
AUTOMOBILE PHYSICAL DAMAGE ENDORSEMENT 6,647
TOTAL LIABILITY INSURANCE COST $
EI\4 4
1
APPROVAL
CITY ATTORNEY
FINANCE DIREC
CITY MANAGERI
CITY OF TEMECULA
AGENDA REPORT
TO: City Council/City Manager
FROM: Joseph Kicak, Director of Public Works/City Engineer
DATE: November 26, 1996
SUBJECT:Accept Public Improvements in Tract No. 24135-1. (Northwesterly corner
of Pio Pico Road at Margarita Road)
PREPARED BY: Albert Crisp, Permit Engineer
RECOMMENDATION:
City Council ACCEPT the Public Improvements in Tract No 24135-1, AUTHORIZE the initiation
of the one-year warranty period, reduction of the Faithful Performance Street and drainage,
and Water and Sewer security amounts and release the Subdivision Monumentation and Traffic
Signalization Mitigation securities, ACCEPT substitute securities for Faithful Performance
Warranty and Labor and Materials, and DIRECT the City Clerk to so advise the Developer and
Sureties.
BACKGROUND:
On May 14, 1991, the City Council approved Tract Map No. 24135-1, and entered into
subdivision agreements with:
Bedford Development Company, a California Corporation
for the improvement of streets and drainage, installation of sewer and water systems,
subdivision monumentation and traffic signalization mitigation fees. Accompanying the
subdivision agreements were Instruments of Credit posted by Butterfield Financial Corporation
in the following amounts:
1 $1,308,000 ($978,500, $132,000, and $197,500, respectively) to cover faithful
performance for streets and drainage, and water and sewer improvements.
2.$654,500 ($489,500, $66,000, and $99,000, respectively) to cover labor and materials
for streets and drainage, and water and sewer improvements.
3.$35,500 to cover subdivision monumentation.
4. $14,400 to cover traffic signalization mitigation fees.
R:\AGDRFn96\1126\TR241351.ACC
Staff has inspected and verified the public improvements. Eastern Municipal and Rancho
California Water Districts have accepted their items of work. Public Works Staff therefore
recommends acceptance of the public improvements, reduction in Faithful Performance security
amounts to the ten-percent warranty level, and initiation of the one-year warranty period.
Therefore it is appropriate to reduce the Faithful Performance security amount as follows:
Streets, water and sewer improvements $1,177,200
The Faithful Performance warranty security amount will be maintained in the following amount:
Streets, water, and sewer improvements $ 130,800
The developer has submitted substitute securities bonds in the appropriate amounts, with the
Aetna Casualty and Surety Company as surety, as follows:
Bond No. 100869980-96-035 in the amount of $130,800 for faithful performance
warranty.
Bond No. 100869980-96-034 in the amount of $654,500 for labor and materials.
The subdivision monumentation requirements have been and Staff therefore recommends the
release of the following security:
Instrument of credit in the amount of $14,100 for subdivision monumentation
The affected streets are being accepted into the City Maintained-Street System by City Council
Resolution No. 96- at this time. The streets within the subdivision to be accepted are Calle
Redondela, Corte Sagunto, and portions of Corte Cabral, Calle Vimianzo, Pio Pico, Via Barrozo,
and Margarita Road. Margarita Road in this reach was a part of the County Maintained-Road
System prior to incorporation and became a portion of the City Maintained-Street System by
succession on December 1, 1989.
FISCAL IMPACT:
None
ATTACHMENTS@
Location Map
Substitute Securities (On file)
R:\AGDRM96\1126\TR241351.ACC
i5UTTE12FIE'- ,5TAr,E 00 0
VlClt4lTY A,4AP
Tract No. 24135-1
Location Map
NOTE: MAPS NOT TO SCALF,
ITEI\4 5
APPROVAL
CITY ATTO@
FINANCE DI
CITY MANA
CITY OF TEMECULA
AGENDA REPORT
TO: City Council/City Manager
FROM: Joseph Kicak, Director of Public Works/City Engineer
DATE: November 26, 1996
SUBJECT:Accept Public Improvements in Tract No. 24135-3. (Southeasterly
corner of Santiago Road at Margarita Road)
PREPARED BY:
RECOMMENDATION: Igo
City Council ACCEPT the Public Improvements in Tract No 24135-3, AUTHORIZE the initiation
of the one-year warranty period, reduce the Faithful Performance Street, and Water and Sewer
Bond amounts, release the subdivision monumentation bond, ACCEPT substitute bonds, and
DIRECT the City Clerk to so advise the Developer and Surety.
BACKGROUND:
On January 11, 1994, the City Council approved Tract Map No. 24135-3, and entered into
subdivision agreements with:
KRDC, Inc.
27755 Ynez Road, Suite 202
Temecula, CA 92591
for the improvement of streets and drainage, installation of sewer and water systems, and
subdivision monumentation. Accompanying the subdivision agreements were Bonds posted by
Butterfield Financial Corporation in the following amounts:
1Bond No. 3S 749 225 00 in the amount of $447,500 ($308,000, $69,500, and
$70,000, respectively) to cover faithful performance for streets and drainage, and
water and sewer improvements.
2.Bond No. 3S 749 225 00 in the amount of $223,750 ($154,000, $34,750, and
$35,000, respectively) to cover labor and materials for streets and drainage, and water
and sewer improvements.
3.Bond No. 3S 749 227 00 in the amount of $35,500 to cover subdivision
monumentation.
Albert Crisp, Permit Engineer
R:\AGDRYM1126\TRZ41353.ACC
Staff has inspected and verified the public improvements. Eastern Municipal and Rancho
California Water Districts have accepted their items of work. Public Works Staff therefore
recommends acceptance of the public improvements, reduction in Faithful Performance Bond
amounts to the ten-percent warranty level, and initiation of the one-year warranty period.
Therefore it is appropriate to reduce the Faithful Performance Security amount as follows:
Streets and drainage, and water and sewer improvements $402,750
The Faithful Performance warranty security amount will be maintained in the following amount:
Streets and drainage, and water and sewer improvements $ 44,750
The developer has submitted substitute bonds in the appropriate amounts, with The Aetna
Casualty and Surety Company as surety, as follows:
Bond No. 10869980-96-036 in the amount of $44,750 for faithful performance
warranty.
Bond No. 10869980-96-037 in the amount of $223,750 for labor and materials.
The subdivision monumentation has been completed and Staff therefore recommends release
of the following bond-
Bond No. S 749 227 00 in the amount of $35,500 for subdivision monumentation.
The affected streets are being accepted into the City Maintained-Street System by City Council
Resolution No. 96- at this time. The streets within the subdivision to be accepted are Via
Alcorisa, Corte Esparza, Corte Cardenas, Corte Avalos, and portions of Via Barrozo, Corte
Cabral, Calle Cataido, Santiago Road, and Margarita Road. Margarita Road in this reach was a
part of the County Maintained-Road System prior to incorporation and became part of the City
Maintained-Street System by succession on December 1, 1989.
FISCAL IMPACT:
None
ATTACHMENTSE
Location Map
Substitute Bonds (On file)
2 R:%AGDRPr\96%1 l@1353.ACC
vleIA(Iry mAp
Tract No. 24135-3-
Location Map
NOTE: MAPS NOT TO SCALE
ITEIA 6
APPROVAL
CITY ATTORNEY
FINANCE DIRECTO
ITY MANAGER@
CITY OF TEMECULA
AGENDA REPORT
TO: City Council/City Manager
FROM: Joseph Kicak, Director of Public Works/City Engineer
DATE: August 13, 1996
SUBJECT:Acceptance of Public Streets into the City Maintained-Street System
(Within Tracts No. 24135-1 and 24135-3). (Easterly of Margarita Road
between Pio Pico Road and Santiago Road)
PREPARED BY: Mt Albert K. Crisp, Permit Engineer
RECOMMENDATION: ly
City Council adopt a resolution entitled:
RESOLUTION NO. 96--
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA, CALIFORNIA, ACCEPTING CERTAJN PUBLIC STREETS
INTO THE CITY MAINTAINED-STREET SYSTEM (WITHIN TRACTS
NO. 24135-1 AND 24135-3)
BACKGROUND:
The City Council approved Tracts No. 24135-1 and 24135-3 on May 14, 1991, and January
1 1, 1994, respectively, and entered into Subdivision Improvement Agreements for construction
of street and drainage, and water and sewer improvements with Bedford Development
Company, a California Corporation and a successor, KRDC, Inc., respectively.
The City Council accepted the public improvements for both tracts on November 26, 1996, and
initiated the faithful performance warranty period.
The public streets now being accepted by this action are as follows:
Tract No 24135-1: Calle Redondela, Corte Sagunto, and portions of Corte Cabral, Calle
Vimianzo, Pio Pico, and Via Barrozo. (Margarita Road was already in the County
Maintained-Road System prior to City incorporation and became part of the City
Maintained-Street System by succession of December 1, 1989).
Tract No. 24135-3: Via Alcorisa, Corte Esparza, Corte Cardenas, Corte Avalos, and
portions of Via Barrozo, Corte Cabral, Calle Cataido, and Santiago Road(Margarita
Road was already part of the County Maintained-Road System prior to City incorporation
and became part of the City Maintained-Street System by succession on December 1,
1989).
IL-\AGDRM%\1126\TR241351.3)0
FISCAL IMPACT:
Periodic surface @I(x structural maintenance will be required every 5 to 8 years.
ATTACHMENTSE
Resolution No. 96- with Exhibits 'A-B", inclusive.
IL-\AODRM%kII26\@1351.3M
RESOLUTION NO. 96-
A RESOLUTION OF TJHE CrrY COUNCIIL OF THE CrrY
OF TEMECULA, CALHORNIA, ACCEPNNG CERTAIN
PUBUC STREE]RS PM TJOE CrrY MAINTAINED-STREET
SYSTEM (WITB[IN TRACTS NO. 24135-1 AND 24135-3)
THE CrrY COUNC]IL OF TBE CrrY OF DOES RESOLVE, JOEI AND
ORDER AS FOLLOWS:
, @ City of Teffiecula accepted offer of dedication of certain lots for pubhc
road and public uuhty purposes made by Bedford Development Company, a Cahfonna
Corporation, and a successor, ICRDC, Inc. with the recordation of Tract Maps No. 24135-1 and
24135-3, respectively; and,
, @ City of T the improvements wi@ Tracts No 24135-1
and 24135-3 on November 26, 1996.
NOW9 RE9 BE rr RESOLVED, that the City Council of the City of
Thereby accepts mto the City Mmn@-SUW System those or portions of streets
offeredto and accepted by the City of Temecula described in Exhibits 'A' and 'B' attached
hereto.
PASSED, AFFROVED, AND ADOPRM. by the City C@ of the City of Te
at a regular meeting held on the 26th day of November, 1996.
Karel F. Lindemans, Mayor
A=T:
S.Greek, City Clerk
IL-@Di"%XII26\TR241351.3M
[SEAL]
STATE OF CALIFORNIA
COUNTY OFI]DE ss
CrrY OFUIA
I, June S. Greek, City Clerk of the City of Temecula, Califomia, do hereby certify dW
Resolution No. 96- was duly and regularly adopted by the City Council of the City of
Temecula at a regular thereof held on the 26th day of November, 1996, by the following
vote:
AYES:0 COUNCIIL ERS:
NOES:0 COUNCIIL ERS:
ABSENT:0 COUNC]IL ERS:
ABSTAIN: 0 COUNC]ILMEM13ERS:
IL-\AGD@%\ I 126\TF.241351.3MS
EXII]Brr RAN TO RESOLUTION NO. 96-
Accepting the publk
offered to and accepted by the City
of Temecula as indicated on Tract @ps No. 24135-1 and 24135-
39 and accepting subject public Into the City M&tained-
Street System as described below:
A. Those lots described as Lots 'Al through 'HI inclusive, as
shown on Tract Map No. 24135-1. rded 24 May 1991, in Book
232 of Maps, Pgs 21-30 Incl., further described as follows:
Lot "AN* Portion of @arita Road
W "B" Portion of Pio Pico Road
][A OCR CaRe Redondela
Lots ND" & OEO Corte Sagunto
IA NFN Corte Cabnd
]LA "Gm Portion of CaRe Vhnianzo
][A OHN Portion of Via Barrozo
B. Those lots described as lats 'Al through "I' as shown on
Tract @p No. 24135-3, rded 12 January 1994, in Book 247 of
@ps, Pgs 20-30 llncl., further described as follows:
W "AN*Portion of Margarita Road
][id "B"Portion of Santiago Road
W "CmVia Alcorisa
IA "DuCorte Esparza
Lot "ENPortion of Via Barrozo
Lot "F"Corte Cardenas
Lot 'G:Corte Avalos
W OHPortion of Code Cabnd
w urPortion of CaRe CaWdo
ta ftW was a Nft of the County Maintaineci-@ System prior tD City incorporation
and became part of the City Maintained-Sftd System by succession on December 1, 1989.
IL-%AGD@M1126%TM41351.3)0
EXHIBrr "B" TO RESOLUTION NO. 96-
SUBJECT ACCEPTANCE-PUBLIC STREETS MO THE CrrY
NMINTAINED-STREET SYSTEM AS @ICATED BELOW:
ROAD
SRAGE 242
VICI#VITY MAP
LEGEND
STREETS OR PORTIONS OF STMETS
TO BE ACCEPTED WTO CffY
MAINTAINED-STREET SYSTEM
NOTE:MAPS NOT TO SCALE
E?A 7
APPROVAL
CITY ATTORNEY
FINANCE
6@RE
Y MANAGER@
CITY OF TEMECULA
AGENDA REPORT
TO: City Council/City Manager
FROM: Joseph Kicak, Director of Public Works/City Engineer
DATE: November 26, 1996
SUBJECT:Accept Public Improvements in Parcel Map No. 23472 (Northwest corner
Margarita Road at Rancho California Road)
PREPARED BY:
Albert K. Crisp, Permit Engineer
RECOMMENDATION: 49
That the City Council ACCEPT public improvements in Parcel Map No. 23472, AUTHORIZE
release of the faithful performance, labor and material, and subdivision monumentation bonds,
and DIRECT the City Clerk to so advise the Clerk of the Board of Supervisors, the developer,
and the surety.
BACKGROUND:
On November 14, 1989, the Riverside County Board of Supervisors entered into subdivision
agreements with:
Bedford Development Company
27555 Ynez Road, Suite 202
Temecula, CA 92591
for the installation of private storm drain system, public sidewalk, driveway improvements, and
median island construction, and subdivision monumentation in Parcel Map No. 23472. The
bonds were posted by Lumbermens Mutual Casualty Company as follows:
Bond No. 3S 740 388 00 in the amount of $1,352,000 to cover private storm drain
system and public improvements.
Bond No. 3S 740 399 00 in the amount of $676,000 to cover labor and materials for
private storm drain system and public improvements.
Bond No. 3S 740 389 00 in the amount of $5,500 to cover subdivision monumentation.
R:\AGD@96\1126\PM23472.
The private storm drain system was constructed by the developer in accordance with the
approved plans and certified by the Consultant Construction Manager approved by the Riverside
County Flood Control & Water Conservation District (DISTRICT). On September 26, 1995, the
City Council authorized the recommendation of reduction of the portion of the Faithful
Performance bond assuring the construction of the private storm drain system as follows:
Private Storm Drain System. $1,300,000
The remaining Faithful Performance bond amount was retained for the completion of the street
improvements:
Public sidewalk and other improvements. Bond No 3S 740 388 00 $52,000
The subdivider was required to post a Labor and Material bond to assure payment to suppliers
and workers. No claims for either labor or materials were filed with the City or County or
disclosed in the title report for the recent sale of the Palomar Village Center or subsequent to
the City Council action acknowledging completion. On October 10, 1995, the City Council
acted on Staff's recommendation and authorized the release of the Labor and Material Bonds
for that portion covering the private storm drain system only as follows:
Private Storm Drain System: Bond No. 3S 740 399 00 $650,000
The remaining Labor and Material bond amount was retained to assure payment of any claims
for labor and materials following City Council acceptance of the public improvements:
Public Sidewalk and other improvements. Bond No. 3S 740 399 00 $26,000
Sidewalk and driveway approach around the perimeter of this development (Palomar Village)
have been constructed for several years with some repairs/replacement as appropriate. This
work and median island construction in Margarita Road were all that remained in September
1995. The median island was modified to meet Temecula Community Services Department
requirements which substituted landscaped/irrigated facilities. Public Works staff therefore
recommends the acceptance of this portion of the work and the release of all faithful
performance and labor and material bonds as there have been no claims made against the
developer for labor and/or materials, as follows:
Faithful Performance for Public Sidewalk, etc. Bond No. 3S 740 399 00 $52,000
Labor and Material for Public Sidewalk, etc. Bond No. 3S 740 399 00 26,000
The subdivision monumentation was confirmed following completion of the sidewalk and
related repairs. Therefor, Staff recommends that the following bond be released:
Subdivision Monumentation: Bond No. 3S 740 389 00 $5,500
The affected streets, portions of Margarita Road and Rancho California Road, are already part
of the City Maintained-Street System through succession to the County of Riverside upon City
Incorporation on December 1, 1989.
FISCAL IMPACT:
None
Attachment:
Location Map
R:XAGD@96XI126\PM23472.
sa
Id
ZO@
IIL
514SET 4
N.AP
'e, w 40, CB
V7PO7'05-W 30'
Lor 'A'
ROAD 'YI7.74'
f CANCI.10 (M78'O7'05'W 1OZ3-84) C,4LIFORNIA
VICINITY MAP
'VOT ?'O SC.4LEPARCEL MAP NO. 23472
Location Map
. ITEA4 8
I
APPROVAL
CITY ATTORNEY
FINANCE OFFICQ
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: City Clerk/Director of Support Services
DATE: November 26, 1996
SUBJECT:Award of Contract for P.C. Workstations
RECOMMENDATION:
1 .Award a contract for P.C. workstations to Valley Micro Computers in the amount
of $2,107.78 per unit, including sales tax, for a total purchase amount of
$50,486.
2.Authorize the Mayor and City Clerk to execute all necessary agreements.
3.Appropriate $1 2,000 to the Depreciation Expense Account in the Information
Systems Internal Services Fund.
BACKGROUND: The City recently completed a Request for Proposal (RFP) . A total of
twelve proposals were received and reviewed. The bids ranged from a low of $1,972.90 from
CompUSA San Marcos to a high of $2,843.25 submitted by MCS Electronics of Temecula.
Thirty-two RFP packets mailed and the following twelve vendors responded:
Vendor Per Unit Quote
CompUSA, San Marcos $1,631.00 plus tax
Valley Micro Computers, Temecula $1,956.18
New Technologies, Santa Fe Springs $1,985.00
Western Data, Riverside $1,990.00
Golden State Trading, Brea $2,087.00
Omni Data, Riverside $2,090.00
CompuMania, Pasadena $2,125.00
4 Tech Computer Co, Lake Elsinore $2,232.16
LPS Computer Services, Escondido $1,945.00
CSCI, Inc., San Diego $2,569.00
Desktop Solutions $2,622.24
M.C.S. Electronics, Temecula $2,638.75
R:%agenda. rptcom puter. rf p
Agenda Report
RFP for PC Workstations
Page 2.
Although Comp USA submitted the lowest quote, they are unable to comply with the full three
year warranty on labor which was called for in the specifications of the RFP and as a result
staff agreed the bid did not meet all requirements. Valley Micro Computers provided the next
lowest quote. They are a well-established, local vendor who meets all the technical and
warranty requirements of the RFP.
At the time we sent out the RFP's we anticipated purchasing an additional 22 units, however
presently the Information Systems Division of Support Services has received requests for 24
units.
FISCAL IMPACT:
$50,486.72 for the required 24 units.
ATTACHMENTS:Request for Proposal Scope of Work - Valley Micro Computers
Equipment Purchase Agreement
The cost per unit including sales tax is $2,107.78 for a total of
R:kagenda. rptcom puter. rfp 2
EXHIBIT A
CITY OF TEMECULA
REQUEST FOR PROPOSAL
SCOPE OF WORK/PROPOSAL SHEETS
PART 1: EQUIPMENT SPECIFICATIONS
Personal Computer Workstation, Mini-Tower Case w/250+ watt power supply
Intel 166MHz Pentium Processor
32MB EDO RAM (72 pin SIMM)
512kb pipeline Burst Cache
Flash BIOS
Built-in PCI Master IDE controller and floppy controller
Built-in two high-speed UARTS serial ports and Multimode parallel port for Standard,
Enhanced (EPP) and high speed (ECP) i-,-;odes
IGB EIDE hard drive
3.5" 1.44 floppy drive
Trident PCI 64-bit graphics accelerator (2MB)
Microsoft Serial Mouse
Microsoft Natural Keyboard
17", 128OxlO24NI, .26mm Color SVGA Monitor w/tilt & swivel base
3Com Etherlink III IOBASE-T Adapter 3C509B-TP
MSDOS 6.22/Windows for Workgroups
APC Power Back-UPS 400VA
Three year parts and labor warranty
NOTE:All systems must be fully compatible with the City's existing Novell 4.1
Ethernet Network systems and be EPA Energy Star compliant.
PART Ile. PRIC@
ITEM QTY UNIT PRICE TOTAL PRICE
Computer equipment per 22
specifications outlined above
Z1,31
Delivery IVI,4
Labor lvllq
Subtotal 03@.
Sales Tax 3-33@
Other Costs (please identify)
TOTAL PRICE
960831 1 1 OS&ODO06 tid 1480196 0
5
EXHIBIT B
EQUIPMENT PIIRCHASE AGREEMMI
This Purchase Agreement ("Agreement") is made as of 12
1?96, by and between the City of Temecula ("City"), a municipal corporation, and
V@ iq t@ @ py("Vendor"). In consideration of the mutual covenants and promises
contained herein, theparties agree as follows:
1.Purchase nnd Sale of EQuipment. On and subject to the terms and
conditions set forthin this Agreement and the Contract Documents, Vendor agrees to sell and
deliver to City a @u@ //,e, e, as more particularly described in
Exhibit A, Description of Equipment, attached hereto and incorporated herein as though set
forth in full (hereafter "Equipment").
2.Purchase Pdce. The Purchase Price which City agrees to pay to
swe@
Vendor for the Equipment is Fo@si)c @v@,o Liollars oo),Y( o 3
The Purchase Price is final and shall be paid by City to Vendor in accordance with the
following schedule: 4r P@s [Add additional language regarding unit
pricing (f applicable.]
3. 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 and performance of this
Agreement, except for such as have been obtained on or prior to the date
hereof. The execution, delivery 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 012eratini? Conditign. Vendor has good and marketable
title to all of the Equipment. 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 that City is purchasing the Equipment
for use as and that City is relying on Vendor's
warranties that the Equipment is fit for this purpose and the ordinary purposes
for which the Equipment is normally used.
@29 1 1 09 1480191 0 - 7 -
11. Indemnirication. Vendor agrees to defend, indemnify, protect and hold
harmless the City, its officers, officials, employees, agents and volunteers from and against
any and 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.
12.Contract Documents,
d. This Agreement includes the following documents, which are by
this reference incorporated herein and made a part hereof: (1) Request for
Proposal dated IJoy@my /@' , 1996, attached hereto as Exhibit B; (2)
Vendor's response to the Request for Proposal dated IVey@@ /->I
1996, attached hereto as Exhibit C, except for
e. 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.
f. 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
over the RFP and the Vendor's Response to the RFP, and the RFP shall prevail
over the Vendor's Response to the RFP.
13. Remedies. The remedies and rights conferred on the City by this
Agreement are in addition to and cumulative with all other remedies and rights accorded the
City under law or equity.
14. Survival of Representations and Warranties. All representations,
warranties, covenants and agreements of the parties contained in this Agreement shall survive
the execution, delivery and performance of this Agreement.
15. Legal Responsibil*ties, 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 by failure of the Vendor to
comply with this section.
16. Assignment. This Agreement may not be assigned by Vendor without
the express written consent of City. This Agreement shall be binding on, and shall inure to the
benefit of, the parties to it and their respective heirs, legal representatives, successors and
assigns.
17. Severab*lity. If any provision of this Agreement is held invalid or
unenforceable by any court of final jurisdiction, it is the intent of the parties that all other
"-"'@19 11096-00001 3&s 1480191 0 - 9 -
provisions of this Agreement be construed to remain fully valid, enforceable, and binding on
the parties.
18. Entire Ai!reement; Modiricat6on; Waover, This Agreement,
constitutes the entire agreement between the parties pertaining to the subject matter hereof and
thereof and supersedes all prior and contemporaneous agreements, representations and
understandings of the parties, whether oral or written. No supplement, modification or
amendment of this Agreement or the Contract Documents shall be binding unless executed in
writing by all the parties. No waiver of any of the provisions of this Agreement or the
Contract Documents shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver.
19. Not*ces. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given, or on the third
business day after mailing if mailed to the party to whom notice is to be given, by first class
mail, registered or certified, postage prepaid, or on the first business day after being deposited
with an overnight carrier for delivery the next business day, and properly addressed as
follows:
To Vendor at: (emo
eo, /0 4
@;?rvo
To City at: City of Temecula
43200 Business Park Drive
P.O. Box 9033
Temecula, California 92589-9033
Attn: City Manager
Any party may change its address for purposes of this paragraph by giving the
other parties written notice of the new address in the manner set forth above.
20. Effects of HeadinL7s. The subject headings of the sections and
subsections of this Agreement are included for convenience only and shall not affect or be
considered in the construction or interpretation of any of its provisions.
21. Governing I,,,iw. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of California as applied to contracts that are
executed and performed entirely in California.
960829 11086-00001 &as 1480191 0 - 10 -
I
i
EI\4 9
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in
this meeting, please contact the office of the City Clerk (909) 694-6444. Notification 48 hours prior to
a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting
[28 CFR 35.102.35.104 ADA Title II]
AGENDA
TEMECULA CITY COUNCIL
A REGULAR MEETING
CITY COUNCIL CHAMBERS
43200 BUSINESS PARK DRIVE, TEMECULA
NOVEMBER 26,1996 7:00 PM
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At approximately 9:45 PM, the City Council will determine which of the remaining
agenda items can be considered and acted upon prior to 1 0:00 PM 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 PM.
Next in Order:
Ordinance: No. 96-21
Resolution:No. 96-133
CALL TO ORDER:Mayor Karel Lindemans presiding
Invocation:Reverend James Egea, Church of Religious Science of Temecula Valley
Flag Salute:Mayor Pro Tem Birdsall
ROLL CALL:Birdsall, Ford, Roberts, Stone, Lindemans
PRESENTATIONS/Presentation by Western Riverside Council of Governments -
PROCLAMATIONS'Draft Comprehensive Transportation Plan" Western
Riverside County
R:\Agenda\l 1 2696 1
ORDINANCE NO. 96-19
AN ORDINANCE OF THE CrrY COUNC]IL OF THE CffY OF
TEMIECULA AMENDING C 17 OF THE CULA
MUNICIPAL CODE TO MAKE TYPOGRAPHIC AND OTBER Mlt4OR
CHANGES TO THE DEVELO CODE
THE CITY COUNCIL OF THE CITY OF TEMECULA, STATE OF CALIFORNIA,
DOES HEREBY ORDAIN AS FOLLOWS:
Section 1. Finding-.- The City Council of the City of Temecula hereby makes the
following findings:
A.That Section 65800 of the Govemment Code provides for the adoption and
administrationof zoning laws, ordinances, rules and regulations by cities to implement such
general plan asmay be in effect in any such city; and
B.That there is a need to amend the Development Code to ensure its clarity and
completeness;and
C.That this Ordinance complies with all the applicable requirements of State law and
local ordinances.
Section 2. The following minor typographic effors and incorrect Code references of
Chapters 17.01 through 17.34 of the Temecula Municipal Code are hereby amended to read as
follows:
A. Section 17.02.010/Table 9.02(a) Relabel as Table 17.02(a).
B. Section 17.02.020/Table 9.02(b) Relabel as Table 17.02(b).
C. Section 17.02.030 Fill in the date blank with 'December 19, 1995
D. Section 17.03.010/Table 9.03a Relabel as Table 17.03(a).
E. Section 17.03.020(a)(4) At the end of this item, amend Code reference from
"17.01" to "17.03.090".
F. Section 17.03.060 (c)(3) At the end of this item, amend Code reference from
"17.03" to "17.03.090".
Ords\96-19
G. Section 17.03.060(e) Replace the word 'Action' with 'Decision' in the title and
amend this section to read as follows: 'Notice of decision upon an application for a Minor
Exception shall be in accordance with Section 17.03.040(e) of this Development Code."
H.Section 17.03.090(i) At the end of this item, amend Code reference from
'17.03.040(f)'to '17.04.040(f)'.
I.Section 17.04.010(a) Replace the code reference in the second sentence of the
second paragraph from '17.03. 100" to " 17.03.090".
J. Section 17.04.010(f) Replace the word 'Action' with 'Decision" in the title and
wnend this section to read as follows: 'Notice of decision upon an application for a Conditional
Use Permit shall be in accordance with Section 17.03.040(e) of this Development Code."
K. Section 17.04.020 (c) At the end of this item, amend Code reference from
"17.03.100" to "17.03.090".
L. Section 17.04.020(f) At the end of this item, amend Code reference from
"17.03.090" to "17.03.080".
M.Section 17.04.030(a) In line two, replace "to those which" with 'that".
N. Section 17.04.030(d)(2) In line two, after the words "is likely" add "to be".
0.Section 17.04.030(e) At the end of this item, amend Code reference from.
1117.03.09011to 1117.03.080".
P. Section 17.04.040 (c) At the end of this item, amend Code reference from
"17.03.100" to "17.03.090".
Q. Section 17.04.040 (e) At the end of this item, amend Code reference from
"17.03.100" to "17.03.090".
R. Section 17.04.040 Relabel the second section 17.04.040 '(f)" to "(h)" and
amend the Code reference from '17.03.090" to " 17.03.080'.
S. Section 17.04.040(g) Replace the word 'Action' with 'Decision" in the title and
amend this section to read as follows: 'Notice of decision upon an application for a Variance shall
be in accordance with Section 17.03.040(e) of this Development Code.'
T. Section 17.05.010(e) Replace the word 'Action' with 'Decision" title and amend
this section to read as follows: 'Notice of decision upon an application for a Development Plan
shall be in accordance with Section 17.03.040(e) of this Development Code.'
Ords\96-19 2
U. Section 17.05.010(i) At the end of this item, amend Code reference from
"17.03.090" to "17.03.080".
V. Section 17.05.020(b) Delete " reviewed by the approval body" from the end of the
last sentence.
W. Section 17.05.020 (c) At the end of this item, amend Code reference from
"17.03.020" to "17.03.030".
X. Section 17.05.020 (i) At the end of this item, amend Code reference from
"17.03.090" to "17.03.080".
Y.Section 17.06.030/Table 17.06(a) Replace the '-*' for Duplex (two-family
,_2,,
dwellings) in the L-1, L-2, and LM Zones with the following symbol
Z.Section 17.06.030/Table 17.06(a) Replace the unnumbered '*" footnote with the
following: '2 A Duplex or two family dwelling may be permitted on comer lots with a Planned
Development Overlay pursuant to the provisions of Chapter 17.22. "
AA. Section 17.06.050/Table 17.06(e) Add the words "and air conditioning units'
after the word 'Chimneys'.
BB. Section 17.06.050(e) At the end of the first sentence, add 'or building" after
"property line".
CC. Section 17.06.060(b)(3) Amend this subsection to read as follows: 'Street trees
shall be planted along all sumts m residential areas. On any street, at least one (1) street tree shall
be provided at the front of each residential lot and m street side yard, slope, landscape, and similar
areas, at least (1) street tree per forty five (45) linear feet of street shall also be provided."
DD. Section 17.06.070/Table 17.06(e) Should be relabeled as Table 17.06 (f).
EE.Throughout Title 17 Change all references from "HTC" to "HT".
FF.17.08.040/Tible 17.08 (b) Add the following lines from Table 17.08(c) to Table
17.08(b): 'Interior Side Yard, Rear Yard, and Accessory Structure" between "Yard Area adjacent
to a street' and 'Yard Areas adjacent to a residentially zoned property'.
GG. Section 17.08.050(g)(2)(b) At the end of this item, amend Code reference from
"17.03.100" to "17.03.090".
HH. Section 17.08.050(i)(1) Between 'be and 'screened' in the second sentence
Ords\96-19 3
add "located on appropriate paving and be'
11. Section 17.08.050(m)(1) Add the word 'be' between "shall' and 'required".
JJ. Section 17.08.060(d)(1) Replace the first sentence with the following:
"Setback areas that are not used for vehicular and pedestrian access shall be landscaped."
KK. Section 17.08.070frable 17.08(e) Should be relabeled as Table 17.08(d).
LL. Section 17.16.020(b) At the end of this item, amend Code reference from
"17.03.100" to "17.03.040".
MM. Section 17.18.020(b) Replace the second sentence of this subsection with the
following: 'Notice of hearings shall be given pursuant to the requirements of Section 17.03.040
of the Development Code".
NN. Section 17.22.060 Delete the second "by the same procedure" in the second
sentence.
00. Section 17.24.020(b) Replace the word "site" with "development" in the first
sentence.
PP. Section 17.24.020(b) At the end of this item, amend Code reference from "Section
17.03.020" to -Chapter 17.05".
QQ. Sectionl7.24.020(d)(1)(h) Inhnetwo,change"11.2tons"to"11/2 tons".
RR. Section 17.24.020(d)(4) (c) In the fourth 0, replace "; or" with
SS. Sections 17.24.030(a) and 17.24.030(b) At the end of these items, amend the
Code references from '17.24.010(e)" to "17.24.020(e)".
TT. Section 17.24.050 (c) Between 'parking spaces' and 'and' add the
following:', recreational vehicle storage areas, material storage yards,".
UU. Section 17.24.060 (c) In the first sentence, replace the table reference from
"17.24(c)' to "17.24(a)'.
VV. Section 17.26.025 (e) At the end of this item, amend Code reference from
"17.03.100" to "17.03.090".
WW. Section 17.34(s) In the definition of Secondary Dwelling Unit, delete the
second sentence of the definition that reads: "The floor space of an attached Secondary Dwelling
Ords\96-19 4
Unit may not exceed @ (30) percent of the floor area of the living space of the primary
residence nor shall the floor space of a detached second unit exceed one thousand two hundred
(1,200) square feet."
XX. Section 17.06.050(m)(3) Add after the comma add the following "and may not
exceed thirty (30) percent of the floor area of the living space of the primary residence. "
Section 3. The following minor changes to Chapters 17.01 through 17.34 of the
Temecula Municipal Code are hereby amended to read as follows:
A. Section 17.06.060(d)(5) Amend this Section to read as follows: 'Slope banks
five feet or greater in vertical height with slopes between 5:1 and 2:1 shall, at a minimum, be
irrigated and landscaped with an appropriate groundcover for erosion control.
a. Slope banks five (5) feet or greater in vertical height with slopes greater than or
equal to 3: 1 shall, at a minimum, be irrigated and landscaped with appropriate groundcover for
erosion control and to soften their appearance as follows:
1.One fifteen (15) gallon or larger tree per each 600 square feet of slope area;
2. One (1) gallon or larger shrub for each one hundred (100) square feet of
slope area; and
3.Appropriate ground cover.
b. Slope b@ in excess of eight (8) feet in vertical height with slopes greater or equal
to 2:1 shall also provide one five (5) gallon or larger tree per each 1,000 square feet of slope area
in addition to the requirements of subsection a. above.
C. All trees and shrubs shall be planted in staggered clusters to soften and vary the
slope plane. Slope planting required by this Section shall include a permanent irrigation system
to be installed by the developer prior to occupancy.'
B.17.08.040/Table 17.08 (b) Add the following lines to the Table:
NC CC HT SC PO BP Li
Fence, wall or hedge screemng 6 ft 6 ft No' 6 ft 6 ft
outdoor storage - Minimum allowed
Height
,III or hedge screening 6 ft 8 ft 8 ft 12ft Not
Fence, wai allowed 12 ft
outdoor storage - Maximum
Height
Ords\96-19
C.17.08.040/Table 17.08 (c) Add the following lines to the Table:
NC CC HT SC PO BP Li
Fence, wall or hedge screening 6 ft 6 ft NO' 6 ft 6 ft
allowed
outdoor storage - Minimum
Height
Fence, wall or hedge screening 6 ft 8 ft 8 ft 12 ft Not 12 ft 12 ft
allowed
outdoor storage - Maximum
Heijzht
D. Section 17.08.060(d)(5) Amend this Section to read as follows: 'Slope banks
five feet or greater in vertical height with slopes between 5: 1 and 2: 1 shall, at a minimum, be
irrigated and landscaped with an appropriate groundcover for erosion control.
a. Slope banks five (5) feet or greater in vertical height with slopes greater than or
equal to 3:1 shall, at a minimum, be irrigated and landscaped with appropriate groundcover for
erosion control and to soften their appearance as follows:
1.One fifteen (15) gallon or larger tree per each 600 square feet of slope area;
2. One (1) gallon or larger shrub for each one hundred (100) square feet of
slope area; and
3.Appropriate ground cover.
b. Slope banks in excess of ten (10) feet in vertical height with slopes greater or equal
to 2:1 shall also provide one five (5) gallon or larger tree per each 1,000 square feet of slope area
in addition to the requirements of subsection a. above.
C. All trees and shrubs shall be planted in staggered clusters to soften and vary the
slope plane. Slope planting required by this Section shall include a permanent irrigation system
to be installed by the developer prior to occupancy.'
Section 4. The land use matrix contained in Chapter 17.08/Table 17.08(a) of the
Temecula Municipal Code is hereby amended as follows:
A. Add the "C" symbol for Automotive Service Stations with or without an Automated
Car Wash in the PO and BP Zones.
Section 5. Severability The City Council hereby declares that the provisions of this
Ordinance are severable and if for any reason a court of competent jurisdiction shall hold any
Ords\96-19 6
sentence, paragraph, or Section of this ordinance to be invalid, such decision shall not affect the
validity of the remaining parts of this ordinance.
Section 6. Effective D= This Ordinance shall be in full force and effect thirty (30)
days after its passage. The City Clerk shall certify to the adoption of this Ordinance. The City
Clerk shall publish a summary of this Ordinance and a certified copy of the full text of this
Ordinance shall be posted in the office of the City Clerk at least five days prior to the adoption
of this Ordinance. Within 15 days from adoption of this Ordinance, the City Clerk shall publish
a summary of this Ordinance, together with the names of the Councilmembers voting for and
against the Ordinance, and post the same in the office of the City Clerk.
Section 7. PASSED, APPROVED, AND ADOPTED this 12th day of November, 1996.
Karel F. Lindemans, Mayor
ATMT:
June S. Greek, CMC, City Clerk
[SEAL]
Ords\96-19 7
STAT'E OF CALIFORNIA
COUNTY OF RIVERSEDE) SS
CrrY OF TEMECULA
I, June S. Greek, City Clerk of the City of Temecula, California, do hereby certify that
the foregoing Ordinance No. 96-19 was duly introduced and placed upon its first reading at a
regular meeting of the City Council on the 12th day of November, 1996, and that thereafter, said
Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of
Temecula on the 26th day of November, by the following roll call vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT:COUNCILMEMBERS:
June S. Greek, CMC, City Clerk
Ords\96-19 8
TENAECULA COIMIMUNITY
SERVICES DISTRICT
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MINUTES OF A REGULAR MEETING
OF THE TEMECULA COMMUNITY SERVICES DISTRICT
HELD NOVEMBER 12,1996
A regular meeting of the Temecula Community Services District was called to order at
7:52 P.M. at the Community Recreation Center, 30875 Rancho Vista Road, Temecula,
California. President Ron Roberts presiding.
ROLL CALL
PRESENT: 5 DIRECTORS: Birdsall, Ford, Lindemans, Stone, Roberts
ABSENT: 0 DIRECTORS: None
Also present were General Manager Ronald E. Bradley, District Counsel Peter Thorson and
District Secretary June S. Greek.
PUBLIC COMMENTS
None given.
CONSENT CALENDAR
Director Lindemans stated he would abstain on Item No. 1 since he did not attend that
meeting.
It was moved by Director Stone, seconded by Director Ford to approve Consent Calendar
Item No. 1 as follows:
1 Minutes
1.1 Approve the minutes of October 22, 1996.
The motion carried as follows:
AYES: 4 DIRECTORS: Birdsall, Ford, Stone, Roberts
NOES: 0 DIRECTORS: None
ABSENT: 0 DIRECTORS: None
ABSTAIN: 1 DIRECTORS: Lindemans
DIRECTOR OF COMMUNITY SERVICES REPORT
Director of Community Services Shawn Nelson stated that staff will make a full presentation
on the effects of Proposition 218 on the meeting of November 26, 1996.
r:\minutes.csd\l 1 1 296 -1-
GENERAL MANAGERS REPORT
None given.
BOARD OF DIRECTORS REPORTS
Director Birdsall suggested holding meetings in December on the first and third Tuesday of
the month, instead of the regularly scheduled second and fourth Tuesday. Board consensus
was given to hold the regularly scheduled meeting on November 26, 1996 and hold an
adjourned regular meeting on December 3, 1996.
ADJOURNMENT
It was moved by Director Lindemans, seconded by Director Stone to adjourn at 7:58 PM to
a meeting on November 26, 1996, 7:00 PM, Temecula City Hall, City Council Chamber,
43200 Business Park Drive, Temecula, California. The motion was unanimously carried.
Ron Roberts, President
ATTEST:
June S. Greek, CMC, City Clerk/
District Secretary
r:\minutes.csd\l 1 1 296 -2-
IDEPARTMENTAL
REPORT
APPROVAL
CITY ATTORNEY
FINANCE DIREC'KO@
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO: Board of Directors
FROM: Ronald E. Bradley, General Manager
DATE: November 26, 1996
SUBJECT:Departmental Report
PREPARED BY: Gail L. Zigier, Administrative Secretary-V
Construction of the Parkview Fire Station began on January 3, 1996. Currently the
masonry veneer on the building and the roofing tile is being installed. The grading for the
on-site walkways is scheduled to be complete by the first week of December. This project
is scheduled to be completed January, 1997.
The Rancho California Creek Restoration Project completed construction on September 25,
1996 and is currently in the 90 day maintenance period.
Sam Hicks Monument Park Improvement Project is complete and has begun the 90 day
maintenance period.
A contract was awarded to Skytec, Inc., for the construction of the City of Temecula
Maintenance Yard facility. Construction began on September 3, 1996. The perimeter
masonry walls are complete. Currently the contractor is laying masonry block at the second
story level of the facility. Installation of the concrete parking lot will begin the first of
December. This project is scheduled to be completed by Spring of 1997.
The Alhambra Group is preparing the construction documents for second submittal for
Margarita Community Park. Design review should be complete by mid-October. The first
phase of the Master Plan includes parking, fighting, tot lots, picnic facilities, landscaping,
irrigation, and pedestrian walkways. The bid will also include additive alternates for a roller
hockey rink, tennis courts, and improvements to the adjacent school district baseball fields.
A dedication ceremony was held on Tuesday, October 29, 1996, 4:00 P.M., at the
Temecula Community Center. The facility is now open to the public and a wide variety of
recreation programs will be offered at this facility.
The City Hall Grand Opening ceremony was held on Wednesday, October 30, 1996. The
final phase of tenant improvements are being completed.
The 6th Street Parking and Restroom Project is currently in the grading phase. This project
will be the first built as part of the Old Town demonstration block. Amenities include a
restroom facility, public lockers and eighty (80) parking stalls. Additionally, the Temecula
Stage Stop transportation center will begin construction and is located on this site. It is
anticipated this project will be completed in February 1997.
]L%A lft,@ 12, lm
REDEVELOPMENT AGENCY
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MINUTES OF A REGULAR MEETING
OF THE TEMECULA REDEVELOPMENT AGENCY
HELD NOVEMBER 12, 1996
A regular meeting of the City of Temecula Redevelopment Agency was called to order at
7:58 P.M. at the Community Recreation Center, 30875 Rancho Vista Road, Temecula,
California. Chairperson Patricia H. Birdsall presiding.
PRESENT: 5 AGENCY MEMBERS: Ford, Lindemans, Roberts, Stone,
Birdsall
ABSENT: 0 AGENCY MEMBERS: None
Also present were Executive Director Ronald E. Bradley, Agency General Counsel Peter
Thorson and Agency Secretary June S. Greek.
PUBLIC COMMENTS
None given.
CONSENT CALENDAR.
Chairperson Birdsall removed Item No. 2 from the Consent Calendar for further discussion.
Agency Member Ford suggested on Consent Calendar Item No. 4, that since this fee is a
deposit and costs will be given after the project is completed, that a 1 0% contingency
provision be included.
Agency Member Lindemans said he would abstain on Item No. 1 since he did not attend
that meeting.
Agency Member Stone stated he would abstain on Items 3 and 4.
It was moved by Agency Member Ford, seconded by Agency Member Roberts to approve
Consent Calendar Item 1, 3 and 4, amending Item No. 4 with the amendment that a 10%
contingency will be included.
1 . Minutes
1.1 Approve the minutes of October 22, 1996.
The motion carried as follows:
AYES: 4 AGENCY MEMBERS: Ford, Roberts, Stone, Birdsall
NOES: 0 AGENCY MEMBERS: None
ABSENT: 0 AGENCY MEMBERS: None
ABSTAIN: 1 AGENCY MEMBERS: Lindemans
Minutes.rdal 1 2696 -1-
3Adoption of a Resolution Related to the Issuance of Bonds for the Purpose of
Financina Multifamily Residential Proiects
3.1Adopt a resolution entitled:
RESOLUTION NO. RDA 96-20
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF
TEMECULA RELATING TO THE ISSUANCE OF BONDS FOR THE PURPOSE OF
FINANCING THE ACQUISITION OF TWO MULTIFAMILY RESIDENTIAL RENTAL
PROJECTS AND RELATED FACILITIES
The motion carried as follows:
AYES: 4 AGENCY MEMBERS: Ford, Roberts, Lindemans, Birdsall
NOES: 0 AGENCY MEMBERS: None
ABSENT: 0 AGENCY MEMBERS: None
ABSTAIN: 1 AGENCY MEMBERS: Stone
4il:l 5/Rancho California Road Interchange Improvements, Gas Comi2any Work
Authorization Agreement with Southern California Gas Company for the Relocation
of a 6" High Pressure Gas Main - Pro*ect No. PW95-1 2
4.1Approve the Interagency Agreement and authorize the Chairperson to execute
the documents.
4.2Authorize payment to the Southern California Gas Company for construction
fees in the amount of $23,234.
4.3 Approve a 1 0% contingency.
The motion carried as follows:
AYES: 4 AGENCY MEMBERS: Ford, Roberts, Lindemans, Birdsall
NOES: 0 AGENCY MEMBERS: None
ABSENT: 0 AGENCY MEMBERS: None
ABSTAIN: 1 AGENCY MEMBERS: Stone
2Award a Professional Services Agreement to Enaineerina Resources to Perform the
Old Town Utility Underaroundinci Feasibility S@
Agency Member Stone announced a conflict of interest and stepped down from the
dias.
Community Development Director Gary Thornhill presented the staff report.
Minutes.rdal 12696 -2-
Chairperson Birdsall questioned the need for this study since so much of Old Town is
in a flood plain and costs for undergrounding utilities for this area would be so high.
She asked Senior Planner Dave Hogan if there was a strong feeling from the
Merchants Association on whether they wanted utilities undergrounded. Mr. Hogan
said they were not sure and the study was to determine the feasibility.
Agency Member Ford explained the Old Town Specific Plan states this study will be
performed and the study is very comprehensive, outlining all existing utilities as well
as determining the feasibility of undergrounding utilities. He said this study is
needed whether or not the utilities are undergrounded.
It was moved by Agency Member Lindemans, seconded by Agency Member Ford to
approve Item No. 2 as follows:
2.1Award a Professional Services contract in the amount of $50,052 to
Engineering Resources to perform the Old Town Utility Underground
Feasibility Study.
2.2Authorize Chairperson and City Clerk to execute the agreement.
2.3Authorize the transfer of $30,052 from the RDA Fund Balance to Account No.
280-199-999-5248.
The motion was carried as follows:
AYES: 4 AGENCY MEMBERS: Ford, Lindemans, Roberts, Birdsall
NOES: 0 AGENCY MEMBERS: None
ABSENT: 0 AGENCY MEMBERS: None
ABSTAIN: 1 AGENCY MEMBERS: Stone
EXECUTIVE DIRECTOR REPORT
None given.
AGENCY MEMBER'S REPORTS
None given.
Minutes.rdal 12696 -3-
ADJOURNMENT
It was moved by Agency Member Lindemans, seconded by Agency Member Stone to
adjourn at 8:13 PM to a meeting on November 26, 1996, 7:00 P.M., Temecula City Hall,
City Council Chambers, 43200 Business Park Drive, Temecula, California. The motion was
unanimously carried.
Patricia H. Birdsall, Chairperson
ATTEST:
June S. Greek, CMC, City Clerk/
Agency Secretary
Minutes.rdal 12696 -4-
OLD TOWN WESTSIDE
COMMUNITY FACILITIES DISTRICT
FINANCING AUTHORITY
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MINUTES OF A MEETING OF THE OLD TOWN WESTSIDE
COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY
HELD NOVEMBER 12,1996
A regular meeting of the Old Town Westside Community Facilities District Financing
Authority was called to order at 8:13 P.M. at the Community Recreation Center, 30875
Rancho Vista Road, Temecula, California. Chairperson Patricia H. Birdsall presiding.
PRESENT: 5 BOARD MEMBERS: Ford, Lindemans, Roberts, Stone, Birdsall
ABSENT: 0 BOARD MEMBERS: None
Also present were City Manager Ronald E. Bradley, City Attorney Peter Thorson and
Authority Secretary June S. Greek.
PUBLIC COMMENTS
None given.
FINANCING AUTHORITY BUSINESS
1Minutes
It was moved by Board Member Ford, seconded by Board Member Roberts to
approve staff recommendation as follows:
1.1 Approve the minutes of the meeting of October 22, 1 996.
The motion was unanimously carried, with Agency Member Lindemans abstaining.
ADJOURNMENT
It was moved by Board Member Stone, seconded by Board Member Roberts to adjourn at
8:13 PM to a meeting on November 26, 1996, 7:00 PM, Temecula City Hall, City Council
Chambers, 43200 Business Park Drive, Temecula, California. The motion was unanimously
carried.
Patricia H. Birdsall, Chairperson
ATTEST:
June S. Greek, CMC,
City Clerk/Authority Secretary
Minutes.fa\l 11296
Joint 1\4eeting of the
City Council,
RDA & Old Town NVestside
Community Facilities District
Financing Authori
ty
ITEIA 1 0
APPRO
CITY ATTORNEY
DIRECTOR OF Fl
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO:City Manager/City Council
FROM:hawn D. Nelson, Director of Community Services
DATE:November 26, 1996
SUBJECT:Final Draft Riverside Countywide Intergrated Waste Management
Plan (CIWMP)
PREPARED BY:Beryl Yasinosky, Development Services Analyst
RECOMMENDATION:That the City Council:
Adopt a resolution entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA APPROVING THE FINAL DRAFT COUNTYWIDE
INTEGRATED WASTE MANAGEMENT PLAN, INCLUDING THE
COUNTYWIDE SUMMARY PLAN AND COUNTYWIDE SITING
ELEMENT.
BACKGROUND: In accordance with State regulations, and on behalf of Riverside
County and its cities, the Riverside County Waste Resources Management District has
submitted the final draft of the Countywide Integrated Waste Managment Plan (CIWMP),
Countywide Summary Plan and Countywide Siting Element to each jurisdiction for local
adoption.
The Final Draft CIWMP has been prepared in compliance with the State of California Waste
Management Act of 1989 (AB 939), and in cooperation with the Solid Waste Advisory
Council/Countywide Local Task Force, Coachella Valley Association of Governments and the
Western Riverside Council of Governments. Upon final approval by the California Integrated
Waste Management Board, the CIWMP will establish comprehensive guidelines for the existing
and future countywide solid waste management system in order to reflect new or changed local
and regional issues.
The Final Draft CIWMP is composed of the Countywide Summary Plan and Countywide Siting
Element. The Summary Plan includes the countywide goals, policies and objectives for
integrated waste managment planning; a description of the administrative structure for
preparing and maintaining the Summary Plan; a description of current solid waste management
practices; a summary of the SRRE'S, HHWE'S, and NDFE's for Riverside County and its 24
cities; and a discussion of the countywide programs, how they will be structured, administered
and financed. The Siting Element includes the identification and description of those areas that
R.\yasisinobk\ciwmpdra.ft 111296
will be used for the development of adequate disposal facilities for solid waste that has first
been reduced through source reduction, reuse, recycling and composting.
FISCAL IMPACT: No fiscal impacts are anticipated with the adoption of the
Final Draft CIWMP, Countywide Summary Plan and Countywide Siting Element.
ATTACHMENTS: 1 . Resolution to Adopt the Final Draft CIWMP.
2.Letter from Riverside County Waste Resources
Management District.
3L-Nywisimbk\c ft 111296
RESOLUTION NO. 96--
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CULA APPROVING THE FINAL DRAFT
COUNTYWI]DE INTEGRATED WASTE MANAG
PLAN, INCLUDING THE COUNTYWI]DE SUMMARY PLAN
AND COUNTYWI]DE SITING EL T.
WHEREAS, the California Integrated Waste Management Act of 1989 ("Act"), being
Division 30 of the Public Resources Code ("PRC") of the Sate of California (commencing with
40000), was added by Chapter 1095, Statutes of 1989 (Assembly Bill 939); and,
, the ACT, as amended requires local jurisdictions to prepare integrated waste
management plans that promote waste management practices that include, in order of priority,
source reduction, reuse, recycling and composting, and environmentally safe land disposal and/or
transformation; and,
, PRC 40900, et seq., describe requirements to be met by local jurisdictions
in developing and implementing integrated waste management plans; and,
WHEREAS, PRC 41750 through 41770 require the County of Riverside ("County") and
its cities to each prepare and submit to t he California Integrated Waste Management Board
("CIWNM") a Countywide Integrated Waste Management Plan ("CIWMP"), which includes a
Source Reduction and Recycling Element ("SRRE") from the County and each city, a Household
Hazardous Waste Element (" ") from the County and each city, a Nondisposal Facility
Element ("NDFE") from the County and each city, a Countywide Siting Element, and a
Countywide Summary Plan; and;
, the Riverside County Waste Resources Management District ('WRMD"), on
behalf of the County and in cooperation with the Solid Waste Advisory Council/Countywide Local
Task Force ("LTF"), which includes representation from the Coachella Valley Association of
Government ("CVAG"), the Western Riverside Council of Governments ("@COG"), and cities
in the County, have prepared the CIWMP, composed of the Countywide Summary Plan and the
Countywide Siting Element; and,
WHEREAS, the Countywide Summary Plan includes the identification and description
of solid waste management practices in the County, programs and facilities found in the SRRES,
, and NDFEs for the County and each city in the County, and countywide programs; and,
WHEREAS, the Countywide Siting Element includes the identification and description
of those areas that will be used for the development of adequate disposal capacity; and,
p:\nisep\ciwmpres.o96
the LTF held two duly noticed public hearings; one on the Preliminary Dr-aft
on February 15, 1996 and another on the Revised Pre Draft C on July 18,
1996; and,
WHEREAS, the Final Draft C dated September 1996, reflects revisions to the
Revised Preliminary Draft CIWMP, dated May 1996, and incorporates comments that were
received from the LTF, CVAG, VMCOG, the cities, and other agencies and interested parties
during the 45-day public comment period from June 10, 1996 through July 25, 1996 and
responses to those comments; and
WHEREAS, the CIWMP must be approved by the County and a majority of the cities
within the County, in accordance with PRC 417.60; and,
WHEREAS, each city of the County must act upon the Final Draft CIWMP within 90
days of receipt of the Final Draft C or it shall be deemed approved by the city; and,
, a copy of the Final Draft C has been circulated to the County and its
cities, the LTF, the Local Enforcement Agency ("LEA"), NMCOG, CVAG, and other agencies
and interested parties, in accordance with California Code of Regulations ("CCR") 18780; and,
, the LTF prepared written comments on the Fmal Draft at it meeting
held on October 17, 1996 and submitted these comments to the County, WRMD, each city in the
County, and the C, in accordance with CCR 18781; and,
, aninitial study for Environmental Assessment Number 37011 ("EA NO.
37011 ") was prepared by to evaluate the C , composed of the Countywide Summary
Plan and the Countywide Siting Element, pursuant to the requirements of the California
Environmental Quality ACT ("CEQA") (PRC 21000 et seq.) and the Riverside County Rules
to Implement CEQA ("Rules"); and,
prepared a Negative Declaration, pursuant to 15070 of the CEQA
Guidelines, on the basis that the C , composed of the Countywide Summary Plan and the
Countywide Siting Element, will not have a significant effect on the environment, and circulated
a Notice to Adopt a Negative Declaration to each city in the County for comment during the
period of June 17, 1996 to July 25, 1996; and;
WHEREAS, on November 12, 1996, the City Council of the City of Temecula held a
duly noticed public hearing to consider the Final Dr-aft C in accordance with PRC 41793;
now, therefore,
BE IT RESOLVED, FOUND, DET AND ORDERED by the City Council
of the City of Temecula, State of California, in regular session assembled on November 12, 1996
that the previous recitals are correct.
p:\rwep\ciwmpres.o96
BE IT FUR RESOLVED by the City Council that it hereby approves the Final
Draft , composed of the Countywide Summary Plan and the Countywide Siting Element.
BE IT FUR RESOLVED that this resolution shall take effect upon consent by the
City Council of the City of Temecula.
PASSED, APPROVED AND ADOPTED this 12th day of November, 1996.
CITY OF TENMCLTLA
Karel F. Lindemans, Mayor
A=T:
June Greek, City Clerk
[SEAL]
p:\nucp\ciwmpme.o96
STATE OF CALR-FORNIA
COUNTY OF ]]DE SS
CITY OF TEMIF-CULA
I, June S. Greek, City Clerk of the City of Temecula, do hereby certify that Resolution No.
was duly and regularly adopted by the City Council of the City of Temecula at a regular
meeting thereof held on the 12th day of November, 1996 by the following vote:
AYM: COUNC ERS:
NOES: COUNC ERS:
ABSENT: COUNC ERS:
June S. Greek, City Clerk
p:\rusep\ciwmpres.o96
Riverside County
Waste Resources Mana-gement District
RoberiA. Nelson, Chief F-recutive Officer September 18, 1996
Ron Bradley, City Mana-er
City of Temecula
43200 Business Park Drive
P.O. Box 9033
Temecula, CA 92589-90'13
SEP 2 0 1996
RE: Final Draft Riverside Countywide Integrated Waste Manaaement Plan (CIWi'vlP)
Dear Mr. Bradley:
In accordance with Section 18783 of the California Code of Regulations (CCR), the Final Draft
Riverside Countywide Integrated Waste Management Plan (C ), including the Final Draft
Countywide Summary Plan and Final Draft Countywide Sitina Element, is beina forwarded for
local adoption by the City Council of your city. The Final Draft C includes the comments
which were received on the Revised Preliminary Draft C and District responses to these
comments; revisions based on the Solid Waste Advisory Councfl/Local Task Force (LTF) meetina,
on July 18, 1996; and corrections identified by District staff while preparing the Final Draft
c@P.
Public Resources Code Section 41721 requires that each city shall act upon the sitina element
within 90 days of receipt of the element. Accordina to Section 18783 of the CCR, failure to act
upon the document is deemed to be an approval by the city. During this 90-day period which
ends on December 20, 1996, each city is requested to take the following actions in compliance
with Sections 18782 and 18783 of the CCR:
1.Publish a notice in a local newspaper of general circulation at least 30 days in advance of
the scheduled public hearing for the purpose of adopting the Final Draft C
2.After considering all public conunents, each city within the county shall by resolution,
either approve or disapprove the Final Draft C A sample resolution is attached to
assist your jurisdiction in preparing for a final approval action. If a jurisdiction
disapproves the Siting Element or the Summary Plan, the jurisdiction shall aive written
notification of the deficient areas in the document to the LTF, the County Board of
Supervisors and the California Intecrated Waste Mana-ement Board (C@B)within 'DO
days of disapproval.
Notify the District re-ardin- the action taken by the city.
During the 90-day action period, the LTF will submit written comments on the Final Draft
CIWMP to the District, cities within the county, each reoional aaency within the county and the
@CIWMB. These written comments are required within 45 days of receipt of the Final Draft
1995 Market Street 6 Riyerside. CA 92.501-1719 o (909) 275-1370 0 Fax (909) 275-1374 0 Fax (909) 275-1334 ea
C The LTF meetin- on October 17, 1996, has been scheduled for approving written
comments which will then be forwarded to the cities for their consideration. At the close of the
90-day period, the F@ Draft CIWMP, along with the Negative Declaration for Environmental
Assessment (E.A.) No. 37011 will be considered by the Board of Supervisors. Within 30 days
of the local adoption of the Final Draft C -the District shall submit copies of the C
to the C for approval. It should be noted that the CIWMB staff have indicated that the
CIWMB will not take final action on the C until all components of the Plan have been
completed. Cities, which have not yet completed their jurisdiction's Source Reduction Recycling
Element (SRRE), Household Hazardous Waste Element (HHWE), and/or Nondisposal Facility
Element (NDFE), are encouraged to complete the document's review process with the C@B
to ensure that final action can be taken on the CIWMP.
The Final Draft C is bound in a three-ring binder to allow the document to be copied for
the City Council and staff. When final adoption has occurred, copies of resolutions and the
Notice of Determination for E.A. No. 37011 will be forwarded to the cities so that they may
insert these resolutions into the document and have a copy of the Final C , as adopted. Any
questions on the C should be directed to the District, to the attention of Stacey Hubbard
or Katherine Gifford at (909) 275-4366, Fax No. (909) 275-1334. Thank you for your assistance
in this matter.
Sincerely,
Senior Planner
KG:nc,
cc: Phyllis Ruse
F:\@ta\plng\ciwmp\admin\finalact.let
Pkg I Enclosures: C@P, Sample Resolution
I.1 EA4 1 1
APPROVAL
CITY ATTORNE'V
FINANCE DIREC
CITY MANAGE
CITY OF TEMECULA
AGENDA REPORT
TO:City Manager/City Council
FROM:Shawn D. Nelson, Director of Community Services
June Greek, Director of Support Services
DATE:November 26, 1996
SUBJECT:Special Tax Election - Community Services, Parks, Recreational
Facilities and Programs, Street Lighting Services and Landscaping
PREPARED BY:Phyllis L. Ruse, Development Services Administrator
RECOMMENDATION:That the City Council:
1.Adopt an ordinance by a 4/5 vote entitled:
ORDINANCE NO. 967_
AN ORDINANCE OF THE CITY OF TEMECULA, CALIFORNIA, LEVYING A SPECIAL TAX TO
FINANCE THE OPERATION, MAINTENANCE AND SERIACING OF PUBLIC PARKS AND
RECREATIONAL FACILITIES, RECREATIONAL AND COMMUNITY SER%ACES PROGRAMS,
MEDIAN LANDSCAPING, ARTERIAL STREET LIGHTS AND TRAFFIC SIGNALS.
2.Adopt a resolution entitled:
RESOLUTION NO. 96--
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ORDERING,
CALLING AND GI'WNG NOTICE OF A MUNICIPAL ELECTION TO BE HELD IN THE CITY OF
TEMECULA ON TUESDAY, MARCH 4,1997, FOR SUBMISSION TO THE VOTERS OF A
MEASURE RELATING TO THE LEVY OF A SPECIAL TAX TO FINANCE THE OPERATION,
MAINTENANCE AND SERVICING OF PUBLIC PARKS AND RECREATIONAL FACILITIES,
RECREATIONAL AND COMMUNITY SERVICES PROGRAMS, MEDIAN LANDSCAPING,
ARTERIAL STREET LIGHTS AND TRAFFIC SIGNALS.
X-\ZIG \AG 18 N 20.19%
3.Adopt a resolution entitled:
RESOLUTION NO. 96-_
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, REQUESTING THE
SERVICES OF THE COUNTY REGISTRAR OF VOTERS TO CONDUCT A MUNICIPAL
ELECTION TO BE HELD ON TUESDAY, MARCH 4,1997.
4.Adopt a resolution entitled:
RESOLUTION NO. 96@
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING ITS
MEMBERS TO FILE A WRITTEN ARGUMENT REGARDING A CITY MEASURE.
5.Adopt a resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA PROVIDING FOR
THE FILING OF REBUTTAL ARGUMENTS FOR CITY MEASURES SUBMITTED AT
MUNICIPAL ELECTIONS
6.Appropriate $36,000 from the unappropriated General Fund Balance to Account No.
001-120-999-5225.
BACKGROUND: On November 5, 1996, the electorate of the State of California approved
Proposition 218 (Prop 218), also known as the "The Right to Vote on Taxeso initiative. This state
constitutional amendment significantly changes the method in which jurisdictions may levy and
collect revenues for a number of public services. Specifically for the City of Temecula,
Proposition 218 will significantly affect the Temecula Community Services District.
The Temecula Community Services District (TCSD) was duly formed at the time of City
incorporation by a majority of the electorate and in accordance with Community Services District
Law. The TCSD is comprised of six (6) service levels, identified as follows:
1.Community Services, Parks and Recreation.
2.Service Level A - Arterial Street Lights, Medians, and Traffic Signals.
3.Service Level B - Residential Street Lights.
4.Service Level C - Perimeter Landscaping and Slope Maintenance.
5.Service Level D - Recycling, Refuse Collection, Composting and Street Sweeping.
6. Service Level R - Emergency Road Maintenance.
The City Aftomey and staff have analyzed Prop 21 8 to determine how the initiative VAII affect the
method in which the TCSD levies and collects revenues to continue to provide these services to
City residents. As a result, the TCSD will be affected in the following manner
IL-\ZIG@\AG@19 Nov@ 20, 19%
Communb Services, Parks and Recreation and Service Level A - Prop 218 provides
that the TCSD may not levy charges or assessments for general governmental services which
provide a benefit to the public at large. Since the public parks and recreational facilities and
recreational and community services programs provided by the TCSD are made available to the
public at large, they may no longer be financed through the collection of charges or assessments
beginning with the 1997-98 fiscal year (except to the extent that such charges have been
pledged for debt repayment). A legal alternative under Prop 218 to such charges or
assessments is a special tax to generate such revenues which must be adopted by a 2/3 majority
of the voters voting at the election.
Service Levels B. C. D. & R - Prop 218 will not affect the TCSD's current method of
levying and collecting these rates and charges, so long as they remain at the same rate. Any
increase will require the TCSD to give mailed notice of the increased charge to each affected
property owner and to hold a public hearing on the increase. The increase would be subject to a
majority protest by the majority of owners subject to the charge, and, except for Service Level D,
would also be subject to voter approval by those subject to the charge.
As a result of this analysis, it is recommended that the TCSD continue to provide services and
collect revenues for Service Levels B, C, D, and R in accordance With the information outlined
above. It is further recommended that the City Council call for a municipal election on March 4,
1997, of the registered voters of the City of Temecula to impose a special tax to continue
providing park and recreational facilities operations and maintenance, recreation and community
services programs, arterial street lights, traffic signal maintenance, and median maintenance.
The special tax will act as a transfer funding mechanism and will merely replace the rate and
charge currently imposed. The tax amount per equivalent dwelling unit (EDU), method of
determining benefit, and actual levy on property will remain exactly as it has been in the past.
The TCSD will abandon the collection of the rate and charge and substitute it with collection of
the special tax.
Passage of the special tax will require a two-thirds (2/3) approval of the registered voters. Any
proposed future increase to the special tax will require another election and the same two-thirds
(2/3) approval of the electorate. Prop 218 will affect the collection of charges by the TCSD
beginning on July 1, 1997, therefore, if the TCSD is to continue uninterrupted operations, the
special election must be held prior to the end of this fiscal year.
FISCAL IMPACT: Cost of the municipal election is $36,000. The current operating budget
for Community Services Parks and Recreation and Service Level A is $3,744,862 of which
$2,921,654 is generated through the TCSD rate and charge process. Pursuant to Prop 218, the
$501.600 that the TCSD pays for debt service on the bonds sold to finance the construction of
the Temecula Community Recreation Center are exempted from this initiative. Therefore, a total
of $2,420,054 annually to the TCSD is impacted by Prop 218.
At this time, no other funding source has been identified to provide for the continuance of these
services. The successful passage of a special tax would allow the TCSD to continue to provide
the current level of service for parks, recreational programs, special events, arterial street
lighting, traffic signals, and median maintenance.
Failure to pass the special tax would significantly reduce and/or eliminate many recreation
programs and special events, as well as reduce hours of operation or close various parks and
recreation facilities. An example of the city-vade special events provided by the TCSD include
the Fourth of July Parade and Fireworks Show, the Holiday Parade, the Easter Egg Hunt, and the
Breakfast with Santa and Snow Frolic. The City's recreation and community services programs
include youth and adult sports, recreation classes and activities, youth and child development
programs, teen recreation programs, senior citizen services, and a wide variety of drop-in
recreation services. Finally, the City currently has eighteen (1 8) parks and several recreation
IL-\ZIG@\AG@18 Nov 20,19%
facilities includ ing the Temecula Community Recreation Center, Amphitheater, and Aquatics
Complex, the Old Town Temecula Senior Center, the Temecula Community Center, the
Temecula Elementary School Pool, and the Temecula Skate Park and Roller Hockey Rink.
Also, lighting for all arterial streets and traffic signals as well as the maintenance of all medians
throughout the City are also included in this special tax All of these services, programs and
facilities are currently funded through the TCSD rate and charge process.
ATTACHMENTS:Ordinance Levying Special Tax
Resolution Calling for a Municipal Election
Resolution Requesting Services of County Registrar
Resolution Filing a Wriften Agreement
Resolution Filing a Wriften Rebuttal
R.\Z[G@\AG 18 Nov@ 20, 19%
ORDINANCE NO. 96-
AN ORDINANCE OF THE CITY OF TEMECULA,
CALIEFORNIA, LEVYING A SPECIAL TAX TO FINANCE
THE OPERATION, ANCE AND SERVICING OF
PUBLIC PARKS AND RECREATIONAL FAC
RECREATIONAL AND CO SERVI[CES
PROG 9 MEDL4N LANDSCAPING, ARTERIAL
STREET LIGHTS AND TRAMC SIGNAIS
THE CITY COUNCIL OF THE CITY OF TEMECULA9 CALIFORNIA
DOES Y ORDAIN AS FOLLOWS:
Section 1. Pursuant to the authority of Article XI, Section 7 of the California
Constitution, Government Code Section 37100.5, and other applicable law, there is hereby
levied and assessed a special tax by the City of Temecula on each parcel of property in the
City of Temecula for each fiscal year, commencing with fiscal year 1997-98.
Section 2. The maximum amount of said special tax for each fiscal year shall
be $74.44 per single-family residential dwelling unit, $55.83 per multi-family residential
dwelling unit, $148.88 per acre of vacant property in a residential zone, $297.76 per acre of
vacant property in a non-residential zone, $446.64 per acre of non-residential improved
property, and $37.22 per acre for agricultural uses.
Section 3. The special tax imposed by this ordinance shall be collected in the
same manner, on the same dates, and shall be subject to the same penalties and interest as
other charges and taxes fixed and collected by the County of Riverside on behalf of the City of
Temecula. Said special tax, together with all penalties and interest thereon, shall constitute a
lien upon the parcel upon which it is levied unfil it has been paid, and said special tax, together
with all penalties and interest thereon, shall, until paid, constitute a personal obligation to the
City of Temecula by the persons who own the parcel on the date the tax is due.
SectionA. The revenue raised by the special tax imposed by this ordinance
shall be placed in a special fund to be used only for the purposes of operating, maintaining,
and servicing public parks and recreational facilities, recreational and community services
programs, median landscaping, arterial street lights and traffic signals throughout the City of
Temecula and administrative expenses incurred by the City in connection therewith.
R:%zigiorgkordinfox. I November 20,1996
Section 5. The City Council, by three (3) affumative votes, is empowered to
establish the amounts of the special tax levy annually each fiscal year, in amounts not to
exceed the maximum amounts specified in Section 2 of this ordinance, as is required to
provide an adequate level of service in accordance with the purposes set forth in this
ordinance.
Sectio@. The City Council shall be empowered to amend this ordinance by
three (3) affirmative votes of the members thereof for the purposes of carrying out the general
purposes of this ordinance in order to conform to state law that permits the County Tax
Collector, or other proper official, to couect a special tax such as is levied by this ordinance in
conjunction with County taxes or in order to assign duties pursuant to the ordinance to other
officers.
Secti@. No section of this ordinance shall be construed to permit, and the
City Council is expressly prohibited from, increasing the amounts of the special tax imposed
by this ordinance beyond the maximum amounts set forth in this ordinance.
Section 8. A property owner subject to the special tax may appeal the amount
of the special tax to be levied on such property owner's property pursuant to standards and
procedures established by resolution of the City Council.
Secti@ If a property owner subject to the special tax believes that payment
of the special tax during a specific fiscal year would create a hardship for that property owner
during that fiscal year, such property owners may appeal the levy by filing a hardship appeal
pursuant to standards and procedures established by resolution of the City Council.
Sectio@. The special tax imposed by this ordinance shall not be imposed
upon a federal or state governmental agency or another local governmental agency or upon any
parcel of property that is exempt from the special tax imposed by this ordinance pursuant to
any provision of the Constitution or any paramount law.
Secti@. If any provision of this ordinance or the application thereof to any
person or circumstances is held invalid or unconstitutional by any court of competent jurisdic-
tion, such invalidity or unconstitutionality shall not affect any other provision or applications,
and to this end the provisions of this ordinance are declared to be severable. The City
Council, and the electorate by referendum, do hereby declare that they would have adopted
this ordinance and each section, subsection, sentence, clause, phrase, part or portion thereof,
irrespective of the fact that any one or more sections, subsections, clauses, phrases, parts or
portions thereof, be declared invalid or unconstitutional.
Section 12. This ordinance, or any provisions thereof other than those
provisions, if any, which provide for modification by the City Council of the City of
Temecula, may only be amended or repealed by approval of two-thirds (2/3) of the voters
voting on the ordinance or provisions thereof at any initiative or referendum election.
R:\ziglerg\ordinfox. 1 2 November 20, 1 996
'Rectoon 13 - The Temecula Community Services District currently operates,
maintains and services public parks and recreational facilities, recreational and community
services programs, median landscaping, arterial street lights and traffic signals within the City
of Temecula. These services must be continued without interruption in order to protect the
public health, safety and welfare of the residents therem and the general public. The adoption
of Proposition 218 by the voters of the State of Califomia has brought into question the ability
of the Temecula Community Services District to continue imposing rates and charges to
finance such services. Unless a special tax is imposed to finance such services, the City may
lack sufficient funds to continue such services. This ordinance would convert certain existing
Temecula Community Services District rates and charges to a tax. Imposition of a special tax
requires two-thirds voter approval. Therefore, it is necessary to determine, at the earliest date
possible prior to July 1, 1997, whether a special tax shall be levied upon parcels within the
City to finance such services. In order for the ordinance to be placed on the ballot for the next
county-administered election on March 4, 1997, the City must submit the ordinance to the
County of Riverside prior to the date of the next regular City Council meeting. Because of the
County's deadline, there is insufficient time for the City Council to have two readings of the
ordinance prior to its adoption and submission to the County. It is therefore urgent that this
ordinance be adopted immediately to prevent an interruption in services to be provided to
residents of the City. An interruption in such service is of great public concern in that
inadequate maintenance of public park and recreational facffities and street lighting and
landscaping and curtailment of recreational and community services programs, may endanger
the health, welfare and safety of schoolchildren, motorists, and residents of the City. This
ordinance is necessary for the immediate preservation of the public health, safety and welfare,
declares the facts constituting the urgency, and is passed by at least a four-fifths vote of the
City Council. Accordingly, this measure is adopted immediately upon introduction pursuant to
Government Code Section 36934.
Sectio@. This ordinance shall be referred to, and shall be effective only if
approved by two-thirds (2/3) majority of the voters voting at an election to be held on March
49 1997, and shall go into effect ten (10) days after the City Council has, by resolution,
declared that this ordinance was approved by two-thirds (2/3) of the voters voting thereon.
Sectio@. The City Clerk shall ce@ to the passage and adoption of this
ordinance and shall cause same to be published as required by law.
PASSED, APFROVED AND ADOV= by the City Council of the City of
Temecula this 26th day of November, 1996.
Karel F. Lindemans, Mayor
ATTEST:
June S. Grwk, City Clerk
R:%zigieFg%ordinfox. 1 3 Novwnber 20, 1996
RESOLUTTON NO. 96-
A RESOLUTTON OF TIHE CITY COUNCIL OF THE CITY OF
TEMECULA ORDERING, CALLING AND GWWG NOTTCE OF A
MUNICIPAL ELECTTON TO BE HEID IN THE CITY ON TUESDAY,
MARCH 4,1997, FOR SUBMLSSION TO THE VOTERS OF A
URE RELATING TO THE LEVY OF A SPECL4,L TAX TO
FINANCE THE OPERATTON,, ANCE AND SERVICING OF
PUBLIC PARKS AND RECREATTONAL FAC 9,
RECREATTONAL AND COMMUNITY SERVICES PROGRANLS,
MMIAN LANDSCAPING, ARTERIAL STREET LIGHTS AND
TRAMC SIGNAIS
THE CITY COUNC]IL OF THE CITY OF TEMECULA HEREBY FINDS,
RESOLVES,,DECLARES,DE AND ORDERS AS FOLLOWS:
Sectio" Pursuant to the requirements of Article XHIA, Section 4 of the
California Constitution, there is hereby called and ordered to be held in the City on Tuesday,
March 4, 1997, a municipal election for the purpose of submitting to the qualified voters of
the City a proposition authorizing the City to impose a special tax within the City to fmance
the operation, maintenance and servicing of public parks and recreational facilities, median
landscaping, arterial street lights and traffic signals commencing with fiscal year 1997-98.
Section 2. The proposition to be submitted to the voters shall be substantially
as follows:
PARKS, RECREATTON,, LANDSCAPING AND L]IGHTING
REPLAC TAX: Shall Ordinance No. of the City of Yes
Temecula be adopted which would replace the existing Temecula
Community Services District Rates and Charges for the maintenance,
operation and servicing of public parks, recreational facilities, No
recreational and community services programs, median landscaping,
arterial street lights and traffic signals throughout the City with a
special tax at the same existing rate which shall only be used for those
EMses?
Sectio@ The text of the proposed ordinance to be submitted to the voters is
attached hereto and incorporated herein by reference. The @ of tax, the rate of tax, and the
method of collection are stated therein.
R:OGLERG\RESOFOX.2 No 20,1996
Sectio@ The pors for the election @ be open at seven o'clock a.m. of the
day of the election and shall remam open continuously from that time until eight o'clock p.m.
of the same day when the pors shall be closed, except as provided in Elections Code Section
14401.
Section 5. In all particulars not recited in this Resolution, the election shau be
held and conducted as provided by law for holding City elections.
Section 6. Notice of the time and place of holding the election is hereby given
and the City Clerk is hereby autho@, instructed and directed to give further or additional
notice of the election, in the time, form and manner as required by law.
Secti@ The Registrar of Voters of the County of Riverside is hereby
authorized to canvass the returns of the municipal City election.
Sectio@ Pursuant to Elections Code Section 10002, the Board of Supervisors
of the County of Riverside is hereby requested to issue instructions to the County Registrar of
Voters and aU County officers charged with duties g to the statewide election to take
any and all steps necessary for the holding of the consolidated election, including the
preparation of necessary materials.
Secti@ The City shau reimburse the County of Riverside for services
performed when the work is completed and upon presentation to the City of a properly
approved bfll.
Section 10, The City Council hereby directs the City Clerk to transmit a copy
of the measure to the City Attorney. The City Attorney shau prepare an impartial analysis of
the measure showing the effect of the measure on the existing law and the operation of the
measure. The impartial analysis shau be filed by the date set by the City Clerk for the filing
of primary arguments.
Section 1 1 - The City Council, the officers and staff of the City and the City's
legal counsel are hereby authorized and directed to take such further action as may be
necessary or appropriate in preparing for and conducting the election.
R:XZIGLERG%RESOFOX.2 2 [4o 20,1996
RESOLUTION NO. 96-
A RESOLUTION OF T]EIE CITY COUNCIL OF THE CITY OF
AUTHORIZINGNS ERS TO F.ELE A
ARG REGARDING A CITY URE
THE CITY COUNCEL OF T]EIE CITY OF CULA HEREBY FINDS,
RESOLVES, DECLARES, DE AND ORDERS AS FOLLOWS:
Sectiml. The City Council called a municipal City election to be held in the
City on March 4, 1997 at which time there will be submitted to the qualified electors of the
City the following measure:
PARKS, RECREATION, LANDSCAPING AND LIGHTING
REPLAC TAX: Shall Ordinance No. of the City of Yes
Temecula be adopted which would replace the existing Temecula
Community Services District Rates and Charges for the maintenance,
operation and servicing of public parks, recreation facilities,
recreational and community services programs, median landscaping, No
arterial street lights and traffic signals throughout the City with a
speci 'at the same existing rate which shau only be used for those
purposes?
Section 2. 'fhe City Council hereby authorizes:
Karel Lindemans, Mayor Pat Birdsall, Mayor Pro Tem
Ron Roberts, Councilmember
Steven Ford, Councilmember Jeff Stone, Councilmember
as members of said body, to file the written argument in favor of the City measure set forth in
Section 1 above in accordance with applicable provisions of the California Elections Code and
to change said argument until and including the date fixed by the Registrar of Voters of the
County of Riverside after which no arguments for or against said City measure may be
submitted.
R:%ziglorgXmsofox.1 1 14o 20, 1996
PASSED, APPROVED AND ADOPRED by the City Council of the City of
Temecula this 26th day of November, 1996.
Karel F. Lindemans, Mayor
ATREST:
June S. Greek, City Clerk
R:kziglargkrosafox.1 2 No 20, 1996
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TEMECULA, REQUESTING THE SERVICES OF THE
COUNTY REGISTRAR OF VOTERS TO CONDUCT A
MUNICIPAL ELECTION TO BE HELD ON TUESDAY,
MARCH 4,1997.
WHEREAS, the City Council of the City of Temecula, California, called a Municipal
Election to be held on Tuesday, March 4, 1997, for the purpose of submitting to the voters a
measure relating to the levy of a special tax to finance the operation, maintenance and servicing
of Public Parks and Recreational Facilities, Recreational and Community Services Programs,
Median Landscaping, Arterial Street Lights and Traffic signals.
@REAS, it is desirable that the Municipal Election be held on March 4, 1997 and that
the county election department of the County of Riverside canvass the returns of the Municipal
Election and that the election be held in all respects as if there were only one election;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TEMECULA DOES
RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. That pursuant to Elections Code Section 10002 of the Elections Code of
the State of California, the Registrar of Voters of the County of Riverside is hereby requested to
conduct the Municipal Election on Tuesday, March 4, 1997, for the purpose of submitting to the
voters a measure relating to the levy of a special tax to finance the operation, maintenance and
servicing of Public Parks and Recreational Facilities, Recreational and Community Services
Programs, Median Landscaping, Arterial Street Lights and Traffic signals.
Section 2. That, except for those services routinely conducted by the City Clerk,
delegation is hereby made to the county elections department of the powers and duties of the
elections officer for the City of Temecula to conduct said election in accordance with all
applicable laws and procedures. The election shall be held in all respects as if there were only one
election, and only one form of ballot shall be used.
Section 3. That, in all particulars not recited in this Resolution, said election shall be
held and conducted as provided by law for holding municipal elections in said City.
Section 4. That the City of Temecula recognizes that additional costs will be incurred
by the County, and agrees to reimburse the County for such additional costs.
Section 5.That the Registrar of Voters of the County of Riverside is hereby
authorized, instructedand directed to give such further or additional notice of said election, in the
time form and manneras required.
Resos\96-Consol.97 -I-
Section 7. That the City Clerk is hereby directed to file a certified copy of this
Resolution with the Board of Supervisors, the county elections department of the County of
Riverside and with the County Clerk.
Section 8. The City Clerk shall certify to the passage and adoption of this resolution.
PASSED, APPROVED AND ADOF'TED, this 26th day of November, 1996.
Karel H. Lindemans, Mayor
ATTEST:
June S. Greek, CMC
City Clerk
[SEAL]
STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) ss
CITY OF TEMECULA )
1, June S. Greek, City Clerk of the City of Temecula, California, do hereby certify that
Resolution No. 96- was duly and regularly adopted by the City Council of the City of
Temecula at a regular meeting thereof held on the 26th day of November, 1996, by the following
vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
June S. Greek, City Clerk, CMC
Resos\96-Consol.97 -2-
ITEN4 12
APPROVA'L
CITY ATTORNEY-
FINAIICE OFFIC
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO:City Manager/City Council
FROM:Genie Roberts, Director of Finance
DATE:November 26, 1996
SUBJECT:First Reading on an Ordinance Amending the Municipal Code Sections
Relating to Purchasing
Prepared by: Allie Kuhns, Senior Management AnalystA
RECOMMENDATION:Read by title only and introduce an ordinance entitled
ORDINANCE NO. 96-_
AN ORDINANCE OF THE CITY COUNCIL ADDING SECTIONS
3.28.245 AND 3.28.305 TO AND AMENDING SECTIONS
3.28.140, 3.28.150, 3.28.290 AND 3.32.050 OF THE
TEMECULA MUNICIPAL CODE RELATING TO THE SOLICITATION
OF PROPOSALS FOR THE PURCHASE OF SUPPLIES AND
EQUIPMENT AND THE AWARD THEREOF ON THE BASIS OF
HIGHEST QUALITY AND COST EFFECTIVENESS, REVISING
ADVERTISING REQUIREMENTS, AND ESTABLISHING THE CITY
MANAGER'S AUTHORITY TO APPROVE PURCHASE, SERVICE
AND CONSTRUCTION CONTRACTS.
DISCUSSION: The City of Temecula's ordinance governing purchasing was adopted in
1990, and has not been revised since that time. Although the existing ordinance provides
general purchasing guidance, it does not specifically address the differences in procedures
which should be used in purchasing different types of requirements (supplies, equipment,
professional services, public works contracts, etc.).
The City's Purchasing Manual provides the guidelines for staff to use in processing City
purchases. This manual has been revised to provide more specific procedures and guidelines
based on the type of purchase to be made (see attached draft). Specific changes to procedures
include the following:
More thorough explanation of types of purchases, including limits of authority and
documentation required.
Step-by-step procedures based on type of purchase.
New proposed thresholds for approvals/quotes/back-up.
Justification/explanation for not going with a low quote.
Evaluation process for Requests for Proposals (RFP's).
Departments' roles defined throughout.
Although the Purchasing Ordinance does not include the details of the Manual, the proposed
ordinance revisions ensure that the Purchasing Manual is consistent with the Municipal Code.
FISCAL IMPACT: None.
Attachment:Ordinance No. 96-
Purchasing Manual Draft (without attachments)
ORDINANCE NO 96-
AN ORDINANCE OF THE CITY COUNCIL ADDING SECTIONS 3.28.245 AND
3.28.305TO AND AMEENDING SECTIONS 3.28.140@ 3.28.150, 3.28.290 AND
3.32.050 OF THE TEMIECULA MUNICIPAL CODE RELATING TO THE
SOLICITATION OF PROPOSALS FOR THE PURCHASE OF SUPPLIES AND
EQUIPM[ENT AND THE AWARD THEREOF ON THE BASIS OF HIGHEST
QUALITY AND COST EFFECTIVENESS, REVISING ADVERTISING
REQUIREMENTS, AND ESTABLISHING THE CITY MANAGER'S
AUTHORITY TO APPROVE PURCHASE, SERVICE AND CONSTRUCTION
CONTRACTS
THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY
ORDAIN AS FOLLOWS:
SECTION 1. Section 3.28.245 is hereby added to the Temecula
Municipal Code to read as follows:
"3.38.245Requests for Proposals for the Purchase of Supplies and
Equipment
In recognitionof the complex and technical nature of supplies and equipment
the City requires and the wide variations in options and cost factors affecting the
purchase of supplies and equipment, the City may, as an alternative to the
formal bidding requirements of this Chapter, solicit proposals for the purchase
of supplies and equipment and award the purchase to the proposal which best
serves the needs of the City and provides the City with the highest quality and
cost effectiveness based on the following factors (which are listed without any
implication of priority):
A.The extent to which the proposal meets the needs of the City for
the equipment or supplies;
B.The quality of the equipment or supplies proposed;
C.The overall cost to the City of the proposal, including, but not
limited to, pricing of the equipment or supplies, delivery
schedule, terms of payment, warranties, maintenance
requirements, and required site preparation;
D.The experience and qualifications of vendor submitting a proposal
to successfully meet the requirements for the equipment or
supplies;
961114 1108 1 tid 1480281 0
E.Previous performance of the vendor submitting a proposal in
providing similar equipment or supplies;
F.Financial ability of the vendor submitting the proposal to provide
the equipment or supplies to the City;
G.Vendor's conformity to the specifications for the equipment or
supplies set forth in the request for proposal; and
H.Such similar factors as may be specifically included in the request
for proposal.
SECTION 2. Section 3.28.140 of the Temecula Municipal Code is
hereby amended to read as follows:
"3.28.140. Notice Inviting Formal Bids or Requests for Proposals
"Notices inviting formal bids or requests for proposals for the purchase of
supplies or equipment shall include a general description of the supplies or
equipment to be purchased, shall state where the bid documents and
specifications or requests for proposals may be obtained, and the tiltne and place
for the opening of the bids or proposals. "
SECTION 3. Section 3.28.150 of the Temecula Municipal Code is
hereby amended to read as follows:
"3.28.150. Published Notice for Formal Bids or Requests for Proposals
"Notices inviting formal bids or requests for proposals shall be published one
time at least ten days prior to the date of opening of the bids or proposals in a
newspaper of general circulation within the City. The City Manager may waive
the publication requirements of this Section if he or she finds that requirements
for publication would not likely increase the number or quality of bidders or
proposers beyond those on the approved vendor list. "
Section 5. Section 3.28.290 of the Temecula Municipal Code is hereby
amended to read as follows:
"3.28.290 Exceptions to competitive bidding requirement.
"Notwithstanding any provision of this chapter to the contrary, the formal
bidding procedures and requirements shall not be required in any of the
following instances:
961114 1108 1 tid l48M81 0 - 2 -
A.When the estimated amount involved is less than two thousand
five hundred dollars ($2,500);
B.When the equipment or supplies can be obtained from only one
vendor;
C.The City Manager may authorize the purchase of materials,
supplies, equipment and services where an emergency is deemed
to exist and it is determined that service involving the public
health, safety or welfare would be interrupted if the normal
procedures were followed, provided that all emergency purchases
which would otherwise require formal bidding procedures made
pursuant to this section shall be submitted to the City Council for
ratification at the next regular council meeting after the purchase
is authorized;
D.Contracts for personal, professional and consultant, and
maintenance services;
E.Any agreement involving acquisition of supplies, equipment or
services entered into with another governmental entity. "
SECTION 5. Section 3.28.305 is hereby added to the Temecula
Municipal Code to read as follows:
"Section 3.28.305 Authority of City Manager to Enter Into Contracts
"The City Manager is authorized to enter into contracts for the purchase of
supplies or equipment or contracts for personal, professional, consultant, and
maintenance services where the amount of such contract does not exceed ten
thousand dollars, or such other amount as the Council may designate by
resolution; provided, there exists an unencumbered appropriation in the fund
account against which the expense is to be charged. Where the amount of any
such contract exceeds ten thousand dollars, or such other amount as the Council
may designate by resolution, the contract shall be approved by the City
Council. "
SECTION 6. Section 3.32.050 of the Temecula Municipal Code is
hereby amended to read as follows:
"Section 3.32.050 Delegation of Authority to Award Informal Contracts
"The City Manager is authorized to award bids and enter into informal
construction contracts pursuant to this Chapter where the amount of such
961114 11086MMI tid 1480281 0 - 3 -
contract does not exceed twenty five thousand dollars ($25,000.00), or such
other amount as the Council may designate by resolution; provided, there exists
an unencumbered appropriation in the fund account against which the expense is
to be charged. Where the amount of any such contract exceeds twenty five
thousand dollars ($25,000.00), or such other amount as the Council may
designate by resolution, the contract shall be approved by the City Council.
SECTION 7. The City Council hereby declares that the provisions of
this Ordinance are severable and if for any reason a court of competent jurisdiction shall hold
any sentence, paragraph, or section of this Ordinance to be invalid, such decision shall not
affect the validity of the remaining parts of this Ordinance.
SECTION 8. The City Clerk shall certify to the passage of this
ordinance and shall cause the same to be published in the manner required by law.
PASSED AND APPROVED this day of 1996.
KAREL LINDEMANS
MAYOR
ATTEST:
JUNE S. GREEK
CITY CLERK
%1114 1108 1 tid l4W281 0 - 4 -
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
CITY OF TEMECULA
1, JUNE S. GREEK, City Clerk of the City of Temecula, do hereby certify that the
foregoing Ordinance No. 96- was regularly introduced and placed upon its first
reading at a regular meeting of the City Council on the day of
1996. That thereafter, said Ordinance was duly adopted and passed at a regular meeting of the
City Council on the - day of 1996, by the following vote, to wit:
AYES:COUNCILMEMBERS:
NOES:COUNCILMEMBERS:
ABSENT:COUNCILMEMBERS:
ABSTAIN:COUNCILMEMBERS:
JUNE S. GREEK
CITY CLERK
APPROVED AS TO FORM:
PETER M. THORSON
CITY ATTORNEY
961114 1108 1 tid 14W281 0 - 5 -
CITY OF TEMECULA
PURCHASING MANUAL
POLICIES AND PROCEDURES
Revised December 1996
CITY OF TEMIECULA
PURCHASING AL
TABLE OF CONTENTS
SECTION 1: GENERAL INFORMATION
A. Purpose 1
B. Purchasing Responsibilities 1
C.Department Responsibilities 2
D.Overview of Purchasing Procedures 3
SECTION2: GENERAL PURCHASING GUIDELINES BASED ON TYPE OF PURCHASE
2.1 PURCHASE OF EQUIPMENT, MATERIALS, AND SERVICES4
A.General Procedures Based on Purchase Amount 4
B.Approval Authority Based on Purchase, Amount 5
C.Documentation Required Based on Purchase Amount 5
D. Step-by-Step Procedures for Purchasing Equipment, Materials, and Services 6
1. Purchases Which Require No Back-Up Documentation 6
2. Purchases Which Require Three (3) Quotes 7
3. Purchases Which Require a Request for Proposals (RFP) 8
4. RFP Process 9
2.2 PROFESSIONAL SERVICES CONTRACTS 12
A. General Procedures Based on Purchase Amount 12
B. Request for Qualifications 12
C. Approval Authority Based on Purchase Amount 12
D. Documentation Required Based on Purchase Amount . . : 12
E. Step-by-Step Procedures for Purchasing Professional Services 13
2.3 MAINTENANCE SERVICE REQUIREMENTS 14
A. General Procedures Based on Purchase Amount 14
B. Approval Authority Based on Purchase Amount 14
C. Documentation Required Based on Purchase Amount 14
D.Step-by-Step Procedures for Public Works/TCSD Maintenance Service Contracts 15
2.4PUBLIC WORKS CONSTRUCTION PROJECTS 16
A.General Procedures Based on Purchase Amount 16
B.Approval Authority Based on Purchase Amount 16
C.Required Documentation Based on Purchase Amount 16
D. General Guidelines for Public Works Construction Projects over $25,000 17
E.Step-by-Step Purchasing Procedures for Public Works Construction Projects over
$25,000 19
i
CITY OF TEMECULA
PURCHASING MANUAL
TABLE OF CONTENTS (CONTINUED)
2.5VENDORS WHOSE VENDING EQUIPMENT/FACILITIES PROVIDE A
BENEFIT OR SERVICE TO THE CITY 22
2.6 END OF YEAR CLOSEOUT FOR PURCHASING 22
SECTION 3: EXCEPTIONS TO STANDARD PURCHASING PROCEDURES
A. Emergent Requirements 23
B. Sole Source Requirements 23
C. Open Purchase Orders for Recurring Requirements 24
D. Requirements Not Covered by Purchase Orders 24
1 . Petty Cash Purchases 24
2. Travel Advances/Reimbursements 25
3. Check Requests 25
4. City Credit Card 26
SECTION 4: INSURANCE REQUIREMENTS 27
SECTION 5: DELIVERY OF GOODS AND SERVICES 28
A. Removal of Rejected Deliveries 29
ATTACHMEENTS
City of Temecula Purchasing Ordinance A
Process for Inputting a Requisition in the Eden Accounting System B
Sample Requisition C
Sample Purchase Order D
Procedures for Informal Bidding Process - City Maintenance Divisions E
Sample Agreement for Consultant Services F
Sample Equipment Purchase Agreement G
Sample Request for Proposals Announcement H
Sample Request for Proposals Cover Ixtter I
Sample Request for Proposals Document J
Insurance Requirements/For-rns K
City Clerk Procedure CCL-002: Bid Procedures L
Sample Bid Packet for Public Works Construction Contracts over $25,000 M
City of Temecula Travel Policy N
Receiving Procedures 0
ii
CITY OF TEMECUIA
PUIIZCHASING MANUAL
SECTION 1: GENERAL MORMATION
A. PURPOSE
This Purchasing Manual provides policies and guidelines for City employees to follow in
purchasing goods and services. The mission of the Purchasing Division is to provide the
highest level of customer service by maintaining good working relationships with both
requesting departments and vendors who provide goods/services. The City's goal in
purchasing is to obtain merchandise and services of the highest quality at the lowest price
within specified time lines.
B.PURCHASING RESPONSIBI]LITEES
Becausepurchasing is critical to the proper administration of all City functions, the overall
successof the purchasing operation lies not only with the Purchasing Division, but also with
each department.
The Purchasing Division's responsibilities are derived directly from the need to ensure all
department purchasing requirements are filled timely and cost effectively. These
responsibilities are to:
1 . Adhere to the policies and guidelines set forth herein;
2.Contact vendors for quotes, clarifications, requirement status, and questions, as
appropriate;
3 .Know how/where to find the sources, availability and the delivery time of the various
materials, equipment, or services ordered;
4.Provide a three day maximum turn around (ftom the time the requisition is approved at
the department level) on purchase orders;
5.Question purchases which do not appear to conform to the policies and guidelines
established herein;
6.Bring to the attention of the Director of Finance those purchases which do not conform
to the procedures established herein;
CRFY OF TEMECULA
PURCHASING MANUAL
7.Review Requests for Proposals (RFP's) for compliance with purchasing policies and
procedures; and,
8.Review all requisitions to ensure completeness, which includes ensuring all back-up
documentation has been provided.
C. DEPARTMEENT RESPONSEBI]LITIES
In the purchasing process, it is each department's responsibility to:
1 .Adhere to the policies and guidelines set forth herein, particularly with respect to
obligating the City for purchases without a purchase order in place;
2.Bring to the attention of the Purchasing Manager or Director of Finance those emergent
requirements which require manual purchase orders to be put in place prior to the
vendor being given authorization to provide goods or services;
3.Consider the lead time necessary for the Purchasing Division to obtain items ordered,
and to plan requests accordingly to avoid rush orders and increased costs;
4.Prepare specifications for contracts or purchase orders that require engineering or
technical background;
5.Be specific and complete, including equivalent brand or model numbers when
available, when describing items requested;
6.Prepare Requests for Proposals (RFP's) based upon the boiler plate format provided in
this Purchasing Manual (see Attachment J);
7.Provide complete back-up documentation with all requisitions; and,
8. Provide sources for purchases where possible.
2
CITY OF TEMECULA
PURCHASING MANUAL
D. OVERVEEW OF CITY PURCHASING PROCEDURES
Generally, this manual covers four (4) procedures which are utilized for purchasing supplies,
services, and equipment for the City. These are:
Purchases for equipment, materials, and services
Purchases for professional services
Purchases for City maintenance services (TCSD/Public Works)
Public Works Construction Projects
NOTE. SuppUes, services or equipment, unless agreed to be an emergency by the
Purchasing Manager or Director of Knance, are not to be obtained before these
procedures are followed. Emergency purchase orders will be processed the same day
ofnodce,providingallproperdocumentationissubmitted. Purchasesdeterininedto
be non-emergency shall be processed routinely with daily requisition processing.
The City's purchasing procedures focus on practicing "buy Temecula first" whenever possible.
Local vendors are solicited directly when known to provide the required supplies, services, or
equipment. Additionally, in evaluating prices for quotes or proposals, local vendors are given
a one percent (1 %) credit to reflect the sales taxes from which the City will receive a direct
benefit.
3
CRFY OF TEMECULA
PURCHASING MANUAL
SECTION 2: GENERAL PURCHASING GUIDELINES BASED
ON TYPE OF PURCHASE
The responsibility for the implementation of the City's Purchasing Ordinance Section 3.28
(Attachment A) has been delegated by the City Manager to the Director of Finance and
Purchasing Manager. All requirements for goods or services are processed through the
Purchasing Division, without exception. The City Manager or designee has final approval
authority of all City purchases.
NOTE.If a purchase is made without a purchase order in place, then the individual who
has obligated the Government funds may be liable for payment of the purchase,
since the appropriate authority did not approve the expenditure. Additionally,
paymentfor all invoices which are submittedfor goods or services received by the
City without having been approved by the appropriate authority via a purchase order
will be routed to the City Managerfor approval
SECTION 2. I: PURCHASE OF EQUIPMENT, MATERIALS, AND SERVICES
A. General Procedures Based on Purchase Amount
This category covers all City requirements except for Professional Services Contracts, Public
Works/TCSD Maintenance requirements, and Public Works construction contracts.
Purchase AmountsPurchasing Procedurea
Up to $2,500Outright purchase with no quotes required
$2,501 to $10,000Informal quote procedures using a minimum
of three quotes is required
Over $10,000Formal advertising/RFP procedures required
4
CITY OF TEMECULA
PURCHASING MANUAL
B.Approval Authority Based on Purchase Amount
Purchase AmountsApproval Authority
up to $1,000Department Director/Purchasing Manager
up to $10,000Director of Finance Review/City Manager Approval
Over $10,000City Council
C.Documentation Required Based On Purchase Amount
Purchase AmountsReg.uired Documentation
Up to $2,500Requisition signed by the Deparftnent Director or authorized
representative
$2,501 to $10,000Requisition signed by the Department Director or authorized
representative, minimum of three (3) quotes, or sole source
justification memo
Over $10,000Requisition signed by the Department Director or authorized
representative, City Council staff report and minute order signed
by the City Clerk, copy of executed contract (if applicable) or
signed vendor proposal
5
CrrY OF TEMECULA
PURCHASING MANUAL
D.Step-by-Step Procedures for Purchasing Equipment, Materials, and Services
1.PURCHASES WHICH REQUIRE NO BACK-UP DOCUMENTATION (UP TO $2,500)
a.Department identifies supplies, services or equipment required.
b.Department purchasing representative inputs the requisition into the Eden System
(instructions for operating the Eden System are included in Attachment B), and prints the
requisition (see Attachment C for sample requisition).
c.Department purchasing representative obtains department director approval signature on the
requisition and routes the approved requisition to the Purchasing Division.
d.The Purchasing Division receives the approved requisition and routes the package through
the appropriate approval authority delineated above, depending on the type of purchase and
total purchase amount.
e.The Purchasing Manager ensures all appropriate signatures are on the requisition and then
approves the purchase in Eden. Once the requisition is approved in Eden, a purchase order
can be printed (see Attachment D for sample purchase order).
f.The Purchasing Division prints the purchase order and forwards all documentation to an
accountant in the Finance Department for account encumbrance verification. Once
approved by the accountant, the Purchasing Division reviews the purchase order package,
signs in the "Reviewed by" block, and routes the package to the Purchasing Manager for
final approval signature.
g.The Purchase Order is distributed as follows:
Whfte- Purchasing Division
Canary- Finance Department Accounts Payable Division
Pink- Originating Department
Goldenrod- Vendor
NOTE.- Eachdepartinent'spurchasingrepresen@veisresponsibleformailingthe
goldenrod copy of the purchase order to the vendor, unkss prior arrangements
have been made with the Purchasing Division.
6
CITY OF TEMECULA
PURCHASING MANUAL
2.PURCHASES WHICH REQUIRE THREE (3) QUOTES ($2,501 UP TO $10,000)
a.Department identifies supplies, services, or equipment required.
b.Department purchasing representative identifies a minimum of three sources for the
requirement.
c.Department purchasing representative contacts the three vendors by telephone or fax, and
receives three quotes for the requirement. Department purchasing representative documents
all quotes received, as well as all "no quote" responses.
d.Department purchasing representative determines which vendor has the lowest, qualified
quote (can meet all City requirements for delivery, quality, etc.).
e.Department purchasing representative inputs the requisition into the Eden System
(instructions for operating the Eden System are included in Attachment B), and prints the
requisition (see Attachment C for sample requisition).
f.Department purchasing representative obtains and attaches all required back-up documents,
obtains department director approval signature on the requisition, and routes the approved
requisition to the Purchasing Division.
NOTE.- Depa=ent purchasing representative must allach all quote documentation to the
requisition when routing the requisition to the Purchasing Division. If the
Department determines that the low quote cannot meet the City's requirements,
documentation of why the Department has ekcted not to go with the low quote must
be attached.
g.The Purchasing Division receives the approved requisition and routes the package through
the appropriate approval authority delineated above, depending on the type of purchase and
total purchase amount.
h.The Purchasing Manager ensures all appropriate signatures are on the requisition and then
approves the purchase in Eden. Once the requisition is approved in Eden, a purchase order
can be printed (see Attachment D for sample purchase order).
7
CRFY OF TEMECULA
PURCHASING MANUAL
i.The Purchasing Division prints the purchase order and forwards all documentation to an
accountant in the Finance Department for account encumbrance verification. Once
approved by the accountant, the Purchasing Division reviews the purchase order package,
signs in the "Reviewed by" block, and routes the package to the Purchasing Manager for
final approval signature.
j.The Purchase Order is distributed as follows:
White- Purchasing Division
Canary- Finance Department Accounts Payable Division
Pink- Originating Department
Goldenrod- Vendor
NOTE.- Eachdepartment'spurchasingrepresentadveisresponsibleformailingthe
goldenrod copy of the purchase order to the vendor, unless prior arrangements
have been made with the Purchasing Division.
3. PURCHASES WHICH REQUIRE REQUESTS FOR PROPOSALS (RFP)
Purchases which require a Request for Proposals (RFP) to be issued are those which must be
advertised and competed in the open market. These requirements generally fall into the
following categories:
a.Equipment, materials, and service requirements over $10,000
b. Public Works/TCSD maintenance service requirements over $25,000
A boiler plate RFP is provided in Attachment J. Departments should use this document to
obtain proposals for purchases which require the City to advertise and compete a requirement
in the open market. The Department shall careftilly review and revise the boilerplate RFP to
fit the particular needs of the proposal. While all of the standard provisions are included in the
boilerplate RFP, not all will be applicable to each proposal.
ExcgpAgn: Biggy-Backing on an Existing Contract
The RFP process need not be used if there is an existing contract in place for the same
requirement. 7his existing contract must be between the vendor and a public agency, and
must have been awarded on a competitive basis in order to be consideredfor 'Piggy-
backing
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4. RFP PROCESS (OVER $10,000)
The following are guidelines to be adhered to in the RFP process:
a.Department identifies the requirement and determines that an RFP must be issued based on
the value of the requirement.
b.Deparunent fills in the appropriate blanks of the RFP boiler plate, and makes any changes
specific to the requirement so that the document flows. Departments may seek assistance
from the Purchasing Manager or Purchasing Division in completing the RFP.
c.Department defines the scope of work to be included in as an attachment to the RFP.
d.Department submits the proposed RFP to the Purchasing Division for review.
e.Purchasing Division reviews the document for compliance with purchasing policies and
procedures, and makes recommendations to the Department.
f.Purchasing Division prepares a cover letter for the RFP. This letter will be signed by the
Purchasing Manager (see Attachment I for sample cover letter).
g.Department prepares an advertisement, if required, to be signed by the City Clerk (see
Attachment H for sample advertisement). Advertising the requirement may be waived by
the City Manager if a deparunent can provide an adequate number of sources to solicit for
proposals. The required number of adequate sources is based on the nature of the
requirement, and will be determined by the City Manager.
NOTE. 7he kad time for an ad to be placed in the newspaper is three days. 7he proposed
ad must be turned in to the City Clerk Depan'ment no later than 12: 00 p.m. three
days prior to the desired advertisement date.
h.DeparUnent notifies the City Clerk Deparunent, and provides the advertisement document
and a copy of the RFP so that the requirement can be publicly advertised in the newspaper
or on the Internet. The City Clerk Department will provide a closing date for the RFP,
which date should be a minimum of ten days from the date of advertisement.
NOTE.- Purchases in this section shall be publicly adverfised a minimum of one dme to
satisfy the open market competition requirement.
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i.All RFP's will be collected by the City Clerk Department, and will be turned over to the
requiring Department once the closing date and time have elapsed.
j.Once the requiring Department receives all RFP's submitted, an evaluation committee will
convene to evaluate the proposals. The recommended members of this committee should
consist of a minimum of three (3) individuals, including a technical representative, a
purchasing representative, and a representative from the department initiating the RFP.
k.After the Committee has come to a consensus as to the most qualified, lowest priced
proposal, the Department initiating the requirement will prepare a staff report and contract
document to present to the City Council for approval. Note that although a proposal is the
lowest priced, it may not necessarily be the best qualified to meet the City's needs.
Consequently, if the Committee does not find the lowest priced proposal to be the best
qualified overall, then the final evaluation should clearly document why the City is not
recommending award to the lowest priced proposal.
1.After the City Council has approved the requirement and all appropriate signatures have
been obtained, the Department purchasing representative inputs the requisition into Eden
(see Attachment B for requisition input procedures).
m.Department purchasing representative inputs the requisition into the Eden System
(instructions for operating the Eden System are included in Attachment B), and prints the
requisition (see Attachment C for sample requisition).
n.Department purchasing representative obtains and attaches all required back-up documents
(copy of executed agreement, Council staff report and action agenda), obtains department
director approval signature on the requisition, and routes the approved requisition to the
Purchasing Division.
o.The Purchasing Division receives the approved requisition and routes the package through
the appropriate approval authority delineated above, depending on the type of purchase and
total purchase amount.
p.The Purchasing Manager ensures all appropriate signatures are on the requisition and then
approves the purchase in Eden. Once the requisition is approved in Eden, a purchase order
can be printed (see Attachment D for sample purchase order).
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q.The Purchasing Division prints the purchase order and forwards all documentation to an
accountant in the Finance Departinent for account encumbrance verification. Once
approved by the accountant, the Purchasing Division reviews the purchase order package,
signs in the "Reviewed by" block, and routes the package to the Purchasing Manager for
final approval signature.
r.The Purchase Order is distributed as follows:
White- Purchasing Division
Canary- Finance Department Accounts Payable Division
Pink- Originating Department
Goldenrod- Vendor
NOTE. Eachdepartinentpurchasingrepresentativeisresponsibleformailingthe
goldenrod copy of the purchase order to the vendor, unless prior arrangements
have been made with the Purchasing Division.
CITY OF TEMECULA
PURCHASING MANUAL
SECTION 2.2 PROFESSIONAL SERVICES CONTRACTS
A. General Procedures Based on Purchase Amount
Selection of a vendor for professional services purchase orders/contracts is based on
qualifications, regardless of the dollar amount of the contract or purchase order to be awarded.
Likewise, sole source selections for professional services are pen-nissible, and do not require
back-up documentation to justify the selection.
B. Request for Qualifications
There may be instances where the City desires to seek out qualified consultants to develop a
scope of work, where no pricing information is required. In these instances, a Request for
Qualifications is distributed to a mailing list of consultants and/or publicly advertised to solicit
participation. The format is similar to the Request for Proposals; however, the statement of
work is modified to provide the consultants general criteria under which their qualifications
should be submitted. The significance of using this format in lieu of a request for proposals is
that consultants need not provide a "full blown" presentation, which includes pricing, in order
for an agreement to be awarded. Once qualified consultants have been identified, departments
should include the top five consultants in the Request for Proposal process to ensure
competitive pricing is provided by the consultants.
C.Approval Authority Based On Purchase Amount
Purchase Amounts@roval Authority
up to $1,000Department Director/Purchasing Manager
$1,001 to $10,000Director of Finance Review/City Manager Approval
Over $10,000City Council
D.Documentation Required Based On Purchase Amount
Purchase AmountsRequired Documentation
up to $10,000Requisition signed by the Department Director or authorized
representative, a scope of work signed by the vendor listing
requirements, and a professional services agreement approved by
the City Manager (see Attachment F for sample agreement)
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Over $10,000 Requisition signed by the Department Director or authorized
representative, City Council staff report and minute order signed
by the City Clerk, copy of executed professional services
agreement (see Attachment F for sample agreement)
E. Step-by-Step Procedures for Purchasing Professional Services
Purchases for professional services are generally broken down into two categories: under
$10,000 and over $10,000.
1. PURCHASES UNDER $10,000
Those purchases for professional services which are under $10,000 follow the procedures
outlined in Section 2. 1. D. 1, with the exception that a "scope of work" and executed
professional services agreement must be attached to the requisition so that both the City and
the vendor know what is expected from the work.
2. PURCHASES OVER $10,000
Purchases for professional services which exceed $10,000 will generally adhere to the
following procedures:
a.Department identifies professional services requirement, and a vendor (usually a consulting
firm) who is able to successfully complete the requirement.
b.Department obtains from the vendor a proposal which contains both the scope of work to
be performed and the price to complete the work.
c.Deparunent prepares a professional services agreement to present to the City Council (see
Attachment F for sample agreement).
d.After City Council approval is obtained, Department purchasing representative inputs the
requisition into Eden, prints the requisition, and obtains the appropriate Director approval.
e.Department purchasing representative then routes the requisition, including the back-up
documentation required by Section 2.2.C, to the Purchasing Division.
f.The remaining steps are covered in Section 2. 1. D above.
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SECTION 2.3 MAINTENANCE SERVICE REQUIREMENTS
A.General Procedures Based on Purchase Amount
These are requirements from the Public Works and TCSD Maintenance Divisions which
support City operations.
Purchase Amounts Purchasing Procedures
Up to $5,000 Outright purchase with no quotes required
$5,001 to $25,000 Informal quote procedures using a minimum
of three quotes is required
Over $25,000 Formal advertising/RFP procedures required
B.Approval Authority Based on Purchase Amount
Purchase AmountsApproval Authority
up to $1,000Purchasing Manager
up to $10,000Director of Finance Review/City Manager Approval
Over $10,000City Council
C.Documentation Required Based on Purchase Amount
Purchase AmountsReg.uired Documentation
Up to $5,000Requisition signed by the Department Director or authorized
representative
$5,001 to $10,000Requisition signed by the Department Director or authorized
representative, minimum of three (3) quotes, or sole source
justification memo
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$10,001 to $25,000Requisition signed by the Department Director or authorized
representative; minimum of three (3) quotes, or sole source
justification memo; City Council staff report and minute order
signed by the City Clerk, copy of executed contract (if
applicable) or signed vendor proposal
Over $25,000Requisition signed by the Department Director or authorized
representative; City Council staff report and minute order signed
by the City Clerk; copy of executed agreement and/or signed
vendor proposal; all insurance/bond documentation required by
the contract.
D. Step-by-Step Procedures for Pubfic Works/TCSD Maintenance Service Contracts
Purchases under $25.M
Public Works and TCSD maintenance service requirements under $25,000 follow the
procedures delineated in Attachment E to identify a vendor to provide the services.
Once the vendor has been identified, the Department purchasing representative inputs the
requisition into Eden, prints the requisition and obtains Director approval, and attaches the
scope of work to the requisition prior to routing the requisition to the Purchasing Division for
processing.
The remaining steps for Public Works/TCSD maintenance services purchases are covered in
Section 2. 1 -D above.
Purchases over $25,000
Maintenance service purchases over $25,000 may follow either the RFP procedures in Section
2. 1-D above, or the formal bidding procedures which cover Public Works construction
projects, as outlined in Section 2.4-E below.
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SECTION 2.4: PUBLIC WORKS CONSTRUCTION PROJECTS - (IN
ACCORDANCE WITH THE PUBLIC CONTRACTS
CODE)
A.General Procedures Based on Purchase Amount
Purchase AmountsPurchasing Procedures
Up to $25,000No quotes required
$25,000- $75,000Informal quote procedures in accordance with
Public Contracts Code
Over $75,000Formal bid procedures in accordance
with the Public Contracts Code
B.Approval Authority Based on Purchase Amount
Purchase AmountsApl2roval Authority
up to $1,000Purchasing Manager
$1,001 to $25,000Director of Finance Review/City Manager Approval
Over $25,000City Council
C.Required Documentation Based on Purchase Amount
Purchase AmountaReg.uired Documentation
Up to $5,000Requisition signed by the Department Director or authorized
representative, and a scope of work listing requirements (no
contract required)
$5,001 to $25,000Requisition signed by the Department Director or authorized
representative, minimum of three (3) quotes, or sole source
justification memo
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Over $25,000 Requisition signed by the Department Director or authorized
representative, City Council staff report and minute order signed
by the City Clerk, copy of executed agreement and/or signed
vendor proposal, and all insurance/bond paperwork required by
the contract
NOTE. InforinalBidsproceduresforpublicconstructionprojectsintheamountof$25,000
or less may be performed by City employees by force account, by negotiated contract, or by
purchase order.
D.General Guidelines for Public Works Construction Projects Over $25,000/Formal
Bid Procedures
In accordance with the Public Contracts Code, all Public Works construction projects must
follow formal bid procedures.
The City of Temecula conducts all formal bid procedures in accordance with City Ordinance,
Chapter 3.32 of the Temecula Municipal Code, which covers Public Works Contracts (see
Attachment A); and in accordance with City Clerk Policies and Procedures (see Attachment
L).
Formal bids are those which are publicly advertised (e.g., via newspaper ads) for a minimum
of ten days in order to maximize competition in the bidding process. Formal bid contracts are
normally awarded by the City Council to the lowest responsible bidder. If attempts are made
to obtain formal bids but no bids are received, the City is authorized to negotiate for a written
proposal and make recommendations to the City Council based on these findings.
Contractors submitting formal bids for Public Works Construction Projects over $25,000 shall
comply with requirements for the bid as set forth in the Notice Inviting Bids and the Plans and
Specifications for the Project. T bidding requirements may differ for each project. For the
convenience of City staff in completing the bid process, a portion of the more general bidding
requirements normally included in the Notice Inviting Bids are set forth below:
1.Bids must be transmitted in a sealed envelope indicating on the outside of the envelope the
name of the vendor, bid number, and the date and hour of the specified opening.
2.All bids must be signed by a responsible officer or employee of the firm submitting the bid.
Obligations assumed by such signature must be fulfilled. Additionally, submission of a
signed bid will be interpreted to mean thaf the bidder has agreed to all of the terms and
conditions set forth in the bid package.
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3.All prices and notations must be typewritten or written in ink. No erasures will be
permitted. Mistakes may be crossed out and corrections made adjacent. All corrections
must be initialed by person signing the quotation.
4.Bids submitted may be withdrawn by written or telegraphic request received by the City
Clerk before the hour set for opening. After such hour, a bid may not be withdrawn,
except as provided in the Public Contracts Code.
5 .Contractors are expected to meet or exceed the required specifications in the bid submitted.
Thus, if a bid does not comply with the required specifications, contractor shall attach to
the bid a complete detailed itemization and explanation for each deviation or variation from
the specifications, as to how the bid is equivalent to the specification. If a bid does not
meet the required specifications, then the bid will be determined to be nonresponsive and
will be disqualified from consideration for award. Likewise, absence of any such
itemization and explanation shall be understood to mean that the bid proposed meets all
required specifications. Contractor shall comply with provisions of the Public Contracts
Code pertaining to equivalents.
6.Taxes shall be the responsibility of the bidder.
7.Unless otherwise requested by the bid packages, samples of items shall be furnished free of
expense to the City and, if not destroyed by tests, will upon request be returned to the
contractor/vendor at the contractor/vendor's expense.
8.In case of default by the awarded contractor, the City may procure the work, materials or
service from other sources. The City may deduct any excess cost from any unpaid balance
due the contractor, or may bill for same at City's discretion. The prices paid by the City in
such events shall be considered the prevailing market price at the time of purchase.
9.The contractor shall defend, indemnify, protect, and hold the City, its officers, agents,
servants and employees harmless from liability of any nature of kind due to the use of any
copyright, or un-copyrighted composition, secret process, patented or unpatented
inventions, articles or appliance furnished or used under the bid.
10.The successful contractor will not be held liable for failure or delay in performance if
prevented or materially hindered by fire, strike, or act of God. However, if it is
determined that the contractor is unable to perform, the City reserves the right to reject
the bid and to select another contractor/vendor.
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11.The work, labor and materials which the bidder proposes to furnish to the City must
comply in all respects with the appropriate equipment and safety regulations of all
Federal, State and local regulatory commissions, whether such equipment or safety
features have been specifically outlined or required in these specifications or not.
12.The bidder shall, upon demand, present to the City all necessary certificates, licenses and
permits as required by Federal, State and local regulations, as necessary, to perform the
work and deliver materials provided to the City. This includes, but is not limited to, the
City of Temecula Business License.
13.Bids are subject to acceptance at any time within 30 days after the opening of same,
unless otherwise stipulated in the bid package.
14.Conflict of Interest: Submission of a bid certifies that no City employee, whose position
in the City enables him or her to influence any award of a contract, is employed by the
contractor or has any financial interests in transactions resulting from award of the bid.
E.Step-by-Step Purchasing Procedures for Public Works Construction Projects Over
$25,000/Formal Bid Procedures
For all formal bid procedures, refer to City Clerk Procedures #002 (Attachment L), and
Sample Bid Packet for Public Works Construction Contracts over $25,000 (Attachment M).
1 .Prior to going out to bid for Public Works Capital Project requirement, the Public Works
Department must obtain City Council approval for the requirement, unless waived by the
City Manager. To accomplish this, the Director of Public Works prepares a staff report
requesting that the City Council authorize plans and specifications for the project, and
provide authorization to go out to bid. This staff report must include identification of the
unencumbered funding source for the project based on the Capital Improvement Program
Budget, and authorization for expenditure of these funds.
2.Once approved by the City Council, the Project Manager will request a bid number from
the City Clerk's Department. This is used as the official project number throughout the life
of the project.
3 .The Public Works Engineering Division, Connnunity Services District, and/or outside
design services contractor, will prepare plans and specifications.
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4.Plans and specifications will be reviewed by:
a.Director of Public Works
b.Building and Safety Inspection Division
c.City Attorney
d.Affected utilities for conflicts and/or relocations
5.The Project Manager will reproduce plans and specifications, and will deliver them to
Public Works and Community Services District, as applicable. At that point, Public Works
and/or Community Services District will prepare the actual Request for Proposal (RFP),
which will include the proposed contract document.
6.Once the Plans and Specifications have been prepared, the document is forwarded to the
Risk Manager for review of all insurance requirements and endorsements. After all
documents are determined to be ready for bidding, the entire package is mailed to all
vendors who have purchased bid packages and are on the department's mailing list. After
the initial mailing is completed, both the package and mailing list are forwarded to the City
Clerk's Office to allow additional vendors to purchase the bid package. The City Clerk's
Office will maintain the list of plan holders.
NOTE. Thedepartinentini@ngthebidpackageisresponsiblefordisoibutingthepackage
to Plan Rooms (with an invitation to bid), and to appropriate City staff. If an
addendum is issued by the Project Manager, all plan holders will receive the
addendum mailed by the City Clerk's Office by cehified mail.
7.After the bid opening and final evaluation of bids, a successful contractor is chosen, and a
staff report recommending award is presented to the City Council for approval. Once
Council approval is obtained, two (2) original contract documents are mailed to the
successful contractor for execution. Once executed, these documents are sent to the City
Clerk to obtain Mayor and City Attorney signatures.
8.After the document is executed, the contract package is returned to the Purchasing Manager
for review, to ensure that the appropriate subsequent documentation (insurance certificate,
bid bond, performance bond, etc.) is submitted to the City by the successful
contractor/vendor. Two (2) originals of these documents, the Contractor's original and the
City's original, must be provided. Final authorization for commencement of services will
not be given until this purchasing review process is complete.
9.The City Clerk will retain one (1) original, and provide one photocopy each to the
appropriate Department Director(s) and to the Purchasing Division.
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10.After the contract package is determined to be complete, the Project Manager will hold a
pre-construction meeting with the contractor and issue a "Notice to Proceed". One (1)
copy of the notice will be sent to the City Clerk and to the Purchasing Division with an
expected partial payment cash flow schedule.
11.All preliminary liens and stop notices received by any department are to be forwarded
immediately to the City Clerk, with a copy to the Accounts Payable Division of the
Finance Department. The Public Works will retain one copy of all liens and stop notices,
and will provide a memo to the Finance Department to ensure withholding of stop notice
amounts from progress payments.
13.All claims (damage to citizen's cars, utility company facilities, etc.) are to be forwarded
immediately to the City Clerk, with a copy to the Risk Manager.
14.Upon completion of construction and review by the Director of Public Works, the Project
Manager will prepare a project Summary Report and Notice of Completion for City
Council approval. The Summary Report briefly states that the project was built
according to approved plans and specifications and includes project start and completion
dates, statement of changes authorized by the City, original contract amount, and final
contract amount. The staff report will also request that the City Clerk be authorized to
execute and record the "Notice of Completion" with the County Recorder.
15.The City Clerk will file the Notice of Completion with the County Recorder. A copy of
the recorded document is then provided to the Finance Department and Engineering
Department.
16.Thirty-flve (35) days after recordation, the City Clerk releases all bonds and the Finance
Department releases the retention, if there are no liens or stop notices against the project.
17.One year after acceptance of the project, the maintenance bond is released, if
maintenance has been satisfactory.
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SECTION 2.5 VENDORS WHOSE VENDING EQUIPMEENT/FACILITIES
PROVIDE A BENEFIT OR SERVICE TO THE CITY
In many instances, the City has been afforded the opportunity to employ vendors who profit
from conducting business while providing a benefit or service at no cost to the City. Such
businesses include vending machines and push cart vendors.
Although the City does not pay to employ these vendors, due to the competitive business
market, it is the City's responsibility to ensure that the maximum benefit is achieved from their
employment. Consequently, these vendors will be required to compete to conduct business in
the City in a process similar to the quotes/request for proposal processes. The primary
difference will be that instead of award being based partially on the cost to the City, that
portion of the evaluation will be based on the monetary benefit to the City (e.g., rebates, low
cost to citizens, etc.).
SECTION 2.6: END OF YEAR CLOSEOUT FOR PURCHASING
Each year during the month of May, the Purchasing Division notifies all departments that all
standard requirements must be input into Eden by June lst to allow the Purchasing Division
enough time to close out all purchase orders which will not be rolled over into the new fiscal
year. This is intended only to include routine requirements which can be anticipated based on
daily operations. It is not intended to include emergent requirements, purchases related to
Capital projects, or those requirements which could not be anticipated. Likewise, if a
requirement arises after June lst, deparhnents absolutely must notify the Purchasing Division
and must ensure that a requisition is in place prior to funds being obligated to a vendor.
Failure to do so may result in invoices not being processed timely, since there would be no
mechanism in place to indicate that an invoice and required payment may be forthcoming.
Additionally, due to the new fiscal year starting, it becomes imperative that all purchases be
identified prior to June 30th, so that any prior fiscal year invoices are paid out of the prior
year's budget allocation.
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SECTION 3: EXCEPTIONS TO STANDARD PURCHASING
PROCEDURES
In some cases, it is neither practical nor desirable to use standard purchasing procedures.
T'hese exceptions are listed below:
A. Emergent Requirements
In cases of emergency, purchases exceeding $2,500 are exempt from the standard purchasing
procedures outlined above. However, each purchase determined to be "emergent" by a
department must be validated and authorized by the Purchasing Manager or Director of
Finance prior to the purchase being made. Additionally, emergent purchases exceeding
$10,000, ($25,000 for Public Works Construction Contracts), may be approved by the City
Manager, with ratification by the City Council after the purchase has been made.
Approved emergent requirements will be expedited the same day, provided that all required
documentation is received by the Purchasing Division. Non-approved emergent requirements
(i.e., those for which invoices are received and the Purchasing Division has no knowledge of
the emergency requirement), will be processed routinely, requiring approval by the City
Manager.
B. Sole Source Requirements
In those circumstances where there is only one vendor due to proprietary rights or other
limitations, a purchase may be made to that vendor without having to use standard purchasing
procedures. However, if there is even a remote possibility that another vendor exists, then
every measure possible should be taken to obtain more than one quote for the requirement.
Sole source requirements should be clearly identified in block 15 of the requisition document
by the department purchasing representative.
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C. Open Purchase Orders for Recurring Requirements
In circumstances where a department has a recurring requirement (routine vehicle
maintenance, office supplies, etc.), an "open" purchase order may be used to enable the
department to obtain the supplies or services without having to go through the requisition
process each time. An open purchase order is set up with a "not to exceed" amount, and with
specific staff members authorized to place orders against it.
It is the department purchasing representative's responsibility to track all orders placed against
an open purchase order, so that when it appears that the purchase order is going to run out, a
new one can be processed prior to the old one expiring. The advantage of an open purchase
order is that a department has the flexibility of obtaining recurring services quickly. The
disadvantages of an open purchase order are that departments must track purchases closely to
ensure funding is available on the purchase order, and that funds are encumbered once the
purchase order is approved.
An open purchase order can be for any amount. However, if a department desires to exceed
$2,500, then three quotes must be obtained in accordance with procedures established in this
manual. If there is a variety of items which will be ordered against this purchase order, and
all of them cannot be identified at the time the requisition is being processed, then the
department purchasing representative should identify a minimum of 10 most commonly
ordered items and obtain pricing for those items. This will satisfy the requirement for quotes.
Sources for open purchase orders should be reviewed by the deparunent purchasing
representative on an annual basis to ensure competitive pricing. Obtaining quotes using the
methodology in the paragraph above will satisfy this requirement for annual review.
D. Requirements Not Covered by Purchase Orders
The following are requirements which are not covered by purchase orders:
1.PETTY CASH PURCHASES
When the value of a purchase is $50 or less, the item may be purchased using the Petty Cash
Fund. Petty Cash may be used either to reimburse an employee for personal funds expended,
or may be used as a cash advance for a purchase to be made. All Petty Cash purchases must
be approved by the appropriate Deparunent Director prior to funds being disbursed. Forms
must be completely filled out, including proper account coding. Reimbursement forms are
available from the cashier's office.
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In those cases where an employee is being reimbursed for funds already expended, an original
receipt or proof of expenditure must be provided with the Petty Cash form prior to funds being
disbursed. If no original receipt is available, then a signed memo from the appropriate
Department Director providing an explanation of the expenditure may suffice for
reimbursement.
If the funds are being advanced, then the employee making the purchase must provide the
original receipt or proof of expenditure no later than the close of the next business day
following the date of receipt of the petty cash advance. Failure to comply with this provision
may result in funds not being advanced to the delinquent department in the future.
NOTE. Pettycashmaybeapprovedforpurchasesinexcessof$50onlywithpdorapproval
from either the Director of Knance or designated fynance Department
representative. Employeesshouldnotexpectautomaticapprovalforreimbursement
of any petty cash expenditure.
2. TRAVEL ADVANCE/REIMBURSEMENTS
Complete procedures for travel are provided in the City of Temecula Travel Policy (see
Attachment N).
3. CHECK REQUESTS
Check requests are not intended to take the place of a purchase order, and will not be used to
circumvent purchasing procedures. Departments can submit a Request for Check for items
that include the following:
a.Payment for an Instructor
b.Escrow Services
c.Refunds of deposits made with the City
d.Refunds due from overpayments
e.Payments for claims
f.Fees to other agencies based on agreements/construction projects/etc.
g.Any exceptions with prior approval by the Director of Finance
NOTE. Invoices for tuition, dueslmeetings for professional assoc@ons, subscriptions to
magazinesljournalslnewspapersletc., travel, airfare, and conferences may be
submitted for payment without a check request or purchase order.
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4. CITY CREDIT CARD
Complete policy and procedures for using City credit cards are provided in the City of
Temecula Travel Policy (see Attachment N).
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SECTION 4: INSURANCE REQUIREMENTS
Vendors making delivery or providing services on City premises shall carry liability insurance
and Worker's Compensation coverage as required by the State of California. Additionally,
contract documents may require specific insurance requirements which must be satisfied prior
to commencement of services. All insurance endorsements shall be forwarded to the City's
Risk Manager for review prior to the commence of work. Once the documentation is
determined to be satisfactory, the originals will be filed with the original contract documents in
the City Clerk's office. Procedures for the City's insurance requirements are provided in
Attachment K.
Since insurance requirements may vary based on the nature of the purchase, the Risk Manager
may add, delete, or reduce the level of insurance required on a case by case basis.
NOTE: AU insurance cemflcates must name City of Temecula as additional insured in
order to satisfy insurance requirements. Additionally, if the term of insurance expires prior
to issuance of a Notice of Completion, then it is the responsibility of the Project Manager to
ensure that a new CerWflcate of Insurance is received to cover the tenn of the project, and is
forwarded to the Risk Managerfor review.
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PURCHASING MANUAL
SECTION 5: DELIVERY OF GOODS AND SERVICES
Prompt delivery and efficient service are essential. Delivery shall be made complete as
ordered in accordance with schedules established at the time the purchase order is placed.
Failure to furnish such delivery and service will constitute a breach of the conditions of the
Purchase Order. In such a case of default, the City may procure the goods/services from
another source and may charge the contractor/vendor for any excess costs incurred.
Delivery of items ordered for use in City Hall shall be made to a central receiving location as
specified within City Hall (see attachment 0 for Receiving Procedures). For all off-site
deliveries, purchase orders should specify the site to which the delivery is to be made with a
point of contact, if possible.
Vendors shall deliver each order in one (1) shipment whenever possible. A partial shipment of
an order may be rejected, at the Purchasing Manager's option, unless specifically authorized
on the order. It is the responsibility of each department purchasing representative to ensure
purchases are received in the quantities ordered. The Purchasing Division will not track the
delivery of a purchase order unless prior arrangements are made between the department
purchasing representative and the Purchasing Division.
In accepting award of a purchase order, the vendor guarantees to make delivery of all items on
the purchase order. Likewise, if the items are not readily available, it is the vendor's
responsibility to see that all items are obtainable from any other source having the items in
stock.
Each item furnished shall be new, without deterioration, and ready for use in accordance with
the latest specifications provided by the manufacturer, unless otherwise specified. On all items
furnished, final inspection and acceptance/rejection will be by the City. Final inspection shall
be conclusive except with respect to latent defects or fraud. Additionally, final inspection and
acceptance/rejection of each item will be made as soon as practical.
NOTE.Failure to inspect and acceptlreject an item shall be construed as acceptance by the
City of items which are not in compliance with specifications. If, after acceptance,
the City suspects that an item is not in compliance, then the City may submit
samples of products of doubtful composition andlor physical details to a qualified
commercial laboratory for testing. In cases of non-compliance, the cost of such
testing will be paid by the vendor.
28
CITY OF TEMECULA
PURCHASING MANUAL
The City reserves the right to request samples for testing the products on which the vendor has
quoted. These products shall be fumished to the City's Purchasing Manager by the vendor at
no cost to the City.
A. Removal of Rejected Deliveries
Upon notification of rejection of a delivery, the contractor/vendor shall promptly remove
rejected materials at the vendor's expense. The City will not be responsible for rejected
products, including the cost of the product and its removal.
29
E 13
-OAIV
1480 TERRAciTA DRIVE - SAN BERNARDINO, CA 92404 - (909) 886-7408 - FAx (909) 886-7529
MOBILE (909) 31777744 - E-MAIL: mcdcon@ix.netcom.com
Rr VERSIDE COUNTY @RGOVERNMENTAL AGENCIF
PREL@ARY ANALYSIS
November 13, 1996
SOME PRELINffNARY CO@NTS
1. Is it broken2 It's not necessarily clear that the three-agency system is fatafiy flawed and must
undergo basic restructuring. Certainly, there are perceptions of problems, and a number of
relationsb;ps could be improved. On the other hand, from an outside observer's standpoint, good
work is occurring on many fronts, and the separation of functions by agency - while
understandably fiusttating to various participants (and satisfying to others) - appears to be
productive. Some "fixes" may be possible in relatively easy fashion within the existing structure.
Conversely, this may be the time to consider more sweeping change. The perceived advantages
within a merger of reduced decision-maker time, lower budgetary costs, and clarity of
organization all need to be examined.
2. CVAG and the Desert, CVAG is structured,- enjoys support, and has a track record which
would enable it to accrue additional responsibilities and independence with success. A few
strategic issues and conditions exist, which @ll be discussed in a separate section. The question
here is a countywide, intergovenunental policy one, as well as the attendant statewide political
precedents involved. For much of this paper, the choices are West County in nature; CVAG can
be held out and dealt with separately. See the larger discussion presented later in this paper.
3. VYRCOG eenesis, It's useful to remember the initiation of @COG. RCTC considered the
choice of expanding its purview into more comprehensive and long range planning functions, and
determined that it preferred to focus on the more immediate and irnplementable transportation
improvements. Thus, RCTC and the body politic supported the creation of VIRCOG as a full
Western County COG to address those needs, and WRCOG has done so quite admirably. There
is inescapably some overlap; these matters could presumably be handled with a tightened MOU.
Reversal of this earlier judgement to separate is certainly in order, but should be considered with
history in mind.
4.Functional analysis, The discussion to date has been dominated by concerns of agency merger
"Quality Services Specializing In Regional, Transportadon, 'and Intergovernmental Agencies; Public-Private Ventures; City Governments"
and political representation. We should really start with a consideration of function: What do we
want to see done? And then, what is the best way to handle it? Having determined the support
for areas of interest, there are organizational and political ways to accorrolish the mission.
5. Keel2 strengths, Presuming that continuity of the functions now pursued by the agencies is
desired, any restructuring should be conducted with the goal of assuring that functional continuity
Will not be impaired. Form should follow structure. We should not change organizationally or
politically for the sake of organizational change or presumed clarity alone. There are ways to do
this in a recreated organization. If WRCOG performs valuable functions in both transportation
planrfing (comprehensive, long range, modeling)'as well as many generalist planning and
consensus-building efforts, let's retain these attributes, either in the existing or a changed
organizational matrix. Similarly, if @CTC has a commendable record in real-time transportation
improvements, both highway and rad, we should retain and even build upon that asset.
6. Look to the future, In addition to considering function and dealing with political realities, any
reorganization should place the county in the most advantageous position for several future
events. Most often mentioned is renewal of Measure A. Analysis is now under way, but the
options would seem to include both a countywide vote or separate area votes. Untfl the answer is
clear, some means of maintaining the countywide option should be preserved. Another
consideration is the STIP. Size typically equals strength; some scheme that produces perceived
countywide impact should be preferred. Other lobbying efforts at the federal, state, and regional
level could also benefit from collective strength.
7. Meetings, Participants in the first meeting all expressed a desire to hold down meetings. At
first blush, combined organizations would seem to hold promise of fewer meetings. On the other
hand, a larger and more multi-functional organization would probably find it necessary to create-
strong policy conunittees (as witness SCAG and SANBAG), and the net meeting requirements for
elected officials may not necessarily diminish. Thoughtful analysis should be accorded this topic.
8. Personnel and Budgets, Similarly, it seems a priori apparent that a merged organization would
save costs, particularly in the realm of high level staffand support functions. In general, this is
probably true, But the relative savings may not necessarily be that significant, and the detailed
costs should be further determined. Budget savings then need to be balanced against other
perceived positive or negative aspects of reorganization. Key human assets should be preserved.
9. Membershil2-and voting, Given the political imperatives involved, this topic has assumed high
visibility (perhaps too high ... it needs to be balanced against functional analysis). After review of
a number of models around the region and the state, the consultant is persuaded that these
concerns can be adequately satisfied under any options on the table, including the status quo.
These questions need not be a first order priority. See later expanded discussion.
10. Ley-al steps, Similarly, after review, the consultant is satisfied that the functional and
organizational desires ultimately determined upon can be accomplished through a range of
2
implementing and legal steps ranging from inter-agency agreements to various levels of
legislation. Again, concerns over legal accomplishment should not be a driving issue. See later
expanded discussion.
I 1. Statewide m@lAs presented during the initial October joint meeting, the organizational
models from elsewheregive us scant guidarce and comfort. The quht is quite varied. We are left
to our own devices toorganize Riverside County as we see best.
12. Add agencies/functions, Incorporation of the transit agencies into some revised structure has
not been directly considered at this point, but obviously is a possibility (as in Los Angeles 'and
Orange Counties). The suggestion has also been made that future consideration of expanding the
functions of RCTC, or its successor, to include toU road authority or other construction/operation
capabilities should not be precluded and, in fact, operdy contemplated.
13. Multi-focused agengy ("Holding Compan@'). An interesting option, to be ffifther considered,
is the sort of meet-all-desires-in-one concept afforded by creating of an overall, skeleton, umbrella
agency (the "holding company") with several operating divisions. This may hold, promise. See
later expanded discussion.
ORG@ATIQNAL OPTIONS
Presented here are a variety of options which could be suggested, with some brief conunents on
each.
1. Status quo with clafified agreements
All three agencies are retained. However, if there is confusion or disagreement over functions and
relationships, or a common desire to expand responsibilities, these fines of relationship can be
redefined with new MOUS. RCTC has existing MOU's with both CVAG and @COG;
however, they date back, and there appears to be - at least from some participants - either
confusion or. outright lack of agreement over functions. This is particularly true with those
functions that overlap, such as transportation planning between RCTC and ARCOG and Measure
A administration between RCTC and CVAG. Reasonable people can work out these
relationships; they would have to be determined, at least tacitly, in any restructuring effort. So
this option calls for successfully accomplishing that exercise.
Other expressed concerns, such as those of membership, inter-agency relationships, and perceived
attention paid to sub-geographic areas, would also have to be worked out over time,
2. RCTC expanded membership count@de
This option meets a need expressed by some participants that universal membership by all cities
and all five Supervisors on RCTC would provide more equitable representation, particularly when
3
dealing with transportation finance. However', as presented here, it begs the question of
relationship with the other two agencies, and does not speak to functions. It also ignores
questions of proportionate membership and weighted voting, which would probably become a
necessary component. What would then happen to CVAG and @COG? Would it in fact lead
to a feeling of fairness in project funding? In some ways, this option poses more questions than it
answers. See, however, the use of this same option in the "Holding Company" concept.
3. CVACI splits RCTC expanded membership West County
his option and that following both presume that CVAG attains independent status, and then
focus upon alternative models in West County. As noted later under Legal and Im]2]ementation
St=, CVAG's separation could possibly be accomplished either through internal agreements
under existing law or with a change of statute, or both. To make this option truly work, and
avoid unnecessary complications, Palo Verdes would need to come into some relationship with
CVAG.
In this option, RCTC's membership is expanded to include all West County jurisdictions. Would
CVAGanddesertmembersthenbedeleted? Quiteprobably. Wouldquestionsofproportionate
membershipandvotingwithintheexpandedWestCountyRCTCberaised? Probably. The
optiondoesnotspeakoffunctions. Whatwouldoccurrela6vetoWRCOG'swo'rk? Wouldit
wither away? Would West County elected officials be willing to attend two meetings with I 00%
membership, even if the need for two agencies and a clear acceptance of differing functions were
agreed upon?
if we presume in this option that V*RRCOG is subsumed by RCTC, all of the questions of function,
internal organization, and elective official committees need to be answered. In any case, this
option would clearly need major state legislation.
4. CVAG sr)lit: NWCOWOT newly named agenry) as West Cou= ap-eni4
In this option, CVAG again is separated, and the same considerations apply. Within the West
County, WRCOG - which already has I 00% membership, although by voluntary JPA agreement -
is designated by statute as the CTC (as is the case with SANBAG and SANDAG), and RCTC as
it now exists is eliminated. Essentially, the same questions as in the prior option continue to
apply: membership, voting, functions, committee organization, etc.
In both cases, major ex@nation of functions, staffing, leadership, and budget would need to be
conducted and satisfactorily concluded.
As a variation, since organizational loyalty, stature, and egos are inevitably involved, the resulting
joint organization could be newly created and newly named. (The consultant played with some
names, but gave up at this point!) This suggestion is more than cosmetic; such sensitivities are
4
important and deserve attention.
5. Holding Company
This is a rather unique and creative approach witch perhaps attempts to be "all things to all
p(.@.ople", and yet upon examination has serious attractiveness. In this case, RCTC, perhaps
renamed to indicate its new role, continues to exist as an umbrella agency and "holding
company", but with a more limited and carefully defined role and a less intense meeting and
operational schedule. Its leadership and staffing are more limited and perhaps drawn in part from
the underlying operating companies.
The "operating comp@es" would continue to be CVAG and WRCOG, plus a West Valley
transportation implementing company which could probably be the old RCTC wearing its
Measure A hat: the Riverside County Transportation Authority. Tlis structure would also adapt
well to including the two transit agencies, RTA and Sunfine, if that course were chosen.
What would be the membership of RCTC in this construct? It would lend itself to either the full-
county I 00% membership option (with appropriate voting arrangements) or to a "federated"
structure, in which the operating companies would each supply a certain amount of members to
the holding company Board. It is contemplated that the RCTC-holding company would probably
meet only quarterly or less. Relationships and functions wi@ the operating companies would
have to be developed. One of the Executive Directors of the operating companies could double
as the holding company staff chief
A major advantage of this arrangement is the continuity for state purposes of a single CTC (even
though internally its responsibilities would be divided) and for bond purposes, as well as future
renewal, of the Measure A role. It would also allow for countywide approaches to the SAFE
callbox program and other desired countywide ministerial functions, perhaps such as TDA.
Legislation of some degree would probably be needed but, because of continuation of a single
countywide titular CTC and with presumed agreement among all Riverside parties, may not be
difficult to achieve.
CVAG AND nM DESERT
CVAG has a long history and a capable political and staff organization, and can take over
whatever functions may be assigned. The decision is political, at both the county and state levels.
Does the county wish to bifurcate transportation geograpMcaUy? Would the county lose strength
in the regional, state, and national funding arena? Is the state ready to fragment counties in the
transportation setting?
A nagging problem is the Palo Verde area. Would it be wise to further fragment into a third, and
very small, area? The situation would be very much improved if Palo Verde would agree to fall
5
under a CVAG umbrella, so that structurally there would only be two agencies. We understand
that may be ready to occur.
Measure A pass-throughs are assured by the Ordinance-, but certain concurrences must be made
by RCTC and an annual budgetary allocation for administration is taken, a proportionate part of
which is bome by the CVAG area. What would be the responsibilities and overhead costs under a
CVAG split?
State and federal funds are programmed through a very complex and politically sensitive process
by Caltrans, RCTC, SCAG, and the CTC, known as the STIP, witch itself is threatened with
major change. Smaller areas within the state tend not to do as well; it also takes a significant staff
conunitment to "play the game" effectively. A sub-allocated STIP fund estimate would have to
be developed either internally within the county or by the CTC (would require legislation). A
STIP game plan would need to be developed, but this is doable.
The Local Transportation Fund/TDA disconnect is perhaps the most difficult political and
financial constraint to a CVAG split, if the area were to insist upon redressing this imbalance of
source generation to expenditure as a condition of any new arrangement. This would result in a
loss to RTA of over$ I million.
NEMBERSHIP AND VOTRNG
Much attention has been given to this subject. It appears that all concerns can be met through
various devices (political agreements, of course, would have to be reached). The subject can be
approached in several ways:
Membership, Representation can simply be handled through appropriate allocations of
membership, without resorting to special voting patterns of proportionality or vetoes.
CVAG and WRCOG already have I 00% membership of their respective jurisdictions,
whereas RCTC has a defined statutory membership which is periodically challenged as not
being adequately representative. . If a desire exists for I 00% West County membership, the
simple.answer is to designate ARCOG by statute as the CTC (as was the case with
SANBAG). The alternative is to enlarge RCTC's mernbersmp (and probably drop the
public member).
In the case of the "Holding Company", two options present themselves. lie countywide
umbrella agency could either be composed of 100% countywide membership (in which
case some kind of proportional voting or geographic vetoes would probably be called for),
or it could be "federated" with a certain number of members from each "operating
company" agency coming together to constitute the Board of the Holding Company.
Votiniz, Apart fro@ or together with, membership as a determinant of equity, various
forms of voting arrangements can be developed to afford perceived fairness and
6
protection. On the positive side, proportional voting schemes such as that of the San
Diego Association of Governments (SANDAG) can be created. In this case, when use of
the tool is called for, jurisdictions are allocated certain votes based upon some index:
population, tax generation, etc. Caps can be applied to limit excessive weight.
The second most popular option is to create split votes, where both (or more) sides must
vote afftrmatively to approve.a result. The splits are created to accommodate perceived
future differences among groups of parties: city v. county, geographical areas, small cities
v. large, different kinds of "operating comp@es", etc. What this really creates is a veto
opportunity. It can create an impasse, where actions viewed by one party as
disadvantageous can be halted. But it cannot create positive resolutions.
Who is to be prote@? In Riverside's case, several potential interests could be at issue:
the County goverrunent, the City of Riverside, other larger cities, CVAG v. Western
County, various subareas within Western County, W RCOG v. RCTC as "operating
companies", etc. These concerns would need to be sorted out. In the most positive
framework, of course, no such artificial devices would be needed; one vote per member
(Question:County Supervisors?) would be deemed appropriate.
Fiscal p A perceived complaint within Riverside County relates to inequities
over time in the progranuning of Measure A, STIP, @d possibly TDA funding. One
alternative which has been suggested, which could even be applied to a status quo
organizational setting, is to require that -Lhe recipient area COGs (CVAG and WRCOG)
must concur with RCTC before programming could go further. In the case of WRCOG, a
subarea arrangement could even be applied within differing West County. areas (although
this begins to fragment very finely). The likely result of this approach would be logrolling
and dilution of the available funding, making meaningful projects much more difficult.
Presentation of this option should not be interpreted as a recommendation.
LEGAL AND UALEMENTATION STF-PS
One given in this entire exercise is the need to maintain an effective legal stance relative to
Measure A, including both bonded indebtedness already in place and future bonding actions which
may be taken. RCTC legal counsel and bond counsel need to be kept involved. The strategic
considerations relative to a successor to Measure A, while not strictly a legal matter, are also
paramount.
An assumption has been in effect that state legislation will be necessary to effect almost any
desired restructuring conclusion; a related concern is that the legislature has, to date, been
unwilling to subdivide a county. More intense legal brainstorming suggests that this may not'
necessarily need to be the case; significant change could be enacted by intra-county jurisdictional -
agreement and contract, with sufficient assurance to the "minority" party that a change in politics
would not threaten the initial agreement. We continue to work on this concept. It would
7
probably be useful, and perhaps necessary, to have statutory language affirming these delegation
rights on behalf of RCTC. But, from the state's vantage point, the titular responsible party would
st@ be a single county agency, making it politically easier.
AWle it may, from the standpoint of full disclosure and thus political openness, be desirable to
have a fully written bill developed by the January 24 Legislative Counsel date, it is also pe@tly
feasible (and arguably equally politically saleable) to simply put a "spot" bill in place, and thereby
buy several more months of time. We need some additional sage Sacramento advice, and will
attain it.
NEXT STEPS TO BE CONSRDERED
Following this meeting, a number of steps would seem to be i@ order:
1. Consider the various options presented. However, they should be viewed in terms of
objective data yet to be developed:
2. Study, debate, and determine functions to be conducted. (not necessarily by today's
organizations).
3.Analyze staffing patterns, comparing today's org@tions to the preferred model(s).
4.Analyze budget costs in a similar pattern, including any perceived overlapping or
duplicative costs and elements of indirect overhead.
5. Consider transition steps over a period of time.
6. Gain further advice on legal and legislative needs.
Rivorgll/13
8
]ODF- COUNTY TRANspoRTATION COMMSSION
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RIVERSFDE COUNTY TRANSPORTA riON COMMISSION
DATE:November 13, 1996
TO:Riverside County Transportation Commission
FROM:Jack Reagan, Executive Director
SUBJECT:Finding of Necessity to Amend Measure A Plan to Reflect New Cities
During the October 9th joint RCTC, CVAG, WRCOG meeting we distributed materials
from the Measure A ballot measure which included the map. Since the ballot measure
was before voters concurrent with formation of the new cities of Murrietei and
Temecula, which could not be anticipated, it references that area as "Rancho
California". Continuing to exhibit that map is a legitimate point of irritation to elected
officials from those two cities. However, it is part of the voter approved Measure A
Expenditure Plan which can only be amended based upon a finding of necessity by
the Commission, approval by the County Board of Supervisors, and concurrence by
a majority of the cities which also represent a majority of the incorporated population
of the county. '
Based upon a literal reading of Measure A as approved by voters, I believe an action
by the Commission to find it necessary to amend the plan to revise the map to reflect
the formation of new cities would. be appropriate. Presumably, such an amendment
would not only deal with the current mislabeling of the cities of Murrieta and
Temecula, but would also enable the Commission to make future map revisions
should voters approve formation of new cities or disincorporation of existing cities,
STAFF RECOMMENDATION:
That the Commission make a finding of necessity to amend the Measure A
Expenditure Plan to authorize revision to the Measure A plan map to reflect any voter
approved changes to municipal incorporation subsequent to voter approval of
Measure A in November 1988.
ORDINANCE MO. %-I
AN ORDINANCE OF THE wE couz4TY nt.ANSPORTATION
co@ssioNimnATING AND APPROVING mEAsuRF- 4'Apl
EXPENDUM PLAN NO. I
on November 8, 1999, Ordinance No. 99-1 enacting a one-half
percent oW tax was @ved by the voters of Riverside County; and
WHEREAS, an E e Plan was adopted along with Ordinance No. 89-1
designating the mumer in which sales tax revenues would be allocated; and
S, the Commission has d ad that the Expenditure Plan needs to
be am@d to reflect changed circ=mcek s@caby the ration of a number of cities
subsequent to adoption of the E@ture Pim and
WHEREAS, Ordinance No. 99-1 and Public Utififies Code S@on 240302 require
that any chanps to the a Plan be initiated by the Commission based on a finding of
necessity; and
WHEREAS, this @diture PLU Amendment must be approved by the County
of Riverside and by a majority of the @es constituting a majority of the incorporated population
of the County prior to beco@ effective,
NOW, THEREFORE, the Riverside County Transportation Comnii@on hereby
ordains as follows-.
n I - The nup show* the major highway, ad@, connnuter rail and transit
projects to be fimded by the rmd tran@on and use tax C'Map") is hereby replaced with the
Map attached hereto as Exhibit "A." The sole purpose of this anrienchnent is to depict the
presence and location of the cities of Calimesa and M@eta, which were incorporated subsequent
to adoption of the Expenditure P@ and the city name c@e from @ho California tD
Temecula. NomMrsubst@@gestothL.,Maparthereby')ntoTidedoraLdopted.
The following facts support a finding of necessity for this amendment:
[to be @ed by Commission)
This
Supervisors of the County of
Plan Amendment must be approved by the Board of
de &W by a majority of the cities con@ting a majority of
the incorporated population Once so approved bY the Cour4 aM the cities, this Expenditure
Plan Amendment will immediately become @ve t @er action of the Cornmssion.
APPROVED-. TED AND APPROVED BY;
EDE COUNTY-
TRANSPORTATION CONMSSION
de County By:
Board of Su rs Alex C@d, Chair
(Ar. shown on on)
APPROVED:REVIEVAM AND RECO ED
FOR APPROVAL:
By:
Cities of de County Jack Executive Dir=or
(As shown on @bed resolutions)
APPROVED AS TO FORM:
By-
Bcs Best & Mew LLP
CounW, Rivuside County
Tnunportation Comniismon
la"
S@Lf- RESOLTMON NO.
A RESOLLMON OF TIIE BOARD OF SUPERVISOR-S OF THE
COUNTYOF AUTHO 0 APPROVAL Of TBIE
RIVERS]IDE COUNTY TRANSPORTATIO14 COMMSSIONS
TO ORDINANCE NO. 88-1
the Riverside County Transportation Commission (the "Commission")
has @ed Plan No. to amend the @diture plan adopted
as pwt of No. 98-1.
WHEREAS, the Board of SuWAsors of-the County of Riverside (the "Boarcr)
hereby determines that it is in the best int.@s of the County of Riverside that Expenditure Plan
Amendiviciit No. be approved; and
t he Board WWs and incorporates in @ Resolution afl findings rnade
in Expenditure Plan Amendment No. - ; and
AS, the Board pummm to Swfion 240302 is required to approve the
Amendment.
NOW, THEREFORF-, the Board hereby m-solves as follows:
The Board approves Expenditure Plan Amendmezit No.
Adopted this day of 199-,
Board of Supervisors
Riv@de County
14536
SRMLURION NO.
A RE$OLIMONOF THE CrrY OIF
AG AMOVAL OF THE RIVERSME
COUNTY TRANSPORTATION cobmsslolfs
-TO ORDINANCIE NO. 99- I
the de County T@@on Commission (the "Commi@ff')
hu adopted Ex re Plan Anandment No. to afnend the expenditure plan draft
as part of the Co@s@s Ordinance 14o. 88-1.
AS, @ City of (tM 'City") hereby d nes that it
is in the best int of the City @ Expenditure Plan Am No. be approved, and
the City adopts and 'mcorporates in this Resolution all findings made in
0 plan ent No. and
S, a @ority of the cities consd@g a majority of the incorporated
popumon pummt to Section 240302 is ieg@ to approve the Amendment.
NOW, THEREFORE, the City hereby resolves as follows,.
The City approves Expenditure Plan Amendment No.
Adopted this day of 199
City of
14LVF
DEPARTI\4ENTAL
REPORTS
APPROVAL
CITY ATTORNEY
DIRECTOR OF FIN*
CITY MANAGER
CITY OF TEMECULA
AGENDA REPORT
TO:City Manager/City C@ncil
FROM:Debbie Ubnoskir, Planning Manager
DATE:November 26, 1996
SUBJECT:Monthly Report
RECOMMENDATION:Receive and File
Discussion:The following is a summary of the Community Development
Department's Planning Division caseload and project activity for
the month of October 1996:
Caseload Activity:
The Department received 8 applications for administrative cases and 8 applications for public
hearing cases for the month of October.
The following are the public hearing cases:
Conditional Use Permits 1
Minor Conditional Use Permits 2
Development Plan (with CEQA) 4
Revised Parcel Map (after 2 years) 1
8 Total
Ongoing Proiectso
Old Town Streetscage Improvement Projecto The Redevelopment of the Sixth Street
Parking Lot is under construction and estimated to be complete within 60 days with a
60 day maintenance period.
Staff is reviewing a scope of work prepared by Flour-Daniel for development of the
construction plans for the Streetscape and storm drain improvements.
Murdy Ranch Specofic Plan and Environmental Impact Reports Staff is awaiting re-
submittal of the draft SP and EIR. Staff will review and determine if the screen check
draft EIR can be circulated and SP can be set for Development Review Committee (DRC)
meeting.
R:WONTHLY.@19%\NOV.WPD 11/19/% Ub
Roripaugh Ranch Specifoc Plans The Planning Commission held a public workshop on
September 11, 1995 and directed the applicant to reduce the density and the total
number of units as well as to be more sensitive to the surrounding land use by
increasing the buffer area and providing a transition of lot sizes. The Commission
provided additional direction to the applicant. No future hearing date has been
established.
Temecula Shuttles After the completion of the grading on the Sixth Street parking lot,
Temecula Shuttle will begin the construction of their facility. The anticipated ground
breaking is set for November 1, 1996.
Sign Ordinance: The first Draft of the Ordinance has been reviewed by the committee.
Public Workshops and Planning Commission hearings started in October. Staff is
currently meeting with the EOC and a number of commercial real estate brokers and
agents and reviewing the proposed ordinance.
New Projects Trend* The Department is currently processing or in preliminary
discussions with eight to ten different applicants for new industrial and warehouse
facilities within the city. New applications include a 300 unit apartment complex and
a Golden Corral Restaurant.
Design Guidelones: The Planning Commission is concluding their review. When finished,
this will be forwarded to the City Council.
R:%MONTHLY.RM19%NNOV.W]?D 11/19/96 k% 2
ATTACHMENT NO. I
REVENUE STATUS REPORT
IL-\MO Y.RM19%\NOV.WPD 11/19/% IZ 3
REVPRIN2 CITY OF TEMECULA PAGE 1
11/19/96 08:43:40 REVENUE STATUS REPORT
OCTOBER 1996
001 GENERAL FUND
161 PLANNING
ACCOUNT DESCRIPTION ADJUSTED OCTOBER 1996-97 BALANCE % COL
ESTIMATE REVENUE REVENUE
4101 AMENDED FINAL MAP
4102 APPEALS
4103 CERT. OF LAND DIV. COMPLIANCE
4104EXTENSION OF TIME
4105SINGLE FAMILY TRACTS
4106MULTI-FAMILY TRACTS
4107PARCEL NAPS
4108LOT LINE ADJUSTMENT
4109MINOR CHANGE
4110PARCEL MERGER (2-4 LOTS)
4111RECORDABLE SUBDIVISION NAPS
4112REVERSION TO ACREAGE (5+LOTS)
4113SPECIAL SERVICE LETTER
4114SECOND UNIT PERMITS
4115CHANGE OF ZONE
4116CONDITIONAL USE PERMIT
4117CONSISTENCY CHECKS
4118GENERAL PLAN AMENDMENT
4119PLOT PLAN
4120PUBLIC USE PERMIT
4121REVISED PERMIT
4122SETBACK ADJUSTMENT
4123SPECIFIC PLAN
4124SUBSTANTIAL CONFORMANCE
4125TEMORARY OUTDOOR EVENT
4126TEMPORARY USE PERMIT
4127VARIANCE
4128ZONING INFORMATION LETTER
4129CEQA (INITIAL STUDIES)
4130CEQA ENVIROMENT IMPACT REPORT
4131DEVELOPMENT AGREEMENT
4132GEOLOGY CEQA
4133GEOLOGY ORD. 547 APZ
4134LAFCO
4135PARCEL 14AP/WAIVER
4136MERGER
4137AMENDED FINAL TRACT/PAR. MAP
4138CERTIFICATE OF CORRECTION
4139CONDO TRACT MAP
4140REVERSION TO ACREAGE
4141LOT REVISION AFTER CHECK
4142LOT LINE ADJUST. PLAN CHECK
4143CERT. OF CORRECT. PLAN CHECK
4144CERT. OF COMPLIANCE PLAN CHECK
4145COND. CERT. OF COMPL. PLN. CK.
4146CERT. OF PAR. MERGER PLAN CK
.00 .00 .00 .00
702.00 .30 .30 701.70 0.0
3,348.00 .00 .00 3,348.00 0.0
6,750.00 .00 352.00 6,398.00 5.2
9,396.00 3,946.75 12,970.00 3,574.00- 138.0
6,590.00 .00 .00 6,590.00 0.0
7,173.00 674.00 5,528.20 1,644.80 77.1
2,300.00 230.00 1,380.00 920.00 60.0
470.00 .00 459.00 11.00 97.7
1,000.00 .00 .00 1,000.00 0.0
.00 .00 .00 .00
392.00 .00 .00 392.00 0.0
.00 .00 .00 .00
1,483.00 .00 .00 1,483.00 0.0
10,984.00 .00 .00 10,984.00 0.0
15,108.00 4,442.00 10,347.00 4,761.00 68.5
5,735.00 .00 .00 5,735.00 0.0
8,256.00 .00 .00 8,256.00 0.0
19,075.00 15,436.00 41,042.85 21,967.85- 215.2
.00 .00 295.00- 295.00 ***
11,261.00 .00 .00 11,261.00 0.0
528.00 .00 .00 528.00 0.0
9,254.00 .00 .00 9,254.00 0.0
880.00 370.00 3,515.00 2,635.00- 399.4
.00 558.00 1,704.00 1,704.00- ***
2,640.00 .00 .00 2,640.00 0.0
2,952.00 .00 .00 2,952.00 0.0
.00 .00 .00 .00
15,904.00 3,725.50 9,526.50 6,377.50 59.9
6,202.00 .00 .00 6,202.00 0.0
16,000.00 .00 .00 16,000.00 0.0
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 1,000.00 1,000.00-
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
.00 .00 .00 .00
REVPRIN2 CITY OF TEMECULA PAGE 2
11/19/96 08:43:40 REVENUE STATUS REPORT
OCTOBER 1996
001 GENERAL FUND
161 PLANNING
ACCOUNT DESCRIPTION ADJUSTED OCTOBER 1996-97' BALANCE % COL
ESTIMATE REVENUE REVENUE
4147 VACATIONS PLAN CK .00 .00 .00 .00
4148 DOCUMENT PROCESSING .00 .00 .00 .00
4149 CONDEMNATION PLAN CHECK .00 .00 .00 .00
4150 REVERSION TO ACRE. PLAN CHECK .00 .00 .00 .00
4151 PARCEL 14AP PLAN CHECK .00 .00 .00 .00
4152 TRACT 14AP PLAN CHECK .00 .00 .00 .00
4153 AMENDED 14AP PLAN CHECK .00 .00 .00 .00
4154 4TH & SUBS. SUBMITTALS .00 .00 .00 .00
4155 FENA STUDY REVIEW .00 .00 .00 .00
4156 LOMA REVIEW .00 .00 .00 .00
4157 DRAINAGE STUDY REVIEW .00 .00 .00 .00
4169 IMPROVE INSPECTION ON-SITE .00 .00 .00 .00
4170 K-RAT STUDY FEES 1,480.00 .00 .00 1,480.00 0.0
4175 FAST TRACK PLANNING .00 .00 .00 .00
4180 FORMA FAST TRACK .00 .00 .00 .00
4200 IN HOUSE PLAN CHECKS .00 1,100.00 4,270.00 4,270.00-
4206 ANNEXATION FEES 710.00 .00 .00 710.00 0.0
4226 TEMPORARY USE PERMIT .00 .00 .00 .00
4260 ACCESSORY WIND ENERGY .00 .00 .00 .00
4261 LARGE FAMILY DAY CARE .00 .00 .00 .00
4262 HAZARDOLJS WASTE FACILITY .00 .00 .00 .00
4369 LAND DIV UNIT MAP 374.00 .00 187.00 187.00 50.0
4370 LANDSCAPE PLAN CHECK 15,296.00 6,890.00 19,240.00 3,944.00- 125.8
REVENUE TO DATE 182,243.00 37,372.55 111,226.85 71,016.15 61.0
GENERAL FUND 182,243.00 37,372.55 111,226.85 71,016.15 61.0
REVPRIN2 CITY OF TEMECULA PAGE 3
11/19/96 08:43:40 REVENUE STATUS REPORT
OCTOBER 1996
GRAND TOTALS
DESCRIPTION ADJUSTED OCTOBER 1996-97 BALANCE % COL
ESTIMATE REVENUE REVENUE
REVENUE TO DATE 182,243.00 37,372.55 111,226.85 71,016.15 61.0
GRAND TOTALS 182,243.00 37,372.55 111,226.85 71,016.15 61.0
REVPRIN2 CITY OF TEMECULA PAGE 4
11/19/96 08:43:40 REVENUE RECAP REPORT
OCTOBER 1996
DESCRIPTION ADJUSTED OCTOBER 1996-97 BALANCE % COL
ESTIMATE REVENUE REVENUE
001-161 PLANNING 182,243.00 37,372.55 111,226.85 71,016.15 61.0
GRAND TOTALS 182,243.00 37,372.55 111,226.85 71,016.15 61.0
APPROVAL
CITY AT
FINANCI
CITY M@
CITY OF TEMECULA
AGENDA REPORT
TO: City Council/City Manager
FROM: Joseph Kicak, Director of Public Works/City Engineer
DATE: November 26, 1996
SUBJECT:Public Works Monthly Activity Report
RECOMMENDATION:
Attached for City Council's review and filing is the Department of Public Works' Monthly
Activity Reports for October, 1996.
r:\agdrpt@trpt/aip
CAPITAL @ROVEMEENT PROJECTS
Monthly Activity Report
NOVEMEBER, 1996
Submitted by: Joseph Kicak
Prepared by: Don Spagnolo
Date:November 14, 1996
1.WORK UNDER CONSTRUCTION:
1.1-15/Winchester Road Interchange Modifications*
The con has paved the new northbound exit ramp and auxiliary lane which will be open to
traffic by the end of November. Construction of the framework for the new Winchester Road
Bridge will be completed by the end of November. Placement of steel reinforcement for
Winchester Road Bridge will begin the first part of November. The contractor is currently
installing storm drain systems and replanting damaged landscape areas.
2- Flre Station #84:
InsWktion of the masonry veneer on the building is nearly complete. The roofing tile is currently
being installed on the east and west wings of the building. Wall insulation is complete with
interior drywall work underway. Grading is bing performed for the on-site walkways scheduled
for the third week of November. Project completion is scheduled for early January.
3.Walcott Corrid=
The con has completed most of the mass grading and is currently ins@g the water main
on Walcott Lane. Also, the contractor is preparing the areas where the storm drain head wall
structures are to be insWIed. The second phase of the water line installation, which will be along
Calle Chapos/CaUe Girasol is anticipated to begin by the end of November. The contractor
expects to complete the entire project in June, 1997.
4. Sam Hickq Mont@ Park bnprovement aq*ect:
The City conducted a wa&ffirough and prepared a punch list of items to be corrected by
November 5th after the contractor indicated the improvements were completed. The contractor
is currently correcting the deficiency items. The 90-day maintenance period is anticipated to begin
the second week of November. The project includes the construction of a concession/resbwm
facility, gazebo, lighting, and various park amenities.
S. Traffic Signskl at Route 791,9 nnd AUrgarfta Road/Redhmiwk Parkw=
The underground work, pole foundation and wiring work has been completed. Caltrans has
agreed to allow the signal poles, maswms and all the other equipment to be installed and to place
the signal on flashing red until the roadway improvements are completed.
6. Interim Trafric Signitiat Route 79S and Pala Road:
The contractor has contacted Caltrans representatives to begin installation of the left-tum arrow
and relocation of the two poles necessary to widen the southwest comer to provide for wide right
turn movements. Upon completion of this work, left turns from 79(S) to Pala Road will be
protected.
Monthly A cdvfty Report
November 14, 1996
Page 2
7- Interim Traffic Signal sit Route 79S and @ Paz Street:
All the underground work and pole foundation work has been completed. The contractor is
scheduled to install the poles and mastarms the week of November 25. This signal will provide
a left-tum affow for vehicles turning from 79(S) to la Paz Road.
8.North/South Restroom Facilitn
Thecontractor is in the process of completing the punch list items and is scheduled to complete
theitems by the IM week of November. Tlus project consists of up grading the restroom facilities
to meet A.D.A. requirements, which also includes the installation of an asphaltic handicap
parldng stall just north of the facility.
9. Sports Park Creek Restor.2tion:
The improvements were completed by the contractor on September 25. And is presently in the
90-day maintenance period. The project consisted of the construction of gabion channel bank
protection, landscaping, irrigation, subdrain lines, and walkway paving along the channel south
of the Sports Park.
10, EmerLency Generator:
The contractor has completed the construction of the block wall enclosure along with the
installation of s@ drainage and landscaping improvements. Delivery of the 25OKW generation
and 1,000 gallon fuel tank is anticipated the first week of December. The project also includes
the installation of electric-powered winches for the gym backboards. Installation of the winches
is planned for the third week of November. The project includes installing an emergency
generator at the Community Recreation Center to provide power for emergency operations. The
project is scheduled for completion in mid-December.
11, Cfty--Wide Traffic Control Device Inventory
The consultant is currently processing the collected data and input to the computer. Field
measurements are also in progress. This project is scheduled to be competed by mid-December.
12, Traffic Signal at Rancho Califomia and Cosm*c Drive:
AR the underground work, detective loops and pole foundations have been installed. The
Contractor is currently waiting to receive some minor equipment including the traffic controller.
This signal is expected to be in operation by mid-December.
13, City Ma*ntenance Facffity:
The facility located behind city hall has been under construction since September 3. The
contractor has completed the perimeter masonary waus and is presently laying masonry block
above the second story for the maintenance building. Completion of the masonry work is
anticipated by the last week of November. The contractor will then begin installation of the
concrete parldng area around the building. This project is scheduled for completion on mid-
February.
r.%m Wp%ASVw@
Monthly Acdvfty Report
November 14, 1996
Page 3
14, City Wide Inteffigent Trafflc Manag=nt Sygm
Phase I of this federally funded project has been completed. Conduits between the city hall and
Lyndie Lane were installed as part of Phase I. Phase ][I of this project will install cable between
the existing @c signals and upgrade the controller cabinets. Plans and specifications for the
Phase I[[ are nearing completion and will be ready for bid adverting.
H. B]II)
1. Acoustic Panels at the CRC G=:
The architect has completed the design of the acoustical wall and ceiling panels, which includes
extending the existing wall pads at both ends of the basketball court for the ball players. The
project will be bid to as to not interfere with basketball schedule.
M.WORK IN DESIGN:
1. 1-15/Rancho Cnl*fornia Road Tnterchange Modefication-.R!
Roadway plans will be resubmitted to Caltrans (District 8) on Friday, November 22 for final
approval. The structural plans have already been approved and signed by Caltrans Division of
Structures. The Construction Cooperative Agreement has been approved by the City Council.
2. 1-19/Overland Drive Overcross*na Tmj)rovements-,
The structural plans were approved and signed by Caltrans Division of Structures. Roadway plan
comments were received by the consultant on September 10 and the roadway plans win be
resubmitted to Caltrans (Distdct 8) on Friday, November 22 for final approval. The Construction
Cooperative Agreement has been approved by the City Council.
3. Margarita Commtinity Park-,
The architect has completed revision's for the first plan check and will submit for second review
during the second week of November. Ile project includes picnic areas, a tot play area, restwm
@ties, and open md areas. The development of two ball fields on school district property, two
lighted tennis courts, and one lighted hockey facility will be as add-altemates.
4. Traffic Signal at SR-79S and Redford Coiirt
Caltrans has reviewed the plans and provided comments to the design consultant. The signal plans
will be revised and are scheduled to be resubmitted to Caltrans for 2nd plan check by the end of
November.
5. Traffic Signal at MarL7arita Road & Solana Way
The preliminary design for this interim @c signal has been completed. This signal will uUw
the existing equipment which are currently stored in the city yard. The anticipated completion
date for this project is Feb@ of 1997.
r:@pt%ap%a@.mw
Monthly Acdvity Report
November 14, 1996
Page 4
6. FY95-96 Pavement Managment System
The consultant has returned the first plan check back to the City for review which will be
completed by the week of November 18. This project includes removing and reconstructing the
a.c. pavement and providing only an overlay in some areas on Rancho Vista Road, Solana Way,
and La Serena Way.
7. FY96-97 Pavement Manavement
Proposals have been received from the prospective consultants. Reviewing of the proposals win
be completed by the end of November. A consultant agreement to provide the design services Wm
be presented to the City Council at the next earliest meeting.
S. Contract Services for Trafftc Signals & Agency Owned Street Ugbts
Staff has received two @c signal and street lighting maintenance proposals and are in the
process of reviewing and evaluating the proposals.
9. Pavement msinsi Syqem rate
Staff has received four pavement management consultant proposals and are in the process of
reviewing them to determined the best qualified consultant to perform this work.
%dpWSVw.nw
LAND DEVELOPMENT
MONTHLY ACTIVITY REPORT
SPECIAL PROJECTS
OCTOBER 1996
Submitted by: Joseph Kicak
Prepared by: Ronald J. Parks
Date:November 15, 1996
1. PWSS-07 - Phase I Western ftpass Corradore
The bridge engineers are in the process of designing the Western Bypass Corridor
Bridge. The design of the improvements associated with the portion of Western
Bypass Corridor from Vincent Moraga Drive to Rancho California Road are also
underway. We are waiting for a response from Riverside County Flood Control and
Water Conservation District on our second plan check submittal of the storm drain
plans.
2. PW95-08 - Forst Street Extension,
The design of the improvements associated with the First Street Extension is
underway at similar stage and schedule to the Western Bypass Corridor design.
3. PW95-26 - 6th Street Parking Prg_iacts
Construction is ongoing. There were unknown underground utilities that had to be
removed. Therefore construction of improvements along Front Street is delayed
however, the completion date of the project is on schedule.
4.PW96-05 - Pra-iect Study Report (PSR) And Prg.ject Report (PR) For Ultimate
Interchange Improvements at Interstate 15/State Routa 79 South (1-15/SR79S)a
The alternatives of the 1-15/SR79S ultimate interchange configurations with the
consent of the impacted property owners and in compliance with Caltrans' and
FHWA's requirements, standards and specifications were presented to Caltrans for
review. Detailed analyses will be carried upon receipt of Caltrans concurrence.
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MEMORANDUM
TO:<_ Joseph Kicak, Director of Public Works/City Engineer
FROM:64P Brad Buron, Maintenance Superintendent
DATE:November 4, 1996
SUBJECT: Monthly Activity Report - October, 1996
The following activities were performed by Public Works Department, Street Maintenance Division in-
house personnel for the month of October, 1996:
1. SIGNS
A. Total signs replaced 3
B. Total signs installed 51
C. Total signs repaired 1
TREES
A. Total trees trimmed for sight distance and street sweeping concerns 132
Ill. POTHOLES
A. Total square feet of potholes repaired 94
IV.CATCH BASINS
A. Total catch basins cleaned 42
V.RIGHT-OF-WAY WEED ABATEMENT
A. Total square footage for right-of-way abatement 62,962
VI.GRAFFITI REMOVAL
A. Total locations 8
B. Total S.F. 1,916
Vil. STENCILING
A.0 new and repainted legends
B. 0 L.F. of red curb new and repainted
R:NROADSXACTPMOS%IO.OCT rh
MONTHLY ACTIVITY REPORT - October, 1996
Page No. 2
Also, City Maintenance staff responded to 27 service order requests ranging from weed abatement,
tree trimming, sign repair, A.C. failures, litter removal, and catch basin cleanings.
This is compared to 16 service order requests for the month of September, 1996.
The Maintenance Crew has also put in 89 hours of overtime which includes standby time, special
events and response to street emergencies.
I.P.S. STRIPING AND STENCILING COMPANY has completed the following
0L.F. of new and repainted striping
0 L.F. of sand blasting
The total cost for I.P.S. striping services was $0.00 compared to $0.00 for September, 1996.
PESTMASTER SERVICES has completed the followings
- 0 - S.F. of right-of-way weed control, total cost $0.00 compared to $0.00 for September,
1996.
The total cost for Street Maintenance performed by Contractors for the month of October, 1996 was
$204,859.64 compared to $7,286.00 for the month of September, 1996.
Account No. 5402 $204,859.64
Account No. 5401 0.00
Account No. 999-5402 0.00
cc: Don Spagnolo, Principal Engineer - Capital Projects
R.%AOADSVACTRPT\DGNIO.OCT rh
STREET MAINTENANCE CONTRACTORS
The following contractors have performed the following projects for the month of October, 1996.
DATE STREET/CHANNEL/BRIDGE DESCRIPTION OF WORK IOTAL COST
ACCOUNT#
...............
. ..................................................
.................
...............
...............
........... ...
10/30/96 Citywide ROW Tree Removal & Stump Grind 1 EA
5402 Trimming, Removals & Class 1 Trims 16 EA
Root Pruning
Root Prunes 5 EA
TOTAL COST $1675.00
......... . .
.............
................
.. . ..............
LT:.
Oct 1996 Citywide A.C. Repairs Total A.C. Remove & Replace 61,203 SF
5402 Project #PW96-10 Total A.C. Overside Drain Repairs 461 SF
Total A.C. Overlays 23,817 SF
Total A.C. Berm Remove & Replace 2,216
Total A.C. Berm Installation 325 LF
TOTAL SF 88,022
TOTAL A. C. 1,703 TONS
TOTAL COST $180,475.64
............................
..............................
.. ..................................
............
.. . ..............................
....... .. .
........... .
....... ...
..........
10/29/96 Pala Road Between Hwy 79 A.C. Remove & Replace 10222 SF
5402 (S) & Bridge Deck A.C. Overlay 27,495 SF
Citywide
TOTALSF 28,717
TOTAL A.C. 250 TONS
TOTAL COST $22,709.00
TOTAL AMOUNT ACCT #5402 $204,
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DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
OCTOBER, 1996
GRAFFITI REMOVAL
..................
........... %-.-.%,.......,..,............................................................@.@
............
...............................
............
...............................
10-08-96 Moraga Road @ Margarita Removed 350 S.F. of Graffiti
10-15--96 Hwy. 79 South @ I- 1 5 Removed 6 S.F. of Graffiti
10-16-96 Calle Medusa E/O Kahwea Road Removed 10 S.F. of Graffiti-
10-24-96 Temecula Community Center Removed 80 S.F. of Graffiti
10-24-96 Main Street Bridge Removed 1,000 S.F. of Graffiti-
10-31-96 28550 Pujol Removed 300 S.F. of Graffiti
10-31-96 28735 Pujol Removed 20 S.F. of Graffiti
10-31-96 28741 Pujol Removed 150 S.F. of Graffiti
TOTAL LOCATIONS 8
TOTAL S.F.
REMOVED 1,916
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DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
OCTOBER, 1996
RIGHT-OF-WAY WEED ABATEMENT
. .......
..... ........................
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10-08-96 Area #4 Abated 325 S.F. R.O.W. Weeds
10-08-96 Jefferson S/0 City Limits Abated 21,100 S.F. R.O.W. Weeds
10-09-96 Area #4 Abated 502 S.F. R.O.W. Weeds
10-10-96 Area #4 Abated 1,520 S.F. R.O.W. Weeds
10-16-96 Area #4 Abated 95 S.F. R.O.W. Weeds
10-17-96 Area #4 Abated 480 S.F. R.O.W. Weeds
10-18-96 Santiago W/O Margarita Abated 15,000 S.F. R.O.W. Weeds
10-22-96 Front S/0 Abated 1,000 S.F. R.O.W. Weeds
Rancho California Road
10-23-96 Front N/0 Abated 2,300 S.F. R.O.W. Weeds
Rancho California Road
10-24-96 Front S/0 Abated 20,000 S.F. R.O.W. Weeds
Rancho California Road
10-28-96 Area #4 Abated 640 S.F. R.O.W. Weeds
TOTAL SQUARE FEET R.O.W. WEED ABATEMENT 62,962
R:\ROADS\@TD\96NIO.ViM
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
OCTOBER, 1996
R.O.W. TREE TRIMMING
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I
10-07-96 Nicolas Road Trimmed 8 Trees
10-08-96 Area #4 Trimmed 5 Trees
10-09-96 Area #4 Trimmed 10 Trees
10-10-96 Area #4 Trimmed 13 Trees
10-16-96 Quiet Meadows @ Santiago Road Trimmed 1 Tree
10-16-96 Rancho California Road E/O Cosmic Dr. Trimmed 22 Trees
10-16-96 Area #4 Trimmed 3 Tree
10-17-96 Area #4 Trimmed 10 Trees
10-23-96 Front N/0 Rancho California Road Trimmed 32 Trees
10-24-96 Front N/0 Rancho California Road Trimmed 25 Trees
10-28-96 30252 Milano Road Trimmed 3 Trees
TOTAL TREES TRIMMED 132
R:NROADM@@IO.TrR
DEPARTMENT OF PUBLIC WORKS
ROADS DIVISION
OCTOBER,1996
SIGNS
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ET
10-07-96 Olympic Way Replaced Street Name Sign 'T.C.'
10-07-96 Nicholas Road @ Roripaugh Replaced R-1 'Stolen'
10-09_96 N. General Kearney Replaced R-1 'Graffiti'
@ La Colima
10-11-96 Ynez Road N&S/0 Winchester Replaced 2 Adopt-A-Street Signs
10-14-96 City Hall Installed 7 Signs
10-17-96 City Hall Installed 4 Signs
10-18-96 City Hall Installed 6 Signs
10-21-96 Rancho California Road Installed R-34, 2 Type 'N' 29 Delineators
E/O Margarita
TOTAL SIGNS REPLACED 3
TOTAL SIGNS INSTALLED 51
TOTAL SIGNS REPAIRED 0
R:\ROADS\VM@TD\96\IOAW
IT, h@1\4- 1
APPROVAL
CITY ATTORNEY
DIR. OF FI
CITY MANAC
CITY OF TEMECULA
AGENDA REPORT
TO: City Manager/City Council
FROM: Ronald E. Bradley, City Manager
DATE: November 26, 1996
SUBJECT:Financings for Old Town Area Public Improvements and the Western
Bypass Corridor - Formation of Old Town/Westside Improvement
Authority
RECOMMENDATION:That the City Council adopt the resolution entitled:
RESOLUTION NO. 96-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TEMECULA AUTHORIZING FORMATION OF A JOINT EXERCISE
OF POWERS AUTHORITY WITH THE REDEVELOPMENT AGENCY
OF THE CITY OF TEMECULA, AND DIRECTING CANCELLATION
OF AMENDMENT TO JOINT COMMUNITY FACILITIES
AGREEMENT
BACKGROUND: In September of 1995, the City of Temecula and the Redevelopment
Agency of the City of Temecula entered into a joint exercise of powers agreement creating the
Old Town/Westside Improvement Authority (the "Improvement Authority"), in order to
accommodate a proposed financing structure for public improvements in the Old Town area of
the City and for the Western Bypass. In April of this year, the Improvement Authority was
terminated by the City and the Agency because at that time it appeared that the Improvement
Authority was no longer required to assist in the financing.
It now appears that the Improvement Authority is needed to assist in the proposed financing,
in order to raise additional monies necessary to complete the public improvements intended to
be financed with bond proceeds. It is intended that the Improvement Authority will issue bonds
to public investors and use the proceeds of the bond issue to purchase the Old Town/Westside
Community Facilities District Financing Authority (the "CFD Authority") bonds at a premium
thereby raising additional monies (by reason of the premium) for public improvements in an
efficient manner not otherwise available by the CFD Authority.
Staff now recommends that the Improvement Authority be reestablished by execution of a new
joint exercise of powers agreement by the City and the Agency, which agreement is identical
to the agreement previously cancelled.
R.-IAgenda.rptiFinance. OTI 11115196
City Council Agenda Report - Old Town Public Improvements
November 26, 1996
Page 2
The Resolution also provides for the cancellation of an amendment to a Joint Community
Facilities Agreement with the Old Town/Westside Community Facilities District Financing
Authority, because the guarantee referenced therein will now be provided directly to the
Redevelopment Agency. Staff recommends cancellation of the amendment to avoid confusion
regarding the guarantees to be provided relative to the construction of the public improvements.
Finally, the Resolution provides for the extension of the Joint Community Facilities Agreement
because the agreement may expire due to a delay in the issuance of the Bonds. Staff
recommends approval of an extension of the agreement pending issuance of the Bonds.
Attachments:Resolution
Old Town/Westside Improvement Authority
Joint Exercise of Powers Agreement
R: lAgenda.rprIFinance. OTI 11115196
RESOLUTION NO. 96
A RESOLUTION OF THE CITY COUNCEL OF THE CITY
OF TEMECULA AUTHORIZING FORMATION OF A
JOINT EXERCISE OF POWERS AUTHORITY WITH THE
REDEVELOPM[ENT AGENCY OF THE CITY OF
TEMECULA@ AND DUTECTING CANCELLATION OF
AMEENDMEENT TO AND EXTENSION OF JOINT
COMMUNITY FACILITIES AGREEMENT
@REAS, the City of Temecula (the "City") and the Redevelopment Agency of the
City of Temecula (the "Agency") desires to assist in the provision of public capital
improvements in the Old Town and the Westside areas of the City, as contemplated by the
respective Specific Plans for such areas heretofore approved by separate ordinances of the City
Council;.
WHEREAS, in connection with such assistance, the City and the Agency propose to
form a joint exercise of powers authorities pursuant to Article 1 (commencing with Section
6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code, to exercise the
powers of the City and the Agency, and to enable the use of financing techniques that may
reduce local borrowing costs, and to otherwise promote the greater use of existing and new
financial instruments and mechanisms, all in accordance with the financing of some of the
improvements by the Old Town/Westside Community Facilities District Authority (the "CFD
Authority"); and
WHEREAS, a form of joint exercise of powers agreement between the City and the
Agency creating the Old Town/Westside Improvement Authority (the "Joint Powers
Agreement"), has been filed with the City Clerk, and the City Council, with the aid of City
staff, have reviewed the Joint Powers Agreement; and
WHEREAS, on June 11, 1996, the City and the CFD Authority executed an
Amendment No. 1 to Joint Community Facilities Agreement (the "Amendment"), amending
the Joint Community Facilities Agreement, dated April 23, 1996, between the City and the
CFD Authority (the "JFK Agreement"), to provide for a guarantee of completion of certain
improvements; and
WHEREAS, it is now expected that a guarantee of the character referred to in the
Amendment will be provided directly to the Agency, so that the City now desires to cancel the
Amendment in order to avoid any inconsistency with the intent of the party providing the
guarantee; and
WHEREAS, the JFK Agreement may expire in accordance with its terms because the
CFD Authority has not yet issued the bonds referenced therein and the City desires to extend
the term of the JFC Agreement as necessary in connection with the construction of the
improvements identified therein and their acceptance by the City.
R:\Resos\resos.96\FomiJPA
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of
Temecula as follows:
Section 1. Formation of Joint Powers Authority. The City Council hereby authorizes
the officers and staff members of the City to assist in the organization of a joint exercise of
powers authority between the City and the Agency to be known as the "Old Town/Westside
Improvement Authority." The City Council hereby approves and authorizes the Mayor to
execute and deliver and the City Clerk to attest the Joint Powers Agreement forming said joint
exercise of powers authority, in the form on file with the City Clerk together with any changes
therein deemed advisable by the City Attorney, the approval of such changes to be
conclusively evidenced by the execution and delivery by the City of the Joint Powers
Agreement.
Section 2. Cancellation of Amendment. The Amendment is hereby canceled, subject
to the adoption by the CFD Authority of a resolution canceling the Amendment.
Section 3. Extension of JFC ALreement, The City Manager is hereby authorized and
directed to execute an amendment to the JFC Agreement extending its term as necessary in
connection with the construction and acceptance by the City of the improvements referenced
therein, such amendment to be in a form acceptable to Bond Counsel and the City Attorney.
Section 4. Official Acti=. The Mayor, City Manager, City Clerk and all other
officers of the City are hereby authorized and directed to take all actions and do all things
necessary or desirable hereunder with respect to the formation of said joint exercise of powers
authority, the cancellation of the Amendment and the extension of the JCL Agreement,
including but not limited to the execution and delivery of any and all agreements, certificates,
instruments and other documents, which they, or any of them, may deem necessary or
desirable and not inconsistent with the purposes of this Resolution.
PASSED, APPROVED AND ADOPTED, by the City Council of the City of
Temecula, at a regular meeting held on the - day of November, 1996.
Karel F. Lindemans,
Mayor
ATTEST:
June S. Greek, CMC/City Clerk
Authority Secretary
[SEAL]
R:\Resos\resos.96\FonnJPA
STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) SS
CITY OF TEMECULA )
I, June S. Greek, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the
foregoing Resolution No. 96-- was duly adopted at a regular meeting of the Board of Directors
of the Old Town/Westside Improvement Authority on the day of November, 1996, by
the following roll call vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT: BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
June S. Greek, CMC/City Clerk
Agency Secretary
R:\Resos\resos.96\FonnJPA
OID TOWN/WESISIDDE ZMO AUTHORrrY
JOINT EXERCISE OF POWERS AGREEMENT
This Agremmt (the 'Joint Exercise of Powers Agreement"), dated November 26, 1996,
is by and between the City of Temecula, a municipal corporation and public body, corporate and
politic duly organized and existing under the laws of the State of Califomia (the 'City'), and the
Redevelopment Agency of the City of Temecula, a public body corporate and politic duly
organized and existing under the laws of the State of Califomia (the 'Agency').
SETH:
WHEREAS, agencies formed under Articles 1-4 (commencing with Section 6500) of
Chapter 5, Division 7, Tide I of the Govemment Code of the State of California (the 'Act') are
penmtted to provide financing for any of their members or other local public agencies m the State
of Califomia in connection with the acquisition, construction and improvement of public capital
improvements, woriang capital requirements or insurance programs of such members or other
local agencies; and
AS, the City and the Agency wish to form an agency under the Act for the
purpose of providing an entity which can assist in providing financing for public capital
improvements in the Old Town Area and the Westside Area of the City and for other purposes
which are authorized under the Act.
NOW, ORE, in consideration of the above premises and of the mutual promises
herein contained, the City and the Agency do hereby agree as follows:
ARTICLE I
DE ONS
Section 1.01. 'Definitions. Unless the context otherwise requires, the words and terms
defined in this Article shall, for the purpose hereof, have the meanings herein specified.
'Ace means ArtLcies I ffimgh 4 (commencing with Section 6500) of Chapter 5, Division
7, Title 1 of the Govemment Code of the State of California.
'Agreement' means this Joint Exercise of Powers Agreement, as originally entered into
or as amended from time to time.
'Authority' means the Old Town/Westside Improvement Authority established pursuant
to Section 2.02 of this Agreement.
R:\Citauy\ .&St
,,Board" means the Board of Directors of the Old Town/Westside Improvement Authority
referred to in Section 2.03.
"Bond Law" means the Marks-Roos @ Bond Pooling Act of 1985, being Article 4 of
the Act commencing with Section 6584), as now m effect or hereafter amended, Article 2 of the
Act as now in effea or amended, or any other law available for use by the Authority in
the authorization and issuance of bonds to provide for the financing of Obligations, Worldng
Capital Requirements, Public Improvements and/or liability or insurance needs of any Public
Agency.
"Bond Purchase Agreement" means an agreement between the Authonty and the City, the
Agency or any Financing Authority, pursuant to which the Authority agrees to purchase
Obligations from the City, the Agency or such Financing Authority, as the case may be.
"Bonds' means bonds, notes or other obligations of the Authority issued pursuant to the
Bond Law or pursuant to any other provision of law which may be used by the Authority for the
authorization and issuance of bonds, notes or other obligations.
'Directors' means the representatives of the City appointed to the Board pursuant to
Section 2.03.
Tinancing Authority' means any joint exercise of powers authority created under the Act
pursuant to a joint exercise of powers agreement between the City and the Agency, including, but
not limited to, the Old Town/Westside Community Facilities District Financing Authority.
"Fiscal Yeae man the period from July I in any calendar year to and including June 30
in the succeeding calendar year.
'Members' means the City and the Agency.
'Obligations' has the meaning given to the term 'Bonds' in Section 6585(c) of the Bond
Law.
.Public Agency' means any public agency authorized by the Act to enter into a joint
exercise of powers agreement with the City and the Agency.
"Public improvements" has the meaning given such term in Section 6585(g) of the Bond
Law.
.Secretary' means the Secretary of the Authority appointed pursuant to Section 3.01.
'Treasuree means the Treasurer of the Authority appointed pursuant to Section 3.02.
R:%Citatty\otwpw.agt 2
uworldng Capital Requirements" means the requirements of any Public Agency for funds
to be used by, or on behalf of, such Public Agency for any purpose for which such Public Agency
may borrow money pursuant to Section 53852 of the Govemment Code of the State of Califomia.
ARTICLE H
GENERAL PROVISIONS
Section 2.01. E=se. This Agreement is made pursuant to the Act providing for the
joint exercise of powers common to the City and the Agency, and for other purposes as permitted
under the Act, the Bond Law and as agreed by one or more of the parties hereto. The primary
pu rpose of this Agreement is to provide for the fmancing of Public Improvements or Obligations
in connection with the installation of public infrastructure improvements in the Old Town Area
and the Westside Area of the City, through the acquisition by the Authority of such Public
Imp.rovements and/or the purchase by the Authority of Obligations of the City, the Agency or any
Financing Authority pursuant to Bond Purchase Agreements and/or the lending of funds by the
Authority to the City, the Agency or any Financing Authority.
Section 2.02. C- of Authority. Pursuant to the Act, there is hereby created a public
entity to be known as the "Old Town/Westside Improvement Authority". The Authority shall be
a public entity separate and apart from the City, the Agency and any Fumcing Authonty, and
shall administer this Agreement.
Section 2.03. Board of T)irectors. The Authority shall be administered by a Board of
Directors consisting of five (5) Directors, unless and until such number is changed by amendment
of dus Agreeinent. The D@rs of the Authonty @ be comprised of the members of the City
Concil of the City. The Board shall be called the 'Board of Directors of the Old Town/Westside
Improvement Authority'. AR voting power of the Authority shall reside in the Board.
Section 2.04. MeetinLys of the Bmd.
(a) Regular Meetings. The Board @ provide for its regular meetings; provided,
however, that at last one regular meeting shall be held each year. The date, hour and place
of the holding of regular meetings shall be fixed by resolution of the Board and a copy of
such resolution shall be filed with the City and the Agency.
(b) Special Meetings. Special meetings of the Board may be called in accordance
with the provisions of Section 54956 of the Govemment Code of the State of California.
(c) Call, Notice and Conduct of Meetings. AU meetings of the Board, including
without limitation, regultr, adjourned regular and special meetings,, shall be called,
noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act
of the Govemment Code of the State of @fomia.
R:\Citatty@w.agt 3
Section 2.05. Actions @. The Secretary shall cause to be kept records, consistent
with City policy, of all actions taken by the Board at all meetings of the Board and shall, as soon
as possible after each meeting, make such records available for inspection by each Director and
the Members.
Section 2.06. VotinLy. Each Director shall have one vote.
Section 2.07. QuQrum; @uird Votes; A- - -g. Directors holding a majority of the
votes @ constitute a qwrum for the transaction of business, except that less than a quorum may
adjourn from time to time. ne affirmative votes of at least a majority of the Directors present
at any meeting at which a quorum is present shall be rquired to take any action by the Board.
Section 2.08. @s. IU Board may adopt, from time to time, such bylaws, rules and
reg@ons for the conduct of its meetings as the Board may deem necessary or advisable for the
purposes hereof.
ARTTCLE III
OMCERS AND EMIPLOYEES
Section 3.01. r-hai==, Executive Director and S The City Manager and the
City Clerk are hereby designated as the Executive Director and Secretary, respectively, of the
Authority. The Board shall select a Chairperson from among its members who shall serve as
Chairperson until such person is no longer a City Concilmember or a new Chairperson is
appointed by the Board. The officers shall perform the duties normal to said offices. 'Me
Chauperson or the Executive (or any odw person autho@ by resolution of the Board)
shall sip con@ on behalf of the Authority, and the Chairperson shall perform such other duties
as may be imposed by the Board. The Executive Director shall administer the day-to-day affairs
of the Authority and shall execute the policies and directives of the Board. The Secretary shall
countersign all contracts signed by the Chairperson or the Executive Director on behalf of the
Authority (unless otherwise specified by resolution of the Board), perform such other duties as
may be imposed by the Board and cause a notice of this Agreement to be filed with the Secretary
of State pursuant to the Act.
Section 3.02. Treasurer and Auditor. Pursuant to Section 6505.6 of the Act, the City
Treasurer is hereby designated as the Treasurer of the Authonty and the City Finance Director is
hereby designated as the Auditor of the Authority. The Treasurer shall be the depositary, shall
have custody of all of the accounts, funds and money of the Authority from whatever source, shall
have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure
dw @ @ be strict accountability of all funds and reporting of all receipts and disbursements
of the Authority. As provided in Section 6505 and Section 6505.6 of the Act, the Auditor shall
make arranagments with a certified public accountant or firm of certified public accountants for
the annual audit of accounts and records of the Authority, which audit may be combined with any
R:\Ciwq\@.agt 4
audit of the accounts and records of the City, the Agency and/or any Financing Authority.
Section 3.03. Officers in C-harLye of Rer-ords. Funds and Accounts. Pursuant to Section
6505.1 of the Act, the Treasurer shall have charge of, handle and have access to all accounts,
funds and money of the Authority and all records of the Authority relating thereto; and the
Secretary shall have charge of, handle and have access to all other records of the Authority.
Section 3.04. Find Persons HavinLy Access to Au - Records. From time to time,
the Board may designate persons, in addition to the Executive Director, the Secretary, the
Treasurer and the Auditor, having charge of, handling or having access to any records, funds or
accounts or any Public Improvement of the Authonty, and the respective amounts of the official
bonds of the Executive Director, the Secretary, the Treasurer and the Auditor and such other
persons pursuant to Section 6505.1 of the Act.
Section 3.05. @al Adviwi. The City Attorney shall act as the legal advisor of the
Authority, and shall perform such duties as may be prescribed by the Board.
Section 3.06. (Mer @W=. The Board shall have the power by resolution to appoint
and employ such other consultants and independent contractors as may be necemq for the
purposes of this Agreement.
AU of the @eges and immunities from liability, exemption from laws, ordinances and
rules, all pension, relief, disability, workers' compensation and other benefits which apply to the
activities of officers, agents, or employees of a public agency when performing their respective
@ons shall Voy to the officers, agents or employees of the Authority to the same degree and
extent while engaged m the performance of any of the functions and other duties of such officers,
agents or employees under this Agreement.
None of the officers, agents, or employees directly employed by the Board shall be
deemed, by reason of their employment by the Board to be employed by the City or the Agency
or, by reason of their employment by the board, to be subject to any of the requirements of the
City or the Agency.
Section 3.07. Aq.-.i-.tmt Officffs. The Board may by resolution appoint such assistants to
act in the place of the Secretary or other officers of the Authority (other than any Director), and
my by resolution provide for the appointment of additional officers of the Authority who may or
may not be Directors, as the Board shall from time to time deem appropriate.
R:\Citauykotwpw.agt 5
ARTICLE IV
PO
Section 4.01. C-icneral Powers. The Authority shall exercise the powers granted to it
under the Act, including but not limited to the powers set forth in the Bond Law and the powers
of each of the Members as may be necessary to the accomplishment of the purposes of this
Agreement, subject to the restrictions set forth in Section 4.04. As provided in the Act, the
Authority shall be a public entity separate from the City, the Agency and any Financing Authority.
Section 4.02. Power to . The Au@ty shall have all of the powers provided
in the Act and in the Bond Law, including the power to issue Bonds thereunder.
Section 4.03. @fic Powers. Ile Authority is hereby authorized, on its own name,,to
do all acts necessary for the exercise of the foregoing powers, including but not limited to, any
or all of the following:
(a)to make and enter into contracts;
(b)to employ agents or employees;
(c)to acquire, construct, manage, maintain or operate any Public Improvement,
includmg the common power of the City and the Agency to acquire any Public
Improvement by the power of eminent domain or any other lawful means;
(d)to sue and be sued in its own name;
(e)to issue Bonds and otherwise to incur debts, liabilities or obligations; provided,
however, that no such Bond, debt, liability or obligation shall constitute a debt, liability
or obligation of the City, the Agency or any Financing Authority;
(f)to apply for, accept, receive and disburse grants, loans and odw assistance from
any agencyof the United States of America or of the State of Califomia;
(g)to invest any money m the Umury pummt to Section 6505.5 of the Act winch
is not requn-ed for the immediate necessities of the Authority, as the Authority determines
is advisable, in the same manner and upon the same conditions as local agencies, pursuant
to Section 53601 of the Government Code of the State of Califomia;
(h) to apply for letters of credit or other form of fimcial guarantees in order to
secure the repayment of Bonds and enter into agreements in connection therewith;
(i)to carry out and enforce all the provisions of this Agreement;
R:\Citatty\otwpw.agt 6
0) to make and enter into Bond Purchase Agreements and any other agreements,
assignments and documents of any nature whatsoever as may be necessary or convenient
in the exercise of its powers hereunder or under the Act;
(k) to purchase Obligations of or to make loans to the City, the Agency or any
Financing Authority for the purposes hereof, or to refinance indebtedness incurred by the
City, the Agency or any Financing Authority in connection with any of the purposes
hereof-, and
(1) to exercise any and all other powers as may be provided in the Act or in the
Bond Law.
Section 4.04. Restrictions on Exercise of Powers. The powers of the Authority shall be
exercised m the manner provided m the Act and m the Bond Law, and, except for those powers
set forth in the Bond Law, shall be subject (in accordance with Section 6509 of the Act) to the
restrictions upon the manner of exercising such powers that are imposed upon the City in the
exercise of similar powers.
Section 4.05. Ob]iLations of Auth@. The debts, liabilities and obligations of the
Authority shall not be the debts, liabilities and obligations of the City, the Agency or any
Financing Authority.
Section 4.06. Non-Iiahilily for Obhonfions of Authority. No Member, Director, officer,
agent or employee of the Authority shall be individually or personally liable for the payment of
the principal of or prermum or interest on any obligations of the Authority or be subject to any
personal liability or accountability by reason of any obligations of the Authority; but nothing
herein contained shall relieve any such Member, Director, officer, agent or employee from the
performance of any official duty provided by law or by the instruments authorizing the issuance
of any obligations of the Authority,
ARTTCLE V
CONTRI]BUTTONS; ACCOUNTS AND REPORTS; FUNDS
Section 5.01. r-ontributim. The Members may in the appropriate circumstance when
reqww h : (a) make contributions from their ftmunes for the purposes set forth herem,
(b) make payments of public funds to defray the cost of such purposes, (c) make advances of
public funds for such purposes, such advances to be repaid as provided herein, or (d) use its
personnel, equipment or property m lieu of other contributions or advances. The provisions of
Government Code Section 6513 are hereby incorporated into this Agreement by reference.
R:\Citatty\otwpw.agt 7
Section 5.02. Accoiint-.:ind Ra=-.. To the extent not covered by the duties assigned to
a trustee chosen by the Authority, the Treasurer shall establish and maintain such funds and
accounts as may be required by good accounting practice or by any provision of any trust
agreement entered into with respect to the proceeds of any Bonds issued by the Authority, The
banks and records of the Authority in the hands of a trustee or the Treasurer shall be open to
inspection at all reasonable times by representatives of the Members. Wi@ 180 days after the
close of each Fiscal Year an annual report of all financial activities for such Fiscal Year shall be
presented to the Members, to the extent such activities are not covered by the report of such
trustee. The trustee appointed under any indenture or trust agreement shall establish suitable
funds, furnish fmancial reports and provide suitable accounting procedures to carry out the
provisions of sad trust agreement. Said trustee may be given such duties in said indenture or trust
agreement as may be desirable to carry out this Agreement.
Section 5.03. @. Subject to the applicable provisions of any instrument or agreement
which the Authority may enter into, which may provide for a trustee to receive, have custody of
and disburse Authority funds, the Treasurer of the Authority shall receive, have custody of and
disburse Authority funds as nearly as possible in accordance with generally accepted accounting
practices, and shall make the disbursements required by dus Agreement or to carry out any of the
provisions or purposes of this Agreement.
Section 5.04. Annual 'RudLyet and Adminiqtmtive'Pxpcn@. The Board may adopt a
budget for admunstrattve expenses, wluch shall uiclude all expenses not included in any financing
issue of the Authority, on or about July Ist of each year. The estimated annual administrative
expenses of the Authority shall be allocated in such budget by the Authority to the Members
and/or any Financing Authority in such proportion as the Board shall determine. In the absence
of any such de on such allocation shall be made and charged to each Financing Authonty
in proportion to the principal wnount of Bonds of each such Financmg Authority purchased by the
Authority.
ARTICLE VI
TERM
Section 6.01. I=. This Agreement shall become effective, and the Authority shall
come into existence, on the date of execution and delivery hereof, and this Agreement and the
Authority shall thereafter continue in full force and effect for at least forty (40) years (unless
earlier by the Members and any then Associate Members), but in any event so long as
either (a) any Bonds remaining outstanding or any material contracts to which the Authority is a
party remain in effect, or (b) the Authority shall own any interest in any Public Improvements.
Section 6.02. Dis=ition of Assets. Upon termination of this Agreement, all property
of the Authority, both rwl and personal, shall be conveyed to the City.
R:\Citatty\otwpw.agt
ARTICLE VIDI
MLSCELLANEOUS ]PROVISIONS
Section 7.01. Notices. Notices hereunder shall be in writing and shall be sufficient if
delivered to the notice address of each party hereto for legal notices or as otherwise provided by
a party hereto in writing to each of the other parties hereto.
Section 7.02. Section @dinv.-.. AR section headings in this Agreement are for
convetuence of reference only and are not to be cons@ as modifying or governing the language
in the section refeffed to or to defme or limit the scope of any provision of this Agreement.
SectK)n 7.03. . Whenever m tins Agreement any consent or approval is required,
the same shall not be unreasonably withheld.
Section 7.04. Uw Governing. This Agreement is made in the State of California under
the Constitution and laws of the State of California, and is to be so construed.
Section 7.05. Amendments. This Agreement may be amended at any time, or from time
to time, except as @ted by conma with the owners of the Bonds issued by the Authority or by
app@le regulations or laws of any jurisdiction having authority, by one or more supplemental
agreements executed by both of the parties to this Agreement either as required m order to caffy
out any of the provisions of this Agreement or for any other purpose, including without limitation
addition of new parties (including any legal entities or taxmg areas heretofore or hereafter created)
in pursuance of the purposes of this Agreement.
Section 7.06. Enforcement by Au - . The Authority is hereby autho@ to take any
or all legal or equitable actions, including but not limited to injunction and specific performance,
necessary or permitted by law to enforce this Agreement.
Section 7.07. Severability. Should any part, term or provision of this Agreement be
decided by any court of competent jurisdiction to be @al or in conflict with any law of the State
of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining
portions or provisions shan not be affected thereby.
Section 7.08. lqiiccegsorg. This Agreement shall be binding upon and shall inure to the
benefit of the successors of the City or the Agency, respectively. Neither the City or the Agency
may assign any right or obligation hereunder without the written consent of the other,
R:\Citatty\otwpw.agt 9
IN WrrNEsS F, the parties hereto have caused tius Agreement to executed and
attested by their proper officers thereunto duly authorized and their official seals to be hereto
affixed, on the day and year set opposite the name of each of the parties.
CrrY OF TEMECULA
Date: November 1996 By:
Mayor
ATREST:
By:
June S. Greek, CMC,
City Clerk
REDEVELOPMENT AGENCY OF THE
CrrY OF TEMECULA\
Date: November 1996 By:
Chairperson
ATMT:
By:
June S. Greek, CMC, Agency
Sec.retary/City Clerk
R:\Citatty\otwpw.agt 10
ITEI\4 2
APPROVAL
CITY ATTORNEY
DIR. OF FINANQE.
CITY MANAGER
REDEVELOPMENT AGENCY OF THE
CITY OF TEMECULA
AGENDA REPORT
TO: Agency Members
FROM: Ronald E. Bradley, Executive Director
DATE: November 26, 1996
SUBJECT:Financing for Old Town Area Public Improvements and the Western
Bypass Corridor - Formation of Old Town/Westside Improvement
Authority and Accept Guarantees for Completion of Old Town Public
Improvements
RECOMMENDATION:
1Adopt a resolution entitled:
RESOLUTION NO. RDA 96-
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF TEMECULA AUTHORIZING FORMATION OF A JOINT
EXERCISE OF POWERS AUTHORITY WITH THE CITY OF
TEMECULA
2.Adopt a resolution entitled:
RESOLUTION NO. RDA 96-
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF TEMECULA ACCEPTING GUARANTEES FOR THE
COMPLETION OF PUBLIC IMPROVEMENTS FOR THE OLD TOWN
TEMECULA AREA
BACKGROUND: In September of 1995, the City of Temecula and the Redevelopment
Agency of the City of Temecula entered into a joint exercise of powers agreement creating the
Old Town/Westside Improvement Authority (the "Improvement Authority"), in order to
accommodate a proposed financing structure for public improvements in the Old Town area of
the City and for the Western Bypass. In April of this year, the Improvement Authority was
terminated by the City and the Agency because at that time it appeared that the Improvement
Authority was no longer required to assist in the financing.
R.,lAgenda.RptIRDA-Finan. OTI 11126196
Redevelopment Agency of Temecula Agenda Report - Old Town Public Improvements
November 26, 1996\
Page 2.
It now appears that the Improvement Authority is needed to assist in the proposed financing,
in order to raise additional monies necessary to complete the public improvements intended to
be financed with bond proceeds. It is intended that the Improvement Authority will issue bonds
to public investors and use the proceeds of the bond issue to purchase the Old Town[Westside
Community Facilities District Financing Authority (the 'CFD Authority") bonds at a premium,
thereby raising additional monies (by reason of the premium) for public improvements in an
efficient manner not otherwise available by the CFD Authority.
Staff now recommends that the Improvement Authority be reestablished by execution of a new
joint exercise of powers agreement by the City and the Agency, which agreement is identical
to the agreement previously canceled.
Guarantee of completion of Public Improvements - the Agency and T.Z.B.G., Inc. Entered into
an Owner Participation Agreement on August 31, 1995, which was amended on March 26,
1996. The OPA, as amended provides for the Agency to contribute $7,458,550. To the Old
Town Entertainment Project and the Developer is required to construct certain Public
Improvements for the Old Town area. The amendment also changed the name of the Developer
to Temecula Entertainment Valley, Inc.
Section 4.2.E. of the OPA provides that the Agency is not required to make its contribution to
the project unless the Developer provides the Agency with agreements guaranteeing the
completion of the Public Improvements. These guarantee agreements are now in place.
The Public Improvements described in the OPA will be funded by the bonds to be issued by the
Old Town/Westside Community Facilities District Financing Authority ("CFD). The City of
Temecula will acquire the rights of way for the roadway improvements and provide certain
design services on behalf of the CFD. Construction of the Public Improvements will be
managed by Fluor Daniel, Inc., pursuant to a Construction Management and Supervision
Agreement with the CFD. In addition to the obligation of the Developer under the OPA to
complete the Public Improvement and be responsible for all cost overruns, a number of
additional assurances and guaranties are to be in place for completion of the Pubic
Improvements if unforseen events affecting construction occur:
(1)The construction budget being funded by the bonds to be issued by the Old
Town/Westside Community Facilities District Financing Authority provides for an
uncommitted construction contingency of $700,000.00;
(2)Fluor Daniel, Inc., the Construction Manager retained by the CFD has guaranteed
to complete construction of the Public Improvements for a fixed price and within
a specific time schedule, except for change orders required by the construction
contracts or increase costs due to environmental
(3)Fluor Daniel will maintain builder's risk insurance on the Public Improvements
being constructed which would protect against destruction of the Public
Improvements during construction by the perils of fire, lightening, riot and civil
commotion, explosion, smoke, hail windstorm, earthquake and flood;
R: lagenda. RptiRDA-Finan. OTI 11126196
Redevelopment Agency of Temecula Agenda Report - Old Town Public Improvements
November 26, 1996
Page 3.
(4)The Developer, Old Town Entertainment, LLC, will guarantee the completion of
the Public Improvements, except for the Western Bypass, up to the amount of
$7.5 million (which amount represents the Agency's contribution to the project)
including the specific costs not guaranteed by Flour Daniel or covered by
insurance, and will back up the guarantee with a commitment to maintain
sufficient private financing funds to be available for completion of the Public
Improvements in a amount equal to the difference between the uncompleted
value of the guaranteed improvements and $7.5 million;
(5)In the event the proceeds of the builders risk insurance policy and the guarantee
of the Old Town Entertainment LLC are insufficient to meet the contingency
occurring, Fluor Daniel, Inc., will contribute the amount of its construction
management fee up to the amount of $1.1 million to meet the contingency;
(6)Fluor Corporation, the international parent company of Fluor Daniel, Inc., will
guarantee the obligations of Fluor Daniel, Inc.
Staff recommends the Agency Board adopt the attached resolutions accepting these guarantees
and finding that they satisfy the requirements of Section 4.2.E. of the OPA.
Attachments: 1.Resolution -Old Town/Westside Improvement Authority Joint Exercise of
Powers Agreement
2.Resolution - Accepting Guarantees for Completion of Public
Improvements
R.-lAgenda. RptIRDA-Finan. OTI 11126196
RESOLUTION NO. RDA 96-
A RESOLUTION OF THE REDEVELOFMENT AGENCY OF TJE[E CITY
OF TFZvl]ECUIA AUIHORIIZING FORMAT]ION OF A JOINT
EXERCISE OF PO AUIHORITY WrM THE CITY OF
ULA
WHEREAS, the Redevelopment Agency of the City of Temecula (the -Agency-) and the City of
Temecula (the 'City') desire to assist in the provision of public capital improvements in the Old
Town and the Westside areas of the City, as contemplated by the respective Specific Plans for
such areas heretofore approved by separate ordinances of the City Council;
, in connection with such assistance, the Agency and the City propose to form a joint
exercise of powers authority pursuant to Article 1 (commencing with Section 6500) of Chapter
5 of Division 7 of Title 1 of the California Government Code, to exercise the powers of the
Agency and the City, and to enable the use of financing techniques that may reduce local
borrowing costs, and to otherwise promote the greater use of existing and new financial
instruments and mechanisms, all in connection with the financing of some of the improvements
by the Old Town/Westside Community Facilities District Financing Authority; and
WHEREAS, a form of joint exercise of powers agreement between the Agency and the City
creating the Old Town/Westside Improvement Authority (the 'Joint Powers Agreement'), has been
filed with the Secretary of the Agency, and the members of the Governing Board of the Agency,
with the aid of Agency staff, have reviewed the Joint Powers Agreement.
NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Redevelopment
Agency of the City of Temecula as follows:
Section 1. Formation of Joint Powers Author4. The Governing Board of the Agency
hereby authorms the officers and staff members of the Agency to assist in the organization of a
joint exercise of powers authority between the Agency and the City, to be known as the 'Old
Town/Westside Improvement Authority.' The Governing Board of the Agency hereby approves
and authorizes the Chairperson to execute and deliver and the Secretary to attest the Joint Powers
Agreement forming said joint exercise of powers authority, in the form on file with the Secretary
together with any changes therein deemed advisable by counsel to the Agency, the approval of
such changes to be conclusively evidenced by the execution and delivery by the Agency of the
Joint Powers Agreement.
Section 2. Official Acfion-,. The Chairperson, Executive Director, Secretary and all other
officers of the Agency, are hereby authorized and directed to take all actions and do all things
necessary or desirable hereunder with respect to the formation of said joint exercise powers
Resos.Rda\012.Rda 1
authority, including but not limited to the execution and delivery of any and all agreements,
certificates, instruments and other documents, which they, or any of them, may deem necessary
or desirable and not inconsistent with the purposes of this Resolution.
PASSED, APFROVED AND ADOPRED, by the Goveming Board of the Redevelopment
Agency of the City of Temecula at a regular meeting held on the 26th day of November, 1996.
Patricia H. Birdsall, Chairperson
ATTEST:
June S. Greek, CMC
Agency Secretary/City Clerk
[SEAL]
Resoa.Rda\012.Rda 2
STATE OF CALIEFORNIA
COUNTY OF RI -VERSI]DE ss
CrrY OF ULA
I, June S. Greek, City Clerk of the City of Temecula, hereby do certify that the foregoing
Resolution No. RDA 96- was duly adopted at a regular meeting of the Goveming Board of
the Redevelopment Agency of the City of Temecula on the 26th day of November, 1996, by the
following roll call vote:
AYES: AGENCY ERS:
NOES: AGENCY ERS:
ABSENT:AGENCY MEMBERS:
June S. Greek, CMC
Agency Secretary/City Clerk
Resos.Rda\012.Rda 3
OID TOWN/WESTSI]DE D4PRO AUrIHORrrY
JOINT EXERCISE OF PO AG
Agreement (the 'Joint Exercise of Powers Agreement'), dated November 26, 1996,
is by and between the City of Temecula, a municipal corporation and public body, corporate and
pohtic duly organized and existing under the laws of the State of Califoniia (the 'City'), and the
Redevelopment Agency of the City of Temecula, a pubhc body corporate and pohtic duly
organized and existing under the laws of the State of Califon-da (the 'Agency).
SETH:
S, agencies formed under Articles 1-4 (commencing with Section 6500) of
Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the 'Act') are
penmtted to provide g for any of their me4rnbers or other local pubhc agencies m the State
of Cahfornia m connection with the acquisition, construction and improvement of pubhc calntal
improvements, worlnng capital requirements or msurance programs of such members or other
local agencies; and
S, the City and the Agency wish to form an agency under the Act for the
purpose of providing an entity which can assist in providing fimcing for public capital
improvements m the Old Town Area and the Westside Area of the City and for other purposes
which are authorized under the Act.
NOW, ORE, m of the above premises and of the mutual prormses
herein contained, the City and the Agency do hereby agree as follows:
ARTTCLE I
Section 1.01. TWnitiong. Unless the context otherwise require, the words and terms
defmed in this Article shau, for the purpose hereof, have the meamngs herein specified.
'Act' means Articles 1 @gh 4 (commencing with Section 6500) of Chapter 5, Division
7, Title 1 of the Government Code of the State of California.
'Agreement' means this Joint Exercise of Powers Agreement, as orig@y entered into
or as amended from time to dme.
'Authonty' means the Old Town/Westside Improvement Authonty established pursuant
to Section 2.02 of this Agreement.
R:\Citatty\otwpw.agt
'@' means the @ of Directors of the Old Town/Westside Improvement Authority
referred to in Section 2.03.
'Bond Law' means the Marks-Roos @ Bond Pooling Act of 1985, being Article 4 of
the Act (connnencmg with Section 6584), as now m effect or hereafter amended, Article 2 of the
Act as now in effect or amended, or any other law available for use by the Authority in
the authorization and issuance of bonds to provide for the fimcing of Obligations, Worldng
Capital Requirements, Public Improvements and/or liability or insurance needs of any Public
Agency.
'Bond Purchase Agreonent' means an agreement between the Authonty and the City, the
Agency or any Financing Authority, pursuant to which the Authority agrees to purchase
Obligations from the City, the Agency or such Financing Authority, as the case may be.
'Bonds' means bonds, notes or other obligations of the Authority issued pursuant to the
Bmd Law or pursuant to any other provision of law which may be used by the Authority for the
authorization and issuance of bonds, notes or other obligations.
'Directors' means the representatives of the City appointed to the Board pursuant to
Section 2.03.
'Financing Authority' means any joint exercise of powers authority created under the Act
pursuant to a jomt exercise of powers agreement between the City and the Agency, including, but
not limited to, the Old Town[Westside Commumty Facilities Distnct Fumcing Authonty.
'Fiscal Year' means the period from July I in any calendar year to and including June 30
in the succeeding calendar year.
'Members' means the City and the Agency.
'Obligations' has the meaning given to the term 'Bonds' in Section 6585(c) of the Bond
Law.
.Public Agency' means any public agency autho@ by the Act to enter into a joint
exercise of powers agreement with the City and the Agency.
'Public Improvements' has the meaning given such term m Section 6585(g) of the Bond
Law.
.Secretary' means the Secretary of the Au@ty appointed pursuant to Section 3.01.
'Treasurer' means the Treasurer of the Authority appointed pursuant to Section 3.02.
R:\C@\otwpw.agt 2
"NVorldng CapitEd Requirements' means the requirements of any Public Agency for funds
to be used by, or on belwf of, such Public Agency for any purpose for which such Pubhc Agency
may borrow nxxiey pursuant tD Section 53852 of the Government Code of the State of California.
ARTICLE H
GENERAL FROVLSIONS
Section 2.01. E=se. This Agreement is made pursuant to the Act providing for the
jomt ex== of powers common to the City and the Agency, and for other purposes as permitted
under the Act, the Bond Law and as agreed by one or more of the parties hereto. The primary
purpose of this Agreement is to provide for the financing of Public Improvements or Obligations
in connection with the installation of public infrastructure improvements in the Old Town Area
and the Westside Area of the City, through the acquisition by the Authority of such Public
Improvements and/or the purchase by the Authority of Obhgations of the City, the Agency or any
Fmancmg Authonty pursuant to Bond Purchase Agreements and/or the lendmg of funds by the
Authority to the City, the Agency or any Financing Authority.
Section 2.02. C@on of Anth(Aly. Pursuant to the Act, there is hereby created a public
entity to be known as the 'Old Town/Westside Improvement Authority'. The Authority shall be
a public entity separate and apart from the City, the Agency and any Financing Authority, and
administer this Agreement.
Section 2.03. %ard of 'Director-.. The Authority shau be administered by a Board of
consisting of five (5) , unlm and untd such number is changed by amendment
of this Agreement. The Directors of the Authority @ be comprised of the members of the City
Conc.d of the City. IU Board @ be called the -Board of D rs of the Old Town/Westside
Improvement Authonty'. All voting power of the Authonty shar reside m the Board.
Section 2.04. Meetingg of the %ard.
(a) Regular Meetmgs. The Board ftfl provide for its regular meetings; provided,
however, dw at last one regular meetmg shau be held each year. The date, hour and p@
of the holding of regular meetings shafl be fixed by resolution of the Board and a copy of
such resolution shall be filed with the City and the Agency.
(b) Special Meetings. Special meetings of the Board may be caued in accordance
with the provisions of Section 54956 of the Government Code of the State of California.
(c) CaU, Notice and Conduct of Meetings. AR meetings of the Board, including
without hnutation, regulu, adjourned regulir and Wwlg meetings,. shau be called,
noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act
of the Government Code of the State of California.
IL-\C@@.&O 3
Section 2.05. Actionq Tsil-an. The Secretary @ cause to be kept records, consistent
with City pohcy, of aR actions taken by the Board at aU meetmgs of the Board and @, as soon
as posuble after each meetmg, make such records available for invwtion by each Director and
the Members.
Section 2.06. Voting. Each Director shall have one vote.
Section 2.07. Qu=m; @uird Votes; A- - s. Directors holding a majority of the
votes @ constitute a quorum for the transaction of business, except that less dm a quorum may
adjourn from time to time. The affirmative votes of at least a majority of the Directors present
at any meeting at which a quorum is present shau be rquired to take any action by the Board.
Section 2.08. @s. The Board may adopt, from time to time, such bylaws, rules and
regulations for the conduct of its meetings as the Board may deem necessary or advisable for the
purposes hereof.
ARTTCLEM
OFFTCERS AND YM
Section 3.01. @i tive Nrector 2ind S The City Manager and the
City Clerk are hereby designated as the Executive Director and Secretary, respectively, of the
Authority. The Board @ select a Chairperson from among its members who @ serve as
Chairperson until such person is no longer a City Concilmember or a new Chairperson is
appointed by the Board. The officers @ perform the duties normal to said offices. The
or the FxecutLve D=W (or any odw pemn autho@ by resolution of the Board)
shau sign om@ on behalf of the Authonty, and the Aa perform such other duties
as may be imposed by the Board. The Executive Director @ administer the day-to-day affairs
of the Authority and shall execute the policies and directives of the Board. The Secretary shall
countersign all contracts signed by the Chairperson or the Executive Director on behalf of the
Authority (unless otherwise speci@ by resolution of the Board), perform such other duties as
may be imposed by the Board and cause a notlce of this Agreement to be filed with the Secretary
of State pursuant to the Act.
Section 3.02. Treasurer and Auditor. Pursuant to Section 6505.6 of the Act, the City
Treasurer is hereby designated as the Treasurer of the Authonty and the City Fuiance Director is
hereby designated as the Auditor of the Authonty. The Treasurer @ be the depositary, shau
have custody of aU of the accounts, @ and money of the Au@ty from whatever source, shau
have the duties and obligations set forth in Sections 6505 and 6505.5 of the Act and shall assure
that @ shau be stnct accountability of all funds and reporting of aR receipts and disbursements
of the Authority. As provided in Section 6505 and Section 6505.6 of the Act, the Auditor @
make arranagments with a certified pubhc accountant or fhm of certified pubhc accountants for
the annual audit of accounts and records of the Authority, which audit may be combined with any
R:NCitatty\otwpw.&St 4
audit of the accounts and records 6f the City, the Agency and/or any Financing Authority.
Section 3.03. Officen in Chargc of Records, Funds and Accoiints. Pursuant to Section
6505.1 of the Act, the Treasurer shall have charge of, handle and have access to all accounts,
funds and money of the Authority and afl records of the Authority relating thereto; and the
Secretary shau have charge of, handle and have access to aU other records of the Authonty.
Section 3.04. 'Rondina q 14avina Accm to A Records. From time to time,
the Board may designate persons,, in ad(htion to the Executive Director, the Secretary, the
Treasurer and the Auditor, having charge of, handling or having access to any records, funds or
accounts or any Public Improvement of the Authority, and the respective amounts of the official
bonds of the Executive Director, the Secretary, the Treasurer and the Auditor and such other
persons pursuant to Section 6505.1 of the Act.
Section 3.05. L&Pal Adviwi. The City Attomey shau act as the legal advisor of the
Authority, and shau perform such duties as may be prescribed by the Board.
Section 3.06. (Mer Fmpja=. The Board shau have the power by resolution to appoint
and employ such other consultants and independent contractors as may be necessary for the
purposes of this Agreement.
AU of the privileges and immunities from liability, exemption from laws, ordinances and
rules, aR pension, relief, dl%bihty, workers' compensation and other benefits wluch apply to the
activities of officers, agents, or employees of a pubuc agency when performing their tive
functons @ apply to the officers, agents or employees of the Authonty to the same degree and
extent while mmed in the perf of any of the functions and other duties of such officers,
agents or employees under tlus Agreement.
None of the officers, agents, or employees directly employed by the Board shau be
deemed, by reason of their employment by the Board to be employed by the City or the Agency
or, by reason of their employment by the board, to be subject to any of the requirements of the
City or the Agency.
Section 3.(Y7. Aggi,@nt Officen. The Board may by resolution appoint such assistants to
act in the place of the Secre@ or other officers of the Authority (other than any Director), and
my by resolution provide for the appointment of additional officers of the Authonty who may or
may not be Directors, as the Board shau from time to time deem appropriate.
R:\Citatty\otwpw.agt 5
ARTICLE IV
PO
Section 4.01. Gen@ Powers. The Authority @ exercise the powers granted to it
under the Act, including but not limited to the powers set forth in the Bond Law and the powers
of each of the Members as may be necessary to the accomplishment of the purposes of this
Agreement, subject to the restrictions set forth in Section 4.04. As provided in the Act, the
Authonty @ be a public entity from the City, the Agency and any Fumcmg Authonty.
Section 4.02. Power to . The Authority shau have aU of the powers provided
in the Act and in the Bond Law, including the power to issue Bonds thereunder.
Section 4.03. Powen. The Authority is hereby autho@, on its own name, to
do aU acts necessary for the exercise of the foregoing powers, including but not limited to, any
or all of the following:
(a)to make and enter mto contracts;
(b)to employ agents or employms;
(c)to acquire, construct, manage, @tain or operate any Public Improvement,
includmg the common power of the City and the Agency to acquire any Pubhc
Improvement by the power of eminent domam or any other lawful means;
(d)to sue and be sued m its own name;
(e) to issue Bonds and to incur debts, @ilities or obligations; provided,
however, that no such Bond, debt, Unity or obligation shau constitute a debt, liability
or obligation of the City, the Agency or any Fumcmg Authonty;
(f) to apply for, accept, receive and disburse grants, loans and other assistance from
any agency of the United States of America or of the State of Califoniia;
(g)tD invest any money in the MM pursmt to Section 6505.5 of the Act which
is not required for the necessities of the Authority, as the Authority determines
is advisable, in the same nmw and upon the same conditions as local agencies, pursuant
to Section 53601 of the Government Code of the State of California;
(h) to apply for letters of credit or other form of financw guarantees m order to
secure the repayment of Bonds and enter mto agreements m connection therewith;
(i)to carry out and enforce aU the provisions of this Agreement;
R:\C@\otwpw.agt 6
0)to make and enter into Bond Purchase Agreements and any other agreements,
assignments and documents of any nawm whatsoever as may be n or convenient
in the exercise of its powers hereunder or under the Act;
(k)to purchase Obligations of or to make loans to the City, the Agency or any
Fg Audmty for the purposes hereof, or to refinance indebtedness mcuffed by the
City,the Agency or any Fmancing Authority m connection with any of the purposes
hereof-,and
(1) to exercise any and aR other powers as may be provided in the Act or in the
Bond Law.
Section 4.04. R@ctiong on Exemise of Powers. The powers of the Authority shau be
exercised m the manner provided in the Act and in the Bond Law, and, except for those powers
set forth m the Bond Law, shall be subject (m accordance with Section 6509 of the Act) to the
restrictions upon the manner of exercising such powers that are imposed upon the City m the
exercise of simil-ir powers.
Section 4.05. Oblipqtiong Of Authority. The debts, @ilities and obligations of the
Authority shau not be the debts, liabilities and obligations of the City, the Agency or any
Financing Authority.
Section 4.06. Non-T-ighility for Oblicatinng of No Member, Dimtor, officer,
agent or employee of the Authonty shau be @viduauy or personally hable for the payment of
the principal of or premium or interest on any obligations of the Authority or be subject to any
personal liability or accountability by reason of any obligations of the Authority; but nothing
herein contained @ relieve any such Member, Di=tor, officer, agent or employee from the
performance of any officw duty provided by law or by the instruments authorwng the issuance
of any obhptions of the Authority,
ARTICLE V
CONTRIEBUTIONS; ACCOUNTS AND REPORTS; FUNDS
Section 5.01. rnntrihiitinng. The Members may in the appropriate circumstance when
-req@ hermmder: (a) make contributions from thw ftnunes for the purposes set forth herem,
(b) make payments of pubhc funds to defray the cost of such purposes, (c) make advances of
public funds for such purposes, such advances to be repaid as provided herein, or (d) use its
personnel, equipment or property in lieu of other contributions or advances. The provisions of
Govemment Code Section 6513 are hereby incorporated into this Agreement by reference.
R:\Cita"\otwpw.agt 7
Section 5.02. Accoiintq and go=. To the extent not covered by the duties assigned to
a trustee chosen by the Authority, the Treasurer shall estabhsh and mainwn such funds and
accounts as may be required by good accounting pmfice or by any provision of any trust
agreement enWW mtovnth respect to the proceeds of any Bonds issued by the Authonty, Tbe'
books and records of the Authority in the hands of a trustee or the Treasurer shar be open to
inspection at all reasonable times by representatives of the Members. Wi@ 180 days after the
close of each Fiscal Year an annual report of aR financw activities for such Fiscal Year @ be
presented to the Members, to the extent such activities are not covered by the report of such
trustee. The trustee appointed under any indenture or trust agreement @ establish suitable
funds, furnish financial reports and provide suitable accounting procedures to carry out the
provisions of said trust agremmt. Swd may be given ma duties m said indenture or trust
agreement as may be d@ble to carry out this Agreement.
Section 5.03. @. Subject to the applicable provisions of any instrument or agreement
winch the Audionty may enter mto, which may provide for a trustee to receive, have custody of
and disburse Authority funds, the Treasurer of the Authority @ receive, have custody of and
disburse Authority funds as nearly as possible in accordance with generally accepted accounting
pmfices, and shau make the disbursements required by this Agreement or to carry out any of the
provisions or purposes of this Agreement.
Section 5.04. Annual 'RudLyet and Administmtive 1Px=ses. The Board may adopt a
budget for admim@ve expenses, winch shau lwlude aU expenses not included m any financing
issue of the Authority, on or about July lst of each year. The estimated annual administrative
expenses of the Authonty shau be a.Uocated in such budget by the Authority to the Members
and/or any Financing Authority in such proportion as the Board shau determine. in the absence
of any @ determmfton such allocation @ be made and charged to each Fmancmg Authonty
m proportion to the principal ainount of Bonds of each such Fmancmg Authonty purchased by the
Authority.
ARTICLE VI
TERM
Section 6.01. I=. This Agreement shau become effective, and the Authority
come into existence, on the date of execution and delivery hereof, and this Agreement and the
Authority shall thereafter continue in fuU force and effect for at least forty (40) years (unless
earher temunated by the Members and any then Associate Members), but m any event so long as
eidw (a) any Bonds remaining outstanding or any material contracts to which the Authority is a
party remain in effect, or (b) the Authonty shau own any interest m any PubUc Improvements.
Section 6.02. 'DisMqition of Assets. Upon termination of this Agreement, aU property
of the Authority, both real and personal, @ be conveyed to the City.
R:\Citatty\otwpw.agt 8
ARTICLE VH
MLSCELLANEOUS PROVISIONS
Section 7.01. Notices. Notices hereunder @ be in writing and shau be sufficient if
delivered to the notice address of each party hereto for legal notices or as otherwise provided by
a party hereto in writing to each of the other parties hereto.
Section 7.02. Section Headinv,-q. All section headings in this Agreement are for
convenience of reference only and are not to be as modifymg or govermng the language
in the section refeffed to or to define or Umit the scope of any provision of this Agreement.
Section 7.03. Consent. Whenever in this Agreement any consent or approval is required,
the same @ not be unreasonably withheld.
Section 7.04. @w GoveminLy. This Agreement is made in the State of Califomia under
the Constitution and laws of the State of Califomia, and is to be so cons@.
Section 7.05. A @@jmftltlz. This Agreement may be amended at any time, or from time
to hm, ex@ as h=Wd by con@ @ the owners of the Bonds issued by the Authority or by
applicable regulations or laws of any jurisdiction having authority, by one or more supplemental
agreements executed by both of the parties to tlus Agreement rather as reqmred m order to caffy
out any of the provmm of this Agreen=t or for any other purpose, including without hmitation
addition of new parues (mcludmg any legal entlties or taxing areas heretofore or h created)
in pursuance of the purposes of this Agreement.
Section 7.06. lRn t by - . The Authority is hereby autho@ to take any
or all lepl or equitable actions, including but not limited to injunction and specific performance,
necessary or permitted by law to enforce this Agreement.
Section 7.07. S . Should any part, term or provision of this Agreement be
domded by any court of competent j on tD be iftg or in conflict with any law of the State
of Cahfonua, or otherwise be unenforceable or ineffectual, the vahdity of the remaimng
portions or provisions @ not be affected thereby.
Section 7.08. Successors. This Agreement shau be binding upon and shar inure to the
benefit of the successors of the City or the Agency, respectively. Neither the City or the Agency
may assign any nght or obligation hereunder without the written consent of the other,
R:\C@\otwpw.aSt 9
IN WTRNESS F, the parbes hereto have caused dm Agreemmt to executed and
attested by their proper officers thereunto duly autho@ and @ official seals to be hereto
affixed, on the day and year set opposite the name of each of the pudes.
CrrY OF ULA
Date: November 1996 By:
Mayor
ATTEST:
By:
June S. Greek, CMC,
City Clerk
R D'F-VELOP AGENCY OF THE
CrrY OF TEMECULA\
Date: November 1996 By:
CMWson
ATMT:
By:
June S. Greek, CMC, Agency
Secretary/City Clerk
R:\C@\otwpw.agt 10
RESOLUTION NO. RDA %-
A RESOLUTION OF THE REDEVELOPMENT AGENCY
OF THE CITY OF TEMECULA ACCEPTING
GUARANTEES FOR THE COMPLETION OF PUBLIC
IMPROVEMENTS FOR THE OLD TOWN AREA
THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES
HEREBY RESOLVE AS FOLLOWS:
Section 1. The Redevelopment Agency of the City of Temecula does hereby
find, determine and declare as follows:
a. On August 31, 1995 the Agency and T.Z.B.G., Inc. ("Participant")
entered into that certain Owner Participation Agreement ("OPA"). Among other
provisions, the OPA provides for the development of the Old Town Entertaim-nent
Project and requires the Participant to construct and install certain public improvements
as specified in the Description of Public Improvements, Exhibit No. 3 of the OPA
("Public Improvements"). The OPA further provides that the Participant would assume
sole and full responsibility and all financial risk for financing the land acquisition,
design, construction, and operation of the Public Improvements to be constructed and
installed in strict accordance with the provisions of the OPA. Under the OPA, Agency
would contribute $5,987,700 to the Project.
b. On March 26, 1996, the Agency and Participant entered into that certain
agreement entitled "First Amendment to Owner Participation Agreement" ("First
Amendment"). The First Amendment: (1) Amends Section 4.2 to provide that the
Agency will make an additional contribution to the Project of $1,470,850, representing
the amount of assessments for the Western Bypass for certain property owners not
related to the Project which the Agency agreed to pay on their behalf, bringing the
Agency's contribution to the Project to $7,458,550; (2) refmes to the description of the
Public Improvements in the Description of Public Improvements, Exhibit 3 to the First
Amendment; (3) provides for Agency consent to the assignment of Participant's
obligations to design, install and construct the Public Improvements and Participant's
right to receive payment for certain Design Work in the event of termination of the
OPA prior to the commencement of the construction of the Public Improvements to
Fluor Daniel Temecula and the assumption of such obligations by Fluor Daniel
Temecula; (4) provides for the conveyance by the Agency to the Participant of certain
real property owned by the Agency at 41953 Main Street, Temecula; and (5) approves
a change in name of the Participant from "T. Z. B.G., Inc. " to "Temecula Entertainment
Valley, Inc. " As used in this Resolution, the term "OPA" shall mean the original
Owner Participation Agreement, dated as of August 31, 1995, as amended by the First
Amendment to the Owner Participation Agreement, dated as of March 26, 1996.
R:\Resos\Resos.96\guarantee
C. The Amendment to Section 4.2 E. of the original OPA revised the
timing and conditions precedent to the Agency making its combined contribution of
$7,458,550 to the Project, as such contribution is qualified by the terms of the OPA.
Section 4.2 E. of the OPA, as amended, specifically provides:
"E.Agency shall pay the sum specified in Subparagraph A
[$7,458,550, as qualified by the terms of the OPA] to Participant
upon ten (10) business days notice following completion of the
following events, . . . .:
Ill. The financing for the Entertainment Facilities has closed
or the Agency determines in its sole and unfettered
discretion that commitments are in place that assure its
closing; and
"2.The Participant provides the Agency with fully executed
agreements guaranteeing in a form acceptable to the
Agency that (I) the Public Improvements will be built,
and (ii) providing that an indemnity or indemnities shall
be provided in favor of the Agency to the effect that those
parties performing work on the Public Improvements will
defend, indemnify and hold harmless the Agency from
claims arising from the design and construction of the
Public Improvements, which agreements for the Public
Improvements will be consistent with the provisions of
this Article. "
d. The Public Improvements described in the OPA will be funded by the
bonds to be issued by the Old Town/Westside Community Facilities District Financing
Authority ("CFD"). The City of Temecula will acquire the rights of way for the
roadway improvements and provide certain design services on behalf of the CFD.
Construction of the Public Improvements will be managed by Fluor Daniel, Inc.,
pursuant to a Construction Management and Supervision Agreement with the CFD. In
addition to the obligation of the Developer under the OPA to complete the Public
Improvement and be responsible for all cost overruns, a number of additional
assurances and guaranties are in place to provide for completion of the Public
Improvements if unforseen events affecting construction occur:
(1)The construction budget being ftmded by the bonds to be issued
by the Old Town/Westside Community Facilities District
Financing Authority provides for a uncommitted construction
contingency of $700,000.00;
(2)Fluor Daniel, Inc., the Construction Manager retained by the
CFD has guaranteed to complete construction of the Public
R:\Resos\Resos.96\guarantee
Improvements for a fixed price and within a specific time
schedule, except for change orders required by the construction
contracts or increased costs due to environmental subsurface
conditions, goverrmental actions, or events of force majeure;
(3)Fluor Daniel will maintain builder's risk insurance on the Public
Improvements being constructed which would protect against
destruction of the Public Improvements during construction by
the perils of fire, lightening, riot and civil commotion, explosion,
smoke, hail, windstorm, earthquake, and flood;
(4)The Developer, Old Town Entertainment, LLC, will guarantee
the completion of the Public Improvements, except for the
Western Bypass, up to the amount of $7.5 million (which amount
represents the Agency's contribution to the Project) including the
specific costs not guaranteed by Fluor Daniel or covered by
insurance, and will back up the guarantee with a commitment to
maintain sufficient private fmancing funds to be available for
completion of the Public Improvements in an amount equal to the
difference between the uncompleted value of the guaranteed
improvements and $7.5 million;
(5)In the event the proceeds of the builders risk insurance policy and
the guaranty of the Old Town Entertainment LLC are insufficient
to meet the contingency occurring, Fluor Daniel, Inc., will
contribute the amount of its construction management fee up the
amount of $ 1. 1 million to meet the contingency;
(6)Fluor Corporation, the international parent company of Fluor
Daniel, Inc., will guarantee the obligations of Fluor Daniel, Inc.
Section 2. The Board of Directors of the Agency hereby approves that
certain agreement with Old Town Entertairunent LLC entitled "Letter Guarantee to Construct
Public Improvements" in substantially the form attached hereto as Exhibit A, and directs and
authorizes the Chairperson to execute said agreement on behalf of the Agency subject to such
changes in form as may be approved by the Executive Director and the General Counsel.
Section 3. The Board of Directors of the Agency hereby finds that upon the
execution and approval of the guaranties described in Section l.d. of this Resolution, the
requirements of Section 4.2 E. of the OPA, as amended, will be satisfied.
R:\Resos\Resos.96\guarantee
Section 4. The Secretary shall certify the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED by the Board of Directors of the
Redevelopment Agency of the City of Temecula on 1996.
Patricia H. Birdsall
Chairperson
ATTEST:
June S. Greek, CMC
Agency Secretary
[SEAL]
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE Ss
CITY OF TEMECULA
1, June S. Greek, Secretary of the Redevelopment Agency of the City of Temecula, do
hereby certify that the Resolution No. 96- was duly and regularly adopted by the
Board of Directors of the Redevelopment Agency of the City of Temecula at a regular meeting
thereof, held on 1996, by the following vote, to wit:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT:BOARD MEMBERS:
ABSTAIN:BOARD MEMBERS:
June S. Greek
Agency Secretary
R:\Resos\Resos.96\guarantee
NOV.21.1996 12:40PM COX, CASTLE, NICHOLSON, LLP, NO.2825 P. 2/4
Nov@ 11, 19%
TO:Old Town/W@ Community Facilities
D@ot Irmancing AwWty
43174 Emims Pait Drive
T , Call@ 92590
City of T la
43174 Businou Park Drive
Temecula, Cal&rnia M90
Redevelopmw A@ of the City of T a
43174 Business Park Drive
T la, Cal@a 92590
RE: Gummy to Co@ct Public improv
Ladies and G@a=:
Mm lWcMop, Apney of the City of Temecula (the "Agmcy") and T.Z.B.O., I=.,
Utfornia co@iou, now @ as T la EnterWn@ Valley. Inc., a Cali@ tion
(collectively, 'TEV'), I= an Owner Participation dmd August 31, 1996, as
amended by the padu in the A to Owna PiMcipadon A on March 26, 1996
(Collectively,the 'OPA'). Under the tkms Of the OPA, TEV speed w dasip, acq@ Ind,
coamct and WWIall Public Improv (m that term b in the OPA) at In sole @ cost
and axpem in co with the terms of the OPA. PurthermoM TEV @ to be solely
'No for all cm uvwmns or expenses incurred In building the Public Impr oments in excess
rebponia ov
of the A@'s contribution of $7,458,550. Pursuant to the Wm of the OPA, TEV was p to
resign to Fluor Daniel, Inc. ('Floor Daniel'), and Fluor Daniel could inume, TEV's obl@ to
design, insWI and construct the Public Impirovemcnis.
Consaqu=dy. h is co@lated that Fluor Daniel will antw I= a Construction t
and Supervision Aoxmmnt and the Suppl&mtal Letter Agromea (coll@vely, die NCNMAN) with
ftOldT eMWe Conimunity Fwflitie$ District Financing Authority Community Facilities
District No- I (the mauthority), the form of which CMSA has boa @ndally agreed to by the
parties themo. UMa the CMSA, Fluor Daniel is oblisaged to @m wW propme, on behalf of the
Authority, contmts that the Authority shall enter tm with dWy qualified wW I co to
desip, w&aer, construct, Install, test wW irmpea dw Public fmprovmcnts. Pursuant tD the Draft
Suppimmal Letter Agreement (the "Suppimental'), the form of which is substantially @ upon
by the parties, Fluor Daniel shall manage the construction of the Public Improvements such that dw
costs paid to contractors shall not exmw $17,289,202 and dmt Fluor Daniel shall bear any =m in
excess of did amount, subject to the term of the CMSA.
4
NOV.21.1996 12:40PM COI, CASTLE, NICHOLSON, LLP, NO.2825 P. 3/4
T mm Guar@ to Construct Public Impmvamts
Nov@ 21, 1996
Page 2
Purdiamore, Fluor Cotpornion, a Delaware corporation ("Flwrm), is cdmmplaft @bg
into a goorata (the uCkL&rwm*) with the Auftrity guamteeins Fluor D@,s obi@n under
CMSA with f@ to the, codpladon of the Public Improv
As a result of the foregobg, the guarantee of Fluor Daniel under the CMSA oW the
auarmw of IFloor are both subjea w the @ of the CMSA. PursuwX to the tornm of the CMSA, a
force majoure evat which causes a delay In or failure of performance by Fluor Daniel "I not
constitute an avow of ddmlt. Specifically, Section 7. 10 of Om CMSA provides:
Any delays in or failure of performance by the Authority or [Fhior Daniel, Lu.),
other dm pa@ of money, "I not constitute ftbuit bom@ if and to dw
axwt such delays or fabura of @rrnanm are caused by occurr@ beyond the
reasonable control of die Authority or [Fluor Danielj, is the cue may be, including
but not @ited to: acts of God or the public enemy; expiropdatkm of confiscation of
war; r"Wn or s@ or damage resulting therefrom; fim, goods, explosions,
aoc-ldmu-, @ or strikes or other oon@ wa of workman, whether direct or
iiad@ or any , whether or not of the same class or kind as those spedflcwly
Am named, which are not within the control of the Authority or [Fluor DmW]
vely. and which by the @ise of reasonable, diligme, the Authority or
(fluor Danid). respeaivdy, Is unable to prevem. [Fluor DaWel's] scheduled
completion d*W3) required under this [CMSAI Ag"wmwA shall be adjusted to
amount for any force majoure delay....
Consequently, dw suaraw of Fluor Daniel under the CMSA wW the Guiir@ of Fluor do
Dot COVK AO]2@rmum due to a force mvjeut* event-
To mi@ the co@uencu of a fbrw mideure @ Fluor Dodel, pursuam to die CMSA,
hu agreed to procure insurance for Vmified pedla such as fire, lightning. riot and civil Ion,
explosion, Make., hall. wbWsWM @qu@, and flood. Such imurmm will imure *o Publk
hvrov=mts eD &a ikil ins=We value of the prop", subjed to a $10,000 deductible (except *a
the deductible for @quake shall be $100,000 and the deductible kr flood shall be $25,000). The
City, the Old TowalWamide Community Facilities District F@ing Authority Community Facilities
DiWict No. I (Old Town Area Pub] lc ImprovemoM) and the Authority will be named as &Widonal
inturaft.
In order to satisfy tM City and the Ag6ncy that die Public am will be chid
and paid for upon the occurrom of ik force majeure event no comw by insurance, TEV agran
th@ upon @ation, the Old Town Entertaiment, LLC (the "LLCO), will agree to do aff of the
following, on behalf of TEV:
1.7'he LLC will pay all insurance premiums on do insurance @IbW above.
@Nt ZM73 4
facilities; ocomplianc4 with any order or request of any gov authority; au of
NOV.21.1996 12:41PM COI, CASTLE, NICHOLSON, ILP. NO.2825 P. 4/4
I asset G w Co Public lmvmvmmts
Novembw 21, 1996
Pap 3
2. The L.LC will guarantee the wmplation of the Public Improv to de
wm of the OPA, it bft understood that insurance proceed$, to the extent available, will be applied
any fows of the LIZ .
3. Any rem&Wng r@ of completing the Public to (excluding ffic Western
Bypass) not co@ by the Fluor Danid guarantee under the CMSA, Om Fluor Gu@ce, or
shall be guaranteed by the LLC in an =sent not to exceed $7.5 million. El such
Sur@, the LLC shall cov@ that:
A.The Public Improvw=ts will be wmplood prior to the private lmprovemem.
B.As of any datd, the amount of undrawn private fi shall be at la= equal to sm
es@ed cost of completing the Public Improv (excluding the W
Bypau). provided that the amount of private financing required to be left undrawn
purnast to this letter Guaranty shall not excew S7.S million.
C-The LLC shall c@ to the Agency on a monthly basis lncludwg a
doco tion that the undrawn private financing @ the test In Rom B mwve.
it is understood, however, that the LLC r es the right to @ whmver
dacm mmsary In its sole discretion with its equity and debt Invaders to mitigate rlmk of
the guarantee, Including, but not limited to. force majeure insurance, c @, or @by
financial commitments, provided such arrangements &to not inconsistent with the terms of this low
guarantee.
ULA ENTERTAINMENT VALLEY, INC.
By:
Title:
RM@ 2M MM 4
ITEIN4 3
I
APPROVAL
CITY ATTORNEY
DIR. OF FINAN(ZE
CITY MANAGER
OLD TOWN/WESTSIDE COMMUNITY FACILITIES DISTRICT
FINANCING AUTHORITY
AGENCY REPORT
TO: Board Members
FROM: Ronald E. Bradley, City Manager
DATE: November 26, 1995
SUBJECT:Financing for Old Town Area Public Improvements and the Western
Bypass Corridor - Sale of Bonds and Construction Management
Agreement
RECOMMENDATION:
1Adopt a resolution entitled:
RESOLUTION NO. FA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWNFWESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING
AUTHORITY APPROVING SALE OF BONDS TO THE OLD
TOWNFWESTSIDE IMPROVEMENT AUTHORITY AND APPROVING
OTHER RELATED DOCUMENTS AND ACTIONS
2.Adopt a resolution entitled:
RESOLUTION NO. FA 96-
A RESOLUTION OF THE OLD TOWN WESTSIDE COMMUNITY
FACILITIES DISTRICT FINANCING AUTHORITY APPROVING A
CONSTRUCTION MANAGEMENT AND SUPERVISION AGREEMENT
WITH FLUOR DANIEL, INC. AND A GUARANTEE WITH FLUOR
CORPORATION
R:lAgenda RptIFA-fianan-oti 11126195
Old Town/Westside Facilities District Financing Authority Agenda Report - Financing Public
Improvements and the Western Bypass Corridor, Sale of Bonds and Construction Management
Agreement
November 26, 1996
Page 2.
DISCUSSION: On June 11, 1996 the Old Town/Westside Community Facilities Financing
Authority (the "Authority") authorized the issuance of its 1996 Special Tax Bonds (the "Bonds")
and approved related documents. The resolution listed above approves the sale of the Bonds
to the Old TownA'Vestside Improvement Authority (the "JPA"), the documents necessary to the
issuance and sale of the Bonds, and an "Official Statement" in connection with the sale of
bonds by the JPA (the proceeds of which would be used to purchase the Bonds) to prospective
investors. The Official Statement contains detailed information regarding the proposed
financing and the related projects, and it is important for all Authority Board members to review
the Official Statement and inform Staff of any misstatements, omissions or misleading
statements therein known to the Board members.
The Resolution also provides for the cancellation of an amendment to a Joint Community
Facilities Agreement with the City of Temecula, because the guarantee referenced therein will
now be provided directly to the Redevelopment Agency of the City of Temecula. Staff
recommends cancellation of the amendment to avoid confusion regarding the guarantees to be
provided relative to the construction of the public improvements.
Finally the Resolution provides for the extension of all of the Joint Community Facilities
Agreements to which the Authority is a party, as these agreements have expired or may expire
because the Bonds have not yet been issued. These agreements provide for other public
agencies to acquire the Bond-financed facilities when they are completed. Staff recommends
approval of extensions of the cancellation date of these agreements pending issuance of the
Bonds.
Construction Management Agreement
The Authority has authorized the issuance of the Old Town/Westside Community Facilities
District Financing Authority Community Facilities District No. 1 (Old Town Area Public
Improvements) 1996 Special Tax Bonds to fund the construction of certain public
improvements in the Old Town Area ("Public Improvements").
Anticipating the need for a construction manager to supervise and manage the construction of
the Old Town Area Public Improvements, and prior to the formation of the Authority, the City
of Temecula and the Redevelopment Agency of the City of Temecula circulated requests for
proposals for construction management services for this project to four of the largest
construction management firms in Southern California, in accordance with the authority of
Government Code Sections 4526 and 4528.
Proposals were received from Centex Golden Construction Company, Fluor Daniel, Inc., Kajima
International, Inc. And Snyder Langston. The proposals were evaluated on the basis of
demonstrated competence and on the professional qualifications necessary for the satisfactory
performance of the construction management services required for the Public Improvements in
accordance with the authority of Government Code Section 4526. On April 25, 1 996, the
R.-IAgenda RptIFA-fianan-oti 11126195
Old Town/Westside Facilities District Financing Authority Agenda Report - Financing Public
Improvements and the Western Bypass Corridor, Sale of Bonds and Construction Management
Agreement
November 26, 1996
Page 3.
Board authorized the City Manager/Executive Director to initiate negotiations with Fluor Daniel,
Inc. for construction management services for the Old Town Area Public Improvements as
specifically authorized by Government Code Section 4528, determining the Fluor Daniel, Inc.
Was the best qualified firm to perform construction management services for the Public
Improvements.
In accordance with the provisions of Government Code Section 4528, the City
Manager/Executive Director has negotiated the terms of the Construction Management and
Supervision Agreement ("CMSA") on behalf of the Authority.
The CMSA provides that Fluor Daniel will perform construction management services for the
Authority in supervising the construction of the Public Improvements. The agreement spells
out the public bidding procedures which Fluor Daniel will implement and manage.
Fluor Daniel will guarantee the price and timely completion of the construction contracts except
for change orders approved by the Authority, force majeure, government actions or
environmental sub-surface conditions. Fluor Daniels' parent company, Fluor Corporation, will
guarantee Flour Daniels' performance.
The cost of the construction management services will be paid from the proceeds of the bond
issue which will be repaid in turn by special taxes levied against the Developer.
Staff recommends the Board adopt the resolution approving the CMSA.
Attachments:Resolutions (2)
Fiscal Agent Agreement
Bond Purchase Agreement - Local Agency Bonds
Bond Purchase Contract - JPA Bonds
Official Statement
Construction Management Agreement
Supplemental Letter Agreement
Guarantee
R. lagenda RptiFA-fianan-oti 11126195
RESOLUTION NO. FA 96-
A RESOLUTTON OF I BOARD OF DUTECTORS OF THE OID
TOWN/WESTSI]DE CO FACIILMES DISTRICT FINANCING
AUTHORITY APPROVING SALE OF BONDS TO THE OILD
TOWN/WESTS]IDE 0 AUTHORrrY, AND APFROVING
OTHER RELATED DOC S AND ACITONS
WHEREAS, this Board of Directors of the Old Town/Westside Community Facilities
District Financing Authority (the 'Authority') has conducted proceedings under and pursuant to
the M@Roos Community Facilities Act of 1982, as amended (the 'Act'), to form the Old Town
Westside Community Facilities District Financing Authority Community Facilities District No.
1 (Old Town Area Public Improvements) (the 'District), to authorize the levy of special taxes
upon the land within the District, and to issue bonds secured by said special taxes to fmance
certain facilities; and
WHEREAS, this Board of Directors, as legislative body of the District, authorized the
issuance of bonds of the Authority for the District in the original principal amount of $27,500,000
designated 'Old Town/Westside Community Facilities District Financing Authority Community
Facilities District No. 1 (Old Town Area Public Improvements) 1996 Special Tax Bonds' (the
'Bonds'), pursuant to the Act and a Resolution entitled "A Resolution of the Board of Directors
of the Old Town/Westside Community Facilities District No. 1, Approving and Directing the
Execution of a Fiscal Agent Agreement, and Approving Amendment to Joint Community
Facilities Agreement and Other Related Documents and Actions,' adopted June 11, 1996 (the
'Prior Resolution'); and
WHEREAS, there has been submitted to this Board of Directors a revised fi@ agent
agreement (the 'Fiscal Agent Agreement') providing for the issuance of the Bonds, for and on
behalf of the District, and this Board of Directors, with the aid of its staff, has reviewed the Fiscal
Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent
Agreement; and
S, all conditions, things and acts required to exist, to have happened and to have
been performed precedent to and in the issuance of the Bonds as contemplated by the Prior
Resolution and this Resolution and the documents referred to herein exist, have happened and have
been performed in due time, form and manner as required by the laws of the State of California,
including the Act; and
WHEREAS, the City of Temecula and the Redevelopment Agency of the City of
Temecula have heretofore entered into a Joint Exercise of Powers Agreement establishing the Old
Town/Westside Improvement Authority (the "JPA"); and
Resos.Fa\Resos.%\O&.FA
S, the JPA proposes at this time to issue its revenue bonds (the 'JPA Bonds')
for the purpose of providing funds to purchase the Bonds; and
WHEREAS, the JPA proposes to sell the JPA Bonds to Stone & Youngberg, LLC (the
'Underwriter') pursuant to the terms of a Bond Purchase Agreement (the 'Bond Purchase
Agreement') by and among the JPA, the Authority and the Underwriter, and the Underwriter
proposes to offer the JPA Bonds to the investing public by means of a preliminary official
statement (the 'Preliminary Official Statement'); and
WHEREAS, there has been submitted to this Board of Directors at this meeting a form
of bond purchase contract for the purchase by the JPA from the Authority of the Bonds (the 'LoW
Agency Bond Purchase Contract'), and this Board of Directors has duly considered the
transactions on the part of the Authority and the District contained in such document and wishes
at @ time to approve said tranwdon in the public interests of the Authority and the District; and
, it appears that each of said documents and instruments which are now before
this meeting is in appropriate form and is an appropriate document or instrument to be executed
and delivered for the purpose intended; and
WHEREAS, on June 11, 1996, the City of Temecula (the 'City') and the Authority
executed an Amendment No. 1 to Joint Community Facilities Agreement (the 'Amendment'),
arnending the Joint Community Facilities Agreement, dated April 23, 1996, between the City and
the Authority, to provide for a guarantee of completion of certain improvements; and
WHEREAS, it is now expected that a guarantee of the character referred to in the
Amendment will be provided directly to the Redevelopment Agency of the City of Temecula, so
that the Authority now desires to cancel the Amendment in order to avoid any inconsistency with
the intent of the party providing the guarantee; and
, in addition to the Joint Community Facilities Agreement with the City, the
Authority also entered into similar agreements with the Eastern Municipal Water District, the
Rancho Cahforina Water Distnct and the Riverside County Flood Control and Water Conservation
District which agreements have expired by their terms or may expire prior to the issuance of the
Bonds, because the Bonds have not yet been issued, and the Authority now desires to extend the
term of those agreements as necessary in connection with the construction and acceptance by such
entities of the improvements identified therein.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Old
Town/Westside Community Facilities District Financing Authority as follows:
Section 1. of Fiscal ALent A"wment. The Board of Directors hereby approves
the Fiscal Agent Agreement in the form on file with the Secretary. The Executive Director (or,
in his absence, the Treasurer) is hereby authorized and directed to execute the Fiscal Agent
Resos.Fa\Resos.96\09.FA 2
Agreement, for an in the name and on behalf of the Authority and the District, in such form,
together with any addition thereto or changes therein deemed necessary or advisable by such
officer upon consultation with Bond Counsel and the General Counsel to the Authority. The
proceeds of the Bonds shall be applied by the Authority for the purposes and in the amounts as
set forth in the Fiscal Agent Agreement. The Board of Directors hereby authorizes the delivery
and performance by the Authority of the Fiscal Agreement.
Section 2. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the
Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate
the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing
thereon, and to deliver the Bonds, when duly executed and authenticated, to the JPA or its order
in accordance with written instructions executed on behalf of the Authority by the Executive
Director (or, in his absence, the Treasurer), which instructions such officer is hereby authorized
and directed, for and in the name and on behalf of the Authority, to execute and deliver to the
Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the JPA or its order
m accordance with the @ Agency Bond Purchase Contract, upon payment of the purchase price
therefore.
Section 3. Salc of Bonds. The Board of Directors hereby approves the sale of the Bonds
to the JPA. The Local Agency Bond Purchase Contract, in the form on file with the Secretary,
be and the same is hereby approved, and the Executive Director (or, in his absence, the Treasurer)
is hereby authorized and directed to execute the Local Agency Bond Purchase Contract in said
form, with such changes, insertions and omissions as may be approved by such official; provided
that the principal amounts of the Bonds does not exceed the amount set forth in the Prior
Resolution, and the net interest cost of the Bonds is not in excess of 1 1 %.
The Board of Dnwtors hereby finds and determines that the sale of the Bonds at negotiated
sale as contemplated by the Local Agency Bond Purchase Contract will result in a lower overall
cost.
Section 4. Sale of JPA Bonds. The Board of Directors hereby approves the sale of the
JPA Bonds by the JPA by negotiation with the Underwriter. The Bond Purchase Agreement, in
the form on file with the Secretary, be and the same is hereby approved, and the Executive
Director (or, in his absence, the Treasurer) is hereby authorized and directed to execute the Bond
Purchase Agreement in said form, together with such changes, insertions and omissions as may
be approved by such official; provided,that the principal amount of the JPA Bonds does not exceed
$32,000,000, the Underwriter's discount on the JPA Bonds does not exceed 3.5 %, and the net
interest cost of the JPA Bonds is not in excess of 9 %.
Section S. Official Statement. The Board of Directors hereby approves the portions of
the preliminary official statement for the JPA Bonds (the 'Preliminary Official Statement')
describing the Fiscal Agent Agreement, the District, the Bonds, the Authority and any actions or
activities of the Authority or the District, in the form on file with the Secretary, together with any
Resos.Fa\Rosos.96\08.FA 3
changes therein or additions thereto deemed advisable by the Executive Director. The Board of
Directors authorizes and directs the Executive Director (or, in his absence, the Treasurer), on
behalf of the Authority and the District, to deem "fmal" pursuant to Rule 15c2-12 under the
Securities Exchange Act of 1934 (the 'Rule') the Preliminary Official Statement prior to its
distribution by the Underwriter.
The Underwriter, on behalf of the Authority and the District, is authorized and directed
to cause the Preliminary Official Statement to be distributed to such municipal bond broker-
dealers, to such banldng institutions and to such other persons as may be interested in purchasing
the JPA bonds therein offered for sale.
The Executive Director (or, in his absence, the Treasurer) is authorized and directed to
assist the JPA in causing the Preliminary Official Statement to be brought into the form of final
officw statement (the 'Find OfficW Statement), and, if requested by the Underwriter, to execute
said Final Official Statement and a statement that the facts contained in the Final Official
Statement, and any supplement or amendment thereto (which shall be deemed an original part
thereof for the purpose of such statement) which relate to the Fiscal Agent Agreement, the
District, the Bonds, the Authority and any actions or activities of the Authority or the District
were, at the time of sale of the JPA Bonds, true and correct in all material respects and that the
Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of
delivery of the JPA Bonds contain any untrue statement of material fact with respect to the
Authority or the District or omit to state material facts with respect to the Authority or the District
required to be stated where necessary to make any statement made therein not misleading in the
light of the circumstances under which it was made. The execution and delivery by the Authority
of the Final Official Statement, which shall include such changes and additions thereto deemed
advisable by the Executive Director and such information permitted to be excluded from the
Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval
of the Final Official Statement by the Authority.
The Final Official Statement, when prepared, is approved for distribution in connection
with the offering and sale of the JPA Bonds.
Section 6. Cancellation of Amendment. The Amendment is hereby canceled, subject to
the adoption by the City of a resolution also canceling the Amendment.
Section 7. Extension of Joint Community Facilities ALreements. The officers of the
Authority are hereby authorized and directed to negotiate and execute extensions to the Joint
Community Facilities Agreements to which the Authority is a party, as necessary or desirable in
connection with the sale of the Bonds and the construction and acceptance by the other public
agencies of improvements with the proceeds thereof, such extensions to be executed by the
Executive Director and in a form acceptable to Bond Counsel and General Counsel to the
Authority.
Resos.Fa\Resos.96\08.PA 4
Section 8. Official Actims. AR actions heretofore taken by the officers and agents of the
Autho-rity with respect to the establishment of the District and the sale and issuance of the Bonds
and the JPA Bonds are hereby approved, confirmed and ratified, and the proper officers of the
Authonty are hereby authorized and directed to do any and all thmgs and take any and all actions
and execute any and all certificates, agreements and other documents, which they, or any of them,
may deem necessary or advisable in order to consummate the lawful issuance and delivery of the
Bonds and the JPA Bonds, and the cancellation of the Agreement, in accordance with this
Resolution, the Prior Resolution, and any certificate, agreement, and other document described
in the documents herein approved.
Section 9. Effective Date. This resolution shall take effect from and after its adoption.
PASSED, APPROVED AND ADOPRM, by the Board of Directors of the of the Old
Town/Westside Community Facilities District Financing Authority at a regular meeting held on
the 26th day of December, 1996.
Patricia H. Birdsall, Chairperson
ATTEST:
June S. Greek, CMC
City Clerk/Authority Secretary
[SEAL]
Resos.F&\Resoo.96\08.FA 5
STAT'E OF CALIFORNIA )
COUNTY OF RIVERSIDE SS
CrrY OF TEMECULA
I, June S. Greek, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the
foregoing Resolution No. FA 96- was duly adopted at a regular meeting of the Board of
Directors of the Old Town/Westside Community Facilities District Financing Authority on the
26th day of December, 1996, by the following roll call vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT:BOARD MEMBERS:
ABSTAINED: BOARD MEMBERS:
June S. Greek, CMC
City Clerk/Agency Secretary
Resos.F&\Rews.96\08.FA 6
RESOLUTION NO. FA 96--
A RESOLUTION OF THE OLD TOWN/WESTS]IDE COMMUNITY
FACILITIES DISTRICT FINANCING AUTHORITY APPROVING A
CONSTRUCTION MANAGEMENT AND SUPERVISION AGREEMENT
WITH FLUOR DANEEL, INC. AND A GUARANTEE WITH FLUOR
CORPORATION
THE BOARD DIRECTORS OF THE OLD TOWN/WESTSIDE
COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY DOES HEREBY
RESOLVE AS FOLLOWS:
Section 1. The Board Directors of the Old Town/Westside Community
Facilities District Financing Authority ("Authority") does hereby find, determine and declare
as follows:
a. The Authority has authorized the issuance of the Old Town/Westside
Community Facilities District Financing Authority Community Facilities District No. 1
(Old Town Area Public Improvements) 1996 Special Tax Bonds" to fund the
construction of certain public improvements in the Old Town Area ("Public
Improvements").
b. Anticipating the need for a construction manager to supervise and
manage the construction of the Old Town Area Public Improvements, and prior to the
formation of the Authority, the City of Temecula and the Redevelopment Agency of
the City of Temecula circulated requests for proposals for construction management
services for this project to four of the largest construction management firms in
Southern California, in accordance with the authority of Government Code Sections
4526 and 4528.
C. Proposals were received from Centex Golden Construction Company,
Fluor Daniel, Inc., Kajima International, Inc., and Snyder Langston.
d. The proposals were evaluated on the basis of demonstrated competence
and on the professional qualifications necessary for the satisfactory performance of the
construction management services required for the Public Improvements in accordance
with the authority of Government Code Section 4526.
e. On April 25, 1996, the Board authorized the City Manager/Executive
Director to initiate negotiations with Fluor Daniel, Inc. for construction management
services for the Old Town Area Public Improvements as specifically authorized by
Government Code Section 4528, determining that Fluor Daniel, Inc., was the best
R: resos\res os. 96\consungm. oti 1
qualified firm to perform construction management services for the Public
Improvements.
f. In accordance with the provisions of Government Code Section 4528,
the City Manager/Executive Director has negotiated the terms of the Construction
Management and Supervision Agreement ("CMSA") on behalf of the Authority.
9. In accordance with the provisions of Government Code Sections 4526
and 4528, the Board finds that Fluor Daniel, Inc., is the best qualified firm to perform
construction management services for the Old Town Area Public Improvements.
h. All contracts for construction of the Public Improvements will contain a
clause requiring the contractor to pay prevailing wages in accordance with Labor Code
Sections 1700, et seq.
i. The CMSA requires public bidding of all components of the project for
which competitive bids are required by California law, in accordance with the specific
bidding procedures set forth in Exhibit A to the CMSA. The bidding procedures set
forth in Exhibit A are in general compliance with the applicable provisions of the
Public Contracts Code for cities. The Board finds that to the extent competitive
bidding in accordance with the Public Contracts Code is required for the Public
Improvements, strict compliance with the applicable provisions of the Public Contracts
Code would be unavailing and would not produce an advantage, and the advertisement
for competitive bids would thus be undesirable, impractical, and impossible. The land
use approvals for the Old Town Entertainment Project require completion of the Public
Improvements prior to the issuance of a certificate of occupance for the Project. The
Public Improvements will in many areas be constructed adjacent to the Project and will
affect access to the Project during construction, thus requiring a close coordination
between the contractors working on the Project and the Public Improvements. The
procedures set forth in Exhibit A of the CMSA do in fact provide for public bidding as
the construction manager is required to obtain six to eight competitive bids for each
matter to be bid and the bid shall be awarded on the basis of the highest quality and
lowest price for the Authority.
Section 2.The Board of Directors of the Old Town/Westside Community Facilities
District Financing Authority hereby approves those certain agreements relating to the
management of the construction of the Public Improvement entitled (1) "Construction
Management and Supervision Agreement Between the Old Town/Westside Community
Facilities District Financing Authority and Fluor Daniel, Inc., a California corporation, " (2)
the "Supplemental Ixtter Agreement" between the Old Town/Westside Community Facilities
District Financing Authority and Fluor Daniel, Inc., a California corporation, and (3) the
"Guarantee" between the Old Town/Westside Community Facilities District Financing
Authority and Fluor Corporation, a Delaware corporation, all in substantially the forms
attached hereto as Exhibits A, B, and C, and directs and authorizes the Chairperson to execute
R:resoskresos.96\@nsungm.oti 2
said agreements on behalf of the Authority, subject to such changes in form as may be
approved by the Executive Director and the General Counsel.
Section 3. The Secretary shall certify the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED by the Board of Directors of the Old
Town/Westside Community Facilities District Financing Authority on
1996.
Patricia H. Birdsall
Chairperson
ATTEST:
June S. Greek, CMC
Authority Secretary
[SEAL]
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE Ss
CITY OF TEMECULA
I, June S. Greek, Secretary of the Old Town/Westside Community Facilities District
Financing Authority, do hereby certify that the Resolution No. 96- was duly and
regularly adopted by the Board of Directors of the Old Town/Westside Community Facilities
District FinancingAuthority at a regular meeting thereof, held on
, 1996, by the following vote, to wit:
AYES:BOARDMEMBERS:
NOES:BOARDMEMBERS:
ABSENT-BOARDMEMBERS:
ABSTAIN:BOARDMEMBERS:
June S. Greek, CMC
Authority Secretary
R:resos\resos.96\constmgm.oti 3
RESOLUTION NO. I ATTACHMENTS
30043-01 JHHW:PJT:cra 08/28/95 J1877
04/03/96
05/19/96
10/21/96
11/04/96
FISCAL AGENT AGREEMENT
by and between
OLD TOWN/WESTSIDE COMMUNITY FACILITIES DISTRICT
FINANCING AUTHORITY
and
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION
as Fiscal Agent
Dated as of December 1, 1996
Relating to:
Old TowuMestside Community Facilities District Financing Authority
Community Facflities District No. 1
(Old Town Area Public Improvements)
1996 Special Tax Bonds
TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement 2
Section 1.02. Agreement for Benefit of Bondowners 2
Section 1.03. Definitions 2
ARTICLE 11
THEBONDS
Section 2.01. Principal Amount 10
Section 2.02. Terms of Bonds 10
Section 2.03. Redemption 11
Section 2.04. Form of Bonds 13
Section 2.05. Execution of Bonds 13
Section 2.06. Transfer of Bonds 13
Section 2.07. Exchange of Bonds 13
Section 2.08. Bond Register 14
Section 2.09. Temporary Bonds 14
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 14
Section 2.11. Lin-dted Obligation 14
Section 2.12. No Acceleration 15
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds 16
Section 3.02. Application of Proceeds of Sale of Bonds 16
Section 3.03. Improvement Fund 16
Section 3.04. Special Tax Fund 17
Section 3.05. Administrative Expense Fund 18
Section 3.06. Costs of Issuance Fund 18
Section 3.07. Validity of Bonds 19
ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues 20
Section 4.02. Bond Fund 20
Section 4.03. Reserve Fund 22
ARTICLE V
OTHER COVENANTS OF THE AUTHORITY
Section 5.01. Punctual Payment 24
Section 5.02. Limited Obligation 24
Section 5.03. Extension of Time for Payment 24
Section 5.04. Against Encumbrances 24
Section 5.05. Books and Records 24
Section 5.06. Protection of Security and Rights of Owners 24
Section 5.07. Compliance with Law, Completion of Project 24
Section 5.08. Private Activity Bond Lin-dtation 24
Section 5.09. Federal Guarantee Prohibition 25
Section 5.10. Collection of Special Tax Revenues 25
@fion 5.11. Further Assurances 26
Section 5.12. No Arbitrage 26
Section 5.13. Maintenance of Tax-Exemption 26
Section 5.14. Covenant to Foreclose 26
Section 5.15. No Additional Bonds 27
Section 5.16. Public Access to Project 27
Section 5.17. Continuing Disclosure 27
Section 5.18. Special Taxes 27
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;
LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds 29
Section 6.02. Rebate of Excess Investment Earnings to the United States 30
Section 6.03. Limited Obligation 30
Section 6.04. Liability of Authority 30
Section 6.05. Employment of Agents by Authority 31
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent 32
Section 7.02. Liability of Fiscal Agent 32
Section 7.03. Information 33
Section 7.04. Notice to Fiscal Agent 33
Section 7.05. Compensation, Indemnification 34
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted 35
Section 8.02. Owners' Meetings 35
Section 8.03. Procedure for Amendment with Written Consent of Owners 35
Section 8.04. Disqualified Bonds 36
Section 8.05. Effect of Supplemental Agreement 36
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments 36
Section 8.07. Amendatory Endorsement of Bonds 37
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Lin-dted to Parties 38
Section 9.02. Successor is Deemed Included in All References to Predecessor 38
Section 9.03. Discharge of Agreement 38
Section 9.04. Execution of Documents and Proof of Ownership by Owners 39
Section 9.05. Waiver of Personal Liability 39
Section 9.06. Notices to and Demands on Authority and Fiscal Agent 39
Section 9.07. Partial Invalidity 40
Section 9.08. Unclaimed Moneys 40
Section 9.09. Applicable Law 40
Section 9.10. Conflict with Act 40
Section 9.11. Conclusive Evidence of Regularity 40
Section 9.12. Payment on Business Day 40
Section 9.13. Counterparts 40
EXHIBIT A - FORM OF BOND
FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as of
December 1, 1996, by and between the Old Town/Westside Community Facilities District
Financing Authority, a joint exercise of powers entity duly organized and existing under the
laws of the State of California (the "Authority") for and on behalf of the Old Town/Westside
Community Facilities District Financing Authority Community Facilities District No. 1 (Old
Town Area Public Improvements) (the "District"), and First Trust of California, National
Association, a national banking association, duly organized and existing under the laws of the
United States of America with a corporate trust office located in Los Angeles, California, as
fiscal agent (the "Fiscal Agent").
WITNESSETH:
WHEREAS, the Board of Directors of the Authority has formed the District under the
provisions of the MeRo-Roos Community Facilities Act of 1982, as amended (Section 53311 et
seq. of the California Government Code) (the "Act") and Resolution No. 96-02 of the Board of
Directors of the Authority adopted on April 23, 1996;
WHEREAS, the Board of Directors of the Authority, as the legislative body with respect
to the District, is authorized under the Act to levy special taxes to pay for the costs of facilities
to be financed by the District and to authorize the issuance of bonds secured by said special
taxes under the Act;
WHEREAS, under the provisions of the Act, on June 11, 1996, the Board of Directors of
the Authority adopted its Resolution No. (the "Resolution"), which resolution, among other
matters, authorized the issuance of the Old Town/Westside Community Facilities District
Financing Authority Community Facilities District No. 1 (Old Town Area Public Improvements)
1996 Special Tax Bonds (the "Bonds") in the aggregate principal amount of not to exceed
$27,500,000 upon the security of the unpaid special taxes and provided that said issuance
would be in accordance with the Act and this Agreement, and authorized the execution hereof;
WHEREAS, it is in the public interest and for the benefit of the Authority, the District,
the persons responsible for the payment of special taxes and the owners of the Bonds that t e
Authority enter into this Agreement to provide for the issuance of the Bonds, the disbursement
of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and the
administration and payment of the Bonds; and
WHEREAS, the Authority has determined that all things necessary to cause the Bonds,
when authenticated by the Authority for the District and issued as in the Act, the Resolution
and this Agreement provided, to be legal, valid and binding and special obligations of the
Authority for the District in accordance with their ten-ns, and all things necessary to cause the
creation, authorization, execution and delivery of this Agreement and the creation,
authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all
respects been duly authorized.
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
STAT'UTORY ALTMORITY AND DEFINMONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to
the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the Authority shan be for the
equal benefit, protection and security of the Owners. All of the Bonds, without regard to the
time or tijrnes of their issuance or maturity, shall be of equal rank without preference, priority or
distinction of any of the Bonds over any other thereof, except as expressly provided in or
permitted by this Agreement. The Fiscal Agent may become the owner of any of the Bonds in
its own or any other capacity with the same rights it would have ff it were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and
of any certificate, opinion or other document herein mentioned, have the meanings herein
specified. All references herein to "Articles", "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein",
"hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular Article, Section or subdivision hereof.
"Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
"Administrative E2Menses" means any or all of the following: the fees and expenses of
the Fiscal Agent or the Trustee (including any fees or expenses of their respective counsel), the
expenses of the Authority in carrying out its duties hereunder (including, but not limited to, the
levying and collection of the Special Taxes) including the fees and expenses of its counsel, an
allocable share of the salaries of City or Authority staff directly related thereto and a
proportionate amount of City and Authority general administrative overhead related thereto,
and all other costs and expenses of the Authority, the City, the JPA or the Fiscal Agent incurred
in connection with the discharge of their respective duties hereunder, or under the Indenture
and, in the case of the Authority or the City, in any way related to the administration of the
District.
"Administrative Exl2ense Fund" means the fund by that name established by Section
3.05(A) hereof.
"Agieement" means this Fiscal Agent Agreement, as it may be amended or supplemented
from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year.
"Auditor" means the auditor/tax collector of the County of Riverside.
"Authoritx" means the Old Town/Westside Community Facilities District Financing
Authority, and any successor thereto.
2
"Authorized Officer" means the Authority's Executive Director, the Authority's
Treasurer, the Authority's Secretary, the Director of Public Works of the City or any other
officer or employee authorized by the Board of Directors of the Authority or by an Authorized
Officer to undertake the action referenced in this Agreement as required to be undertaken by an
Authorized Officer.
"Bond Counsel" means any attorney or firm of attorneys acceptable to the Authority
and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt
status of securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.02(A) hereof.
"Bond Register" means the books for the registration and transfer of Bonds maintained
by the Fiscal Agent under Section 2.08 hereof.
"Bond Year" means the one-year period beginning on September lst in each year and
ending on the day prior to September lst in the following year except that the first Bond Year
shall begin on the Closing Date and end on August 31, 1997.
"Bonds" means the Old Town/Westside Community Facilities District Financing
Authority Community Facilities District No. 1 (Old Town Area Public Improvements) 1996
Special Tax Bonds at any time Outstanding under this Agreement or any Supplemental
Agreement.
"Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in the state in which the Fiscal Agent has its corporate trust office
are authorized or obligated by law or executive order to be closed.
"Capitalized Interest Account" means the account by that name established by Section
4.02(A) hereof.
"C " means the City of Temecula, California.
c t4
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable proposed,
temporary and final regulations promulgated, and applicable official public guidance published,
under the Code.
"Continuing Disclosure Agieement" means that certain Continuing Disclosure Agreement
by and between the Authority and the Fiscal Agent, as Fiscal Agent and Dissemination Agent,
dated the date of issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
"Cost of Issuance" means items of expense payable or reimbursable directly or indirectly
by the Authority or the JPA and related to the authorization, sale and issuance of the Bonds
and the JPA Bonds, which items of expense shall include, but not be limited to, printing costs,
costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees
and charges of the Fiscal Agent including its first annual administration fee, fees and expenses
of Fiscal Agent's counsel, expenses incurred by the Authority, the JPA or the City in connection
with the issuance of the Bonds and the JPA Bonds and the establishment of the District, special
3
tax consultant fees and expenses, preliminary engineering fees and expenses, Bond
(underwriter's) discount, legal fees and charges, including bond counsel, financial consultants'
fees, charges for execution, transportation and safekeeping of the Bonds and the JPA Bonds
and other costs, charges and fees in connection with the foregoing.
"Cost of Issuance Fund" means the fund by that name established by Section 3.06(A)
hereof.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
such period which relate to principal which has been retired before the beginning of such period.
"District" means the Old Town/Westside Community Facilities District Financing
Authority Community Facilities District No. 1 (Old Town Area Public Improvements), formed
pursuant to the Act and the Resolution of Formation.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) if the investment is traded
on an established securities market (within the meaning of section 1273 of the Code) and,
otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired
in accordance with applicable regulations under the Code, (ii) the investment is an agreement
with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply
contract or other investment agreement) that is acquired in accordance with applicable
regulations under the Code, (iii) the investment is a United States Treasury Security--State and
Local Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment
Fund of the State of California but only ff at all times during which the investment is held its
yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable
direct obligation of the United States. The Fiscal Agent shall have no duty in connection with
the determination of Fair Market Value other than to follow the investment directions of the
Authority in an Officer's Certificate.
"Federal Securities" means any of the following which are non-carable and which at the
time of investment are legal investments under the laws of the State of California for funds held
by the Fiscal Agent, as shall be certified by the Authority to the Fiscal Agent:
(i) direct general obligations of the United States of America (including
obligations issued or held in book entry form on the books of the United States
Department of the Treasury) and obligations, the payment of principal of and interest
on which are directly or indirectly guaranteed by the United States of America,
including, without limitation, such of the foregoing which are commonly referred to as
"stripped" obligations and coupons; or
(ii) any of the following obligations of the following agencies of the United States
of America: (a) direct obligations of the Export-Import Bank, (b) certificates of
beneficial ownership issued by the Farmers Home Administration, (c) participation
certificates issued by the General Services Administration, (d) mortgage-backed bonds
or pass-through obligations issued and guaranteed by the Government National
Mortgage Association, (e) project notes issued by the United States Department of
Housing and Urban Development, and (f) public housing notes and bonds guaranteed
by the United States of America.
4
"Fiscal Agent" means the Fiscal Agent appointed by the Authority and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and
assigns, and any other corporation or association which may at any time be substituted in its
place, as provided in Section 7.01.
"Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
"Improvement Fund" means the fund by that name created by and held by the Fiscal
Agent pursuant to Section 3.03(A) hereof.
"Indenture" means the Indenture of Trust, dated as of December 1, 1996, between the
JPA and First Trust of California, National Association, as trustee, pursuant to which the JPA
Bonds were issued.
"Indel2endent Financial Consultant" means any consultant or firm of such consultants
appointed by the Authority or the Treasurer, and who, or each of whom: (i) is judged by the
Treasurer to have experience in matters relating to the issuance and/or administration of bonds
under the Act; (ii) is in fact independent and not under the domination of the Authority; (iii)
does not have any substantial interest, direct or indirect, with or in the Authority, or any owner
of real property in the District, or any real property in the District; and (iv) is not connected
with the Authority as an officer or employee of the Authority, but who may be regularly
retained to make reports to the Authority.
"Information Services" means Financial Information, Inc.'s "Daily Called Bond Service",
30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny
Information Services' "Called Bond Service", 65 Broadway, 16th Floor, New York, New York
10006; Moody's Investors Service "Municipal and Government", 99 Church Street, New York,
New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called
Bond Record", 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with
then current guidelines of the Securities and Exchange Commission, such other addresses
and/or such services providing information with respect to called bonds as the Authority may
designate in an Officer's Certificate delivered to the Fiscal Agent.
"Interest Payment Dates" means March 1 and September 1 of each year, commencing
March 1, 1997.
"IPA!'means the Old Town/Westside Improvement Authority.
"IPA Bonds" means the Old Town/Westside Improvement Authority 1996 Local Agency
Revenue Bonds (Old Town Area).
"Officer's Certificate" means a written certificate of the Authority signed by an
Authorized Officer of the Authority.
"Ordinance" means any ordinance of the Authority levying the Special Taxes.
"Original Purchaser" means the JPA, as the first purchaser of the Bonds from the
Authority.
"Outstanding", when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except: (i) Bonds theretofore canceled by
the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed
5
to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued and delivered by the
Authority pursuant to this Agreement or any Supplemental Agreement.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Participating Underwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
"Permitted Investments" means the following, but only to the extent that the same are
acquired at Fair Market Value and are otherwise permitted under the California Government
Code:
(i)Federal Securities;
(ii)obligations of states or of any political subdivisions thereof, provided that
the paymentof principal thereof and interest thereon is fully secured by obligations
described in(i) above;
(iii)any of the following obligations of federal agencies not guaranteed by the
United States of America: (a) debentures issued by the Federal Housing
Administration; (b) participation certificates or senior debt obligations of the Federal
Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land
Banks, Federal Intermediate Credit Banks, or Banks for Cooperatives); (c) bonds or
debentures of the Federal Home Loan Bank Board established under the Federal Home
Loan Bank Act, bonds of any federal home loan bank established under said act and
stocks, bonds, debentures, participations or other obligations of or issued by the Federal
National Mortgage Association, the Student Loan Marketing Association, the
Government National Mortgage Association and the Federal Home Loan Mortgage
Corporation; and bonds, notes or other obligations issued or assumed by the
International Bank for Reconstruction and Development, with a member bank or banks
of the Federal Reserve System;
(iv) interest-bearing demand or time deposits (including certificates of deposit)
in federal or State chartered savings and loan associations or in federal or State banks
(including the Fiscal Agent or its affiliates), provided that: (a) in the case of a savings
and loan association, such demand or time deposits shall be fully insured by the Federal
Deposit Insurance Corporation, or the unsecured obligations of such savings and loan
association shall be rated in a Rating Category (as defined in the Fiscal Agent
Agreement), and (b) in the case of a bank, such demand or time deposits shall be fully
insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of
such bank (or the unsecured obligations of the parent bank holding company of which
such bank is the lead bank) shall be rated in a Rating Category;
(v) written repurchase agreements with any bank, savings institution or trust
company (other than the Fiscal Agent) which is insured by the Federal Deposit Insurance
Corporation, or with any broker-dealer with retail customers which falls under Securities
Investors Protection Corporation protection, provided that such repurchase agreements
are fully secured by Federal Securities or obligations of any agency of instrumentality of
the United States of America and provided further that (a) such collateral is held by the
Fiscal Agent or any agent acting solely for the Fiscal Agent during the term of such
repurchase agreement, (b) such collateral is not subject to liens or claims of third parties,
(c)such collateral has a market value (determined at least once every 14 days) at least
6
equal to the amount invested in the repurchase agreement, (d) the Fiscal Agent has a
perfected first security interest in the collateral, (e) the agreement shall be for a term not
longer than 270 days and (f) the failure to maintain such collateral at the level required
in (c) above will require the Fiscal Agent to liquidate the collateral;
(vi) taxable money market fund portfolios restricted to obligations with average
maturities of one year or less issued or guaranteed as to payment of principal and
interest by the full faith and credit of the United States of America and repurchase
agreements collateralized by such obligations (such funds may include funds for which
the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other
management services);
(vii) commercial paper having original maturities of not more than 365 days and
rated in a Rating Category;
(viii) bankers acceptances rated in a Rating Category, endorsed and guaranteed
by banks described in clause (v) of this definition;
(ix) obligations the interest on which is excluded from gross income for purposes
of federal income taxation under Section 103 of the Code and which are rated in a
Rating Category;
(x) the Local Agency Investment Fund of the State of California ("LAIF"),
created pursuant to section 16429.1 of the California Government Code, to the extent
the Fiscal Agent is authorized to register such investment in its name, provided that the
Fiscal Agent may restrict investments in the LAIF ff required to keep monies available
for the purposes of this Agreement; and
(xi) guaranteed investment contracts, the provider of which (or a guarantor of its
obligations thereunder) is rated "AA" or "Aa" or better by Standard & Poor's Ratings
Services ("S&P") or Moody's Investors Service ("Moody's") at the time of execution of
such contract. Such contract must be collateralized with securities described in the
above definitions (i) through (iii). AU such collateral to be held by the Fiscal Agent or a
third party custodian, with a market value of at least 102% of the principal invested,
andin a form acceptable to the Fiscal Agent and the Treasurer. Provided, however, that
(1)moneys invested thereunder may be withdrawn without penalty, premium, or charge,
forreasons in the bond documents, upon not more than seven day's notice; (2) the
agreement is not subordinated to any other obligation of such agreement provider; (3)
the same guaranteed interest rate wifl be paid on any future deposits made to restore the
reserve to its required amount, provided such replenishment is delivered to the contract
or agreement provider within six months of the date of withdrawal; (4) the Fiscal Agent
will receive an opinion of counsel that such agreement is an enforceable obligation of
such company; (5) the agreement provides that the agreement provider must promptly
notify the Fiscal Agent if the ratings assigned by Moody's or S&P to its long-term
unsecured debt obligations or claims-paying ability, as applicable, is suspended,
withdrawn or reduced by either Moody's or S&P; and (6) the Fiscal Agent shall
withdraw all amounts held under such contract or agreement following receipt by an
officer of the Fiscal Agent responsible for administration of its duties hereunder of any
written notice of suspension, withdrawal or reduction of either of such ratings to a level
below the two highest rating categories (without regard to plus (+) or minus
designations) by Moody's or S&P.
"Principal Office" means the corporate trust office of the Fiscal Agent at 550 South Hope
Street, 5th Floor, Los Angeles, California 90071, Attention: Corporate Trust Division; provided,
7
however, for the purpose of maintenance of the Registration Books and surrender of Bonds for
payment, transfer or exchange such term means the office at which the Fiscal Agent conducts its
corporate agency business, or such other or additional offices as may be designated by the
Fiscal Agent.
"Proceeds" when used with reference to the Bonds, means the face amount of the Bonds,
plus accrued interest and premium, if any, less original issue discount and less proceeds from
the sale of the Bonds deposited in the Reserve Fund.
"Pro ' ject" means the facilities more particularly described in Exhibit A to the Resolution
of Intention.
"Rate and Method of A1212ortionment" means the Rate and Method of Apportionment
of the Special Taxes for the Di4fict as set forth in Exhibit A to the Resolution of Formation, as
it may be amended from time to time.
"Rating Categ@" means one of the two highest rating categories then in effect under the
rating systems of Moody's Investors Service or Standard and Poor's Ratings Services, without
regard to plus or minus sign or numerical or other Qualifying designation.
"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date.
"Registration Books" means the records maintained by the Fiscal Agent pursuant to
Section 2.08 for the registration and transfer of ownership of the Bonds.
"Re@ations" means temporary and permanent regulations promulgated under the Code.
"Reserve Fund" means the fund by that name established pursuant to Section 4.03(A)
hereof.
"Reserve Requirement" means, as of any date of calculation, an amount equal to the
lesser of (i) maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%) of
average Annual Debt Service, or (iii) ten percent (10%) of the initial principal amount of the
Bonds issued hereunder. The Reserve Requirement as of the Closing Date is $
"Resolution" means Resolution No. . authorizing the issuance of the Bonds, adopted
by the Board of Directors of the Authority on June 11, 1996.
"Resolution of Formation" means Resolution No. 96-02, adopted by the Board of
Directors of the Authority on April 23, 1996.
"Resolution of Intention" means Resolution No. 95-02, adopted by the Board of
Directors of the Authority on September 12, 1995.
"Securities Del2ositories" means The Depository Trust Company, 711 Stewart Avenue,
Garden City, New York 11530, Fax-(516) 227-4171 or 4190; Midwest Securities Trust
Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois
60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division,
1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax-(215)
496-5058; and, in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses and/or such other securities depositories as the Authority
may designate in an Officer's Certificate delivered to the Fiscal Agent.
8
"Sl2ecial Tax Fund" means the fund by that name established by Section 3.04(A) hereof.
"Sl2ecial Tax Prel2ayments Account" means the account by that name within the Bond
Fund established by Seciion 4.02(A) hereof.
"Sl2ecial Tax Revenues." means the proceeds of the Special Taxes received by the
Authority, including any scheduled payments and any prepayments thereof, interest and
penalties thereon and proceeds of the redemption or sale of property sold as a result of
foreclosure of the lien of the Special Taxes to the amount of said lien, but shall not include
interest and penalties on foreclosure of the lien of Special Taxes in excess of the rate of interest
payable on the Bonds.
"Si2ecial Taxes" means the special taxes levied within the District pursuant to the Act,
the Ordinance and this Agreement.
"Sul2l2lemental Agreement" means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the Authority under the Act and which agreement
is amendatory of or supplemental to this Agreement, but only if and to the extent that such
agreement is specifically authorized hereunder.
"Treasurer" means the Finance Director of the City, acting as Treasurer of the Authority.
"Trustee" means the entity acting in such capacity under the Indenture.
9
ARTICLEII
TIHEBONDS
Section 2.01. Principal Amount; Designation. Bonds in the aggregate principal amount
of Million Thousand Dollars ($ -) are
hereby authorized to be issued by the Authority for the District under and subject to the terms
of the Resolution and this Agreement, the Act and other applicable laws of the State of
California. The Bonds shall be designated the "Old Town/Westside Community Facilities
District Financing Authority Community Facilities District No. 1 (Old Town Area Public
Improvements) 1996 Special Tax Bonds".
Section 2.02. Terms of Bonds. The Bonds shall be issued in fully registered form without
coupons in denominations of $5,000 or any integral multiple thereof. The Bonds shall be dated
the Closing Date, shall be in the original principal amount of $ shall mature on
September 1, 2026, and shall bear interest (calculated on the basis of a 360-day year of twelve
30-day months) at the rate of % per annum.
Interest on the Bonds shall be payable on each Interest Payment Date to the person
whose name appears on the registration books maintained by the Fiscal Agent as the Owner
thereof as of the Record Date immediately preceding each such Interest Payment Date, such
interest to be paid by check of the Fiscal Agent mafled by first class mail, postage prepaid, on
each Interest Payment Date to the Owner at the address of such Owner as it appears on the
registration books maintained by the Fiscal Agent as of the preceding Record Date; provided,
however, that at the written request of the Owner of at least $1,000,000 in aggregate principal
amount of Outstanding Bonds filed with the Fiscal Agent prior to any Record Date, interest on
such Bonds shall be paid to such Owner on each succeeding Interest Payment Date by wire
transfer of immediately available funds to an account in the United States designated in such
written request (any such written request shall remain in effect until rescinded in writing by such
Owner). Principal of and premium (if any) on any Bond shall be paid by check upon
presentation and surrender thereof, at maturity or the prior redemption thereof, at the Principal
Office of the Fiscal Agent. The principal of and interest and premium (if any) on the Bonds
shall be payable in lawful money of the United States of America. Notwithstanding the
foregoing, so long as the Bonds are registered in the name of the Trustee (on behalf of the JPA),
principal of and interest on the Bonds (including the final interest payment upon maturity or
earlier redemption), shall be transferred by the Fiscal Agent to the Trustee, on behalf of the JPA
as Owner of the Bonds, by wire transfer or other appropriate intrabank transfer method as is
deemed appropriate by the Fiscal Agent.
Each Bond shall bear interest from the Interest Payment Date next preceding the date of
authentication thereof, unless (a) it is authenticated after a Record Date and on or before the
following Interest Payment Date, in which event it shall bear interest from such Interest Payment
Date; or (b) it is authenticated on or before February 15, 1997, in which event it shall bear
interest from the Closing Date; provided, however, that if, as of the date of authentication of any
Bond, interest thereon is in default, such Bond shall bear interest from the Interest Payment
Date to which interest has previously been paid or made available for payment thereon.
"CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall
not constitute a part of the contract evidenced by the Bonds, and any error or omission with
respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and
pay for the Bonds. In addition, failure on the part of the Authority or the Fiscal Agent to use
10
such CUSIP numbers in any notice to Owners shall not constitute any violation of the
Authority's contract with such Owners and shall not iinpair the effectiveness of any such notice.
All Bonds paid by the Fiscal Agent pursuant to this Article shall be canceled by the
Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and, upon written request of
the Authority, issue a certificate of destruction thereof to the Authority.
Section 2.03. RedemptiorL
(A) Redemption Dates. (i) The Bonds are subject to redemption prior to their
stated maturities on any Interest Payment Date on or after September 1, 2001, as a
whole or in part, upon payment from any source of funds available for that purpose,
including, but not limited to, prepayments of Special Taxes (and transfers from the
Reserve Fund to the Bond Fund under Section 4.03(F) in connection therewith), at a
redemption price determined in accordance with Section 4.03 of the Indenture, together
with accrued interest thereon to the date fixed for redemption.
(ii) The Bonds are subject to mandatory sinking payment redemption in part on
September 1, _, and on each September 1 thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking
payments as follows:
Redemption Redemption
Date Sinking Date Sinking
(Sel2tember 1) Payment (Sel2tember 1) P@ent
1997 2012
1998 2013
1999 2014
2000 2015
2001 2016
2002 2017
2003 2018
2004 2019
2005 2020
2006 2021
2007 2022
2008 2023
2009 2024
2010 2025
2011 2026 (maturity)
The amounts in the foregoing table shall be reduced in such manner as
determined under Section 4.03 of the Indenture, as a result of any prior partial
redemption of the Bonds pursuant to Section 2.03(A)(i) above or Section 2.03(A)(iii)
below. In such event and upon written request of the Fiscal Agent, the Authority shall
furnish the Fiscal Agent with a revised sinking payment schedule.
(iii) The Bonds are subject to mandatory redemption in part, on any Interest
Payment Date, from amounts transferred from the Improvement Fund to the Bond Fund
pursuant to Section 3.03(D)(i) at a redemption price equal to the principal amount
thereof to be redeemed, together with accrued interest to the date fixed for redemption,
and a premium determined in accordance with Section 4.03 of the Indenture.
11
(B) Notice to Fiscal Agent. The Authority shall give the Fiscal Agent and the Trustee
written notice of any expected redemption of Bonds pursuant to subsection (A)(i) or (iii) above
not less than sixty (60) days prior to the applicable redemption date.
(C) Priority of Redeml2tion. Whenever provision is made in this Agreement for the
redemption of less than all of the Bonds, the Fiscal Agent shall select the Bonds to be redeemed
from among the Bonds, in any manner which the Fiscal Agent in its sole discretion shall deem
appropriate and fair. For purposes of such selection, all Bonds shall be deemed to be
comprised of separate $5,000 portions and such portions shall be treated as separate Bonds
which may be separately redeemed.
(D) Purchase of Bonds in lieu of Redeml2fion. In lieu of redemption under Section
2.03(A) above, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for
purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate
requesting such purchase prior to the selection of Bonds for redemption, at public or private
sale as and when, and at such prices (including brokerage and other charges) as such Officer's
Certificate may provide, but in no event may Bonds be purchased at a price in excess of the
principal amount thereof, plus interest accrued to the date of purchase.
(E) Redeml2tion Procedure by Fiscal AL-ent. The Fiscal Agent shall cause notice of any
redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not
more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories
and to one or more Information Services, and to the respective registered Owners of any Bonds
designated for redemption, at their addresses appearing on the Bond registration books in the
Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such
redemption and failure to mail or to receive any such notice, or any defect therein, shall not
affect the validity of the proceedings for the redemption of such Bonds.
Such notice shall state the redemption date and the redemption price and, ff less than all
of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP
numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP
number and Bond number of each Bond to be redeemed or shall state that an Bonds between
two stated Bond numbers, both inclusive, are to be redeemed or that au of the Bonds of one or
more maturities have been called for redemption, shall state as to any Bond called in part the
principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered
at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and
shall state that further interest on such Bonds will not accrue from and after the redemption
date.
Notwithstanding the preceding two paragraphs, so long as the JPA is the sole Owner of
the Bonds, no notice of redemption need be given pursuant to this Section 2.03(E).
Upon the payment of the redemption price of Bonds being redeemed, each check or
other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP
number identifying, by issue and maturity, of the Bonds being redeemed with the proceeds of
such check or other transfer.
Upon surrender of Bonds redeemed in part only, the Authority shall execute and the
Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the
Authority, a new Bond or Bonds, of the same series and maturity, of authorized denominations
in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
(F) Effect of Redeml2tion. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so
12
called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall
cease to be entitled to any benefit under this Agreement other than the right to receive payment
of the redemption price, and no interest shall accrue thereon on or after the redemption date
specified in such notice.
Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the
forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated
herein, with necessary or appropriate variations, omissions and insertions, as permitted or
required by this Agreement, the Resolution and the Act.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
Authority by the facsimile signatures of its Chairperson and Secretary who are in office on the
date of adoption of this Agreement or at any time thereafter, and the seal of the Authority shall
be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose
signature appears on any Bond ceases to be such officer before delivery of the Bonds to the
Owner, such signature shall nevertheless be as effective as ff the officer had remained in office
until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf
of the Authority by such persons as at the actual date of the execution of such Bond shall be the
proper officers of the Authority although at the nominal date of such Bond any such person
shall not have been such officer of the Authority.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A executed manually and dated by the Fiscal Agent, shall be valid or
obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of
authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered
hereunder have been duly authenticated, registered and delivered hereunder and are entitled to
the benefits of this Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by
the person in whose name it is registered, in person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument
of transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any
expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the
Authority. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or
other governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall
execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like
aggregate principal amount.
No transfers of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a
Bond after such Bond has been selected for redemption.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations
and of the same maturity. The cost for any services rendered or any expenses incurred by the
Fiscal Agent in connection with any such exchange shall be paid by the Authority. The Fiscal
Agent shall collect from the Owner requesting such exchange any tax or other governmental
charge required to be paid with respect to such exchange.
13
No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a
Bond after such Bond has.been selected for redemption.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds which books shall
show the series number, date, amount, rate of interest and last known Owner of each Bond and
shall at all times be open to inspection by the Authority during regular business hours upon
reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said books, the ownership of the Bonds as hereinbefore provided.
The Authority and the Fiscal Agent will treat the Owner of any Bond whose name
appears on the Bond register as the absolute Owner of such Bond for any and all purposes, and
the Authority and the Fiscal Agent shall not be affected by any notice to the contrary. The
Authority and the Fiscal Agent may rely on the address of the Bondowner as it appears in the
Bond register for any and all purposes.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the Authority, and may contain such reference to any of the provisions of this
Agreement as may be appropriate. Every temporary Bond shall be executed by the Authority
upon the same conditions and in substantially the same manner as the definitive Bonds. If the
Authority issues temporary Bonds it will execute and furnish definitive Bonds without delay
and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the
definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the
Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for
such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized
denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits
under this Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the
Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in
exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal
Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall
be canceled by it and destroyed by the Fiscal Agent. If any Bond shall be lost, destroyed or
stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, ff
such evidence be satisfactory to it and indemnity for the Authority and the Fiscal Agent
satisfactory to the Fiscal Agent shall be given, the Authority, at the expense of the Owner, shall
execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and
principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The
Authority may require payment of a sum not exceeding the actual cost of preparing each new
Bond delivered under this Section and of the expenses which may be incurred by the Authority
and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond
delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or
stolen shall constitute an original additional contractual obligation on the part of the Authority
whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by
anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with
all other Bonds issued pursuant to this Agreement.
Section 2.11. Limited Obligation. AR obligations of the Authority under this Agreement
and the Bonds shall be special obligations of the Authority, payable solely from the Special Tax
14
Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the taxing
power of the Authority (except to the limited extent set forth herein) or the State of Calffomia
or any political subdivision thereof is pledged to the payment of the Bonds.
Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the prepayment or
redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge
of this Agreement under Section 9.03 hereof.
15
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this
Agreement, the Authority may issue the Bonds for the District in the aggregate principal amount
set forth in Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized
Officers of the Authority are hereby authorized and directed to deliver any and an documents
and instruments necessary to cause the issuance of the Bonds in accordance with the provisions
of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance
and costs of the Project by the Fiscal Agent from the proceeds of the Bonds and to do and
cause to be done any and all acts and things necessary or convenient for delivery of the Bonds
to the Original Purchaser.
Section 3.02. Application of Proceeds of Sale of Bonds. The proceeds of the purchase
of the Bonds by the Original Purchaser shall be paid to the Fiscal Agent, who shall forthwith set
aside, pay over and deposit such proceeds on the Closing Date as follows (for record keeping
purposes, the Fiscal Agent may establish such accounts as may be necessary to reflect such
(A) Deposit in the Bond Fund $ (being an amount equal to the accrued
interest on the Bonds paid on the Closing Date by the Original Purchaser).
(an amount equal to the initial Reserve
transfer of proceeds):
(B) Deposit in the Reserve Fund $
Requirement).
(C)Deposit in the Costs of Issuance Fund an amount equal to $
(D)Deposit in the Improvement Fund an amount equal to $
(E)Deposit in the Capitalized Interest Account an amount equal to $
(F)Transfer to the Treasurer for deposit by the Treasurer in the Administrative Expense
Fund an amount equal to $
Section 3.03. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the Community Facilities District No. 1 (Old Town Area
Public Improvements) 1996 Special Tax Bonds, Improvement Fund, to the credit of which
deposits shall be made as required by clause (D) of Section 3.02, Section 3.03(C), Section
3.06(B), Section 4.02(C) and Section 4.03(C) or (C). Moneys in the Improvement Fund shall be
held by the Fiscal Agent for the benefit of the Authority, shall be disbursed, except as otherwise
provided in subsection (D) of this Section, for the payment or reimbursement of costs of the
Project or Costs of Issuance.
(B)Procedure for Disbursement. Disbursements from the Improvement Fund shall be
made by theFiscal Agent upon receipt of an Officer's Certificate which shall:
(i) set forth the amount required to be disbursed, the purpose for which the
disbursement is to be made, that the disbursement is a proper expenditure from the
16
Improvement Fund and the person to which the disbursement is to be paid along with
such person's address; and
(ii) certify that no portion of the amount then being requested to be disbursed
was set forth in any Officer's Certificate previously filed requesting disbursement.
(C) Investment. Moneys in the Improvement Fund shall be invested in accordance with
Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement
Fund shall be retained by the Fiscal Agent in the Improvement Fund, to be used for the purposes
of such fund.
(D) Closing of Fund. Upon the filing of an Officer's Certificate stating that all costs of
the Project have been paid or are not required to be paid from the Improvement Fund, or t at
construction of the Project effectively has been abandoned, the Fiscal Agent shall transfer the
amount, if any, remaining in the Improvement Fund to the Bond Fund for application to (i) if the
amount to be so transferred is equal to or in excess of $25,000, the redemption of the Bonds
pursuant to Section 2.03(A)(iii) on the next Interest Payment Date for which notice of
redemption can timely be given under Section 2.03(E) said transfer to be made in an amount
equal to an authorized denomination of the Bonds, or (ii) if the amount to be so transferred is
less than $25,000, and any amount in excess of an authorized denomination of the Bonds that
would otherwise have been transferred under the preceding clause (i), the payment of scheduled
debt service on the Bonds in accordance with Section 4.02. Following such transfer, the
Improvement Fund shall be closed.
Section 3.04. Special Tax Fund.
(A) Establishment of S12ecial Tax Fund. There is hereby established as a separate fund
to be held by the Treasurer, the Community Facilities District No. 1 (Old Town Area Public
Improvements) 1996 Special Tax Bonds, Special Tax Fund, to the credit of which the Authority
shall deposit, immediately upon receipt, all Special Tax Revenues received by the Authority and
any amounts required by Section 3.05 (B) and 4.02 (E) to be deposited therein. Moneys in the
Special Tax Fund shall be held in trust by the Authority for the benefit of the Authority and the
Owners of the Bonds, shall be disbursed as provided below and, pending and disbursement,
shall be subject to a hen in favor of the Owners of the Bonds.
(B)Disbursements.
(i) Proceeds of General Levies. From time to time as needed to pay the
obligations of the District, but no later than five (5) Business Days before each Interest
Payment Date, the Treasurer shall withdraw from the Special Tax Fund and (except as
provided in clause 3.04(B)(ii) below) transfer (a) to the Reserve Fund an amount, taking
into account amounts then on deposit in the Reserve Fund, such that the amount in the
Reserve Fund equals the Reserve Requirement, and (b) to the Bond Fund an amount,
taking into account any amounts then on deposit in the Bond Fund and any expected
transfers from the Capitalized Interest Account, and the Reserve Fund to the Bond Fund
pursuant to Sections 4.02(B)(ii), and 4.03(C)(ii) and (G), such that the amount in the
Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the
next two Interest Payment Dates with respect to Special Tax Revenues received during
the period from September 1 through the last day of February in any Fiscal Year, and on
the next Interest Payment Date with respect to Special Tax Revenues received during the
period from March 1 through August 31 in any year; provided that no such transfer shall
exceed the amount then available to be transferred from the Special Tax Fund. All other
amounts then in the Special Tax Fund shall, immediately following the foregoing
transfers, be deposited by the Treasurer in the Administrative Expense Fund.
17
(ii) Prepayments of Special Taxes. Notwithstanding the foregoing, as soon as
possible after the receipt by the Authority of any Special Tax Revenues constituting
prepayments of Special Taxes, but no later than ten (10) Business Days after such
receipt, the Treasurer shall withdraw such amounts from the Special Tax Fund and
transfer such amounts to the Fiscal Agent for deposit by the Fiscal Agent to the Special
Tax Prepayments Account of the Bond Fund for use in redeeming Bonds on the next
date for which notice of redemption can timely be given under Section 2.03(A)(i)
pursuant to Section 2.03(E).
(C) Investment. Moneys in the Special Tax Fund shall be invested in accordance with
Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be
retained in the Special Tax Fund to be used for the purposes thereof.
Section 3.05. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a
separate fund to be held by the Treasurer, the Community Facflities District No. 1 (Old Town
Area Public Improvements) 1996 Special Tax Bonds, Administrative Expense Fund, to the
credit of which deposits shall be made as required by Sections 3.02(F) and 3.04(B). Moneys in
the Administrative Expense Fund shall be held in trust by the Treasurer for the benefit of the
Authority, and shall be disbursed as provided below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn
by the Treasurer and paid to the Authority or its order upon receipt by the Treasurer of an
Officer's Certificate stating the amount to be withdraw, that such amount is to be used to pay
an Administrative Expense, and the nature of such Administrative Expense.
Annually, on the last day of each Fiscal Year, commencing with the Fiscal Year ending
June 30, 1997, the Treasurer shall withdraw any amounts then remaining in the Administrative
Expense Fund that have not been allocated to pay Administrative Expenses incurred but not
yet paid, and which are not otherwise encumbered and transfer such amounts to the Special
Tax Fund.
(C) Investment. Moneys in the Administrative Expense Fund shall be invested in
accordance with Section 6.01. Interest earnings and profits resulting from said investment shall
be retained by the Treasurer in the Administrative Expense Fund to be used for the purposes of
such fund.
Section 3.06. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate
fund to be held by the Fiscal Agent, the Community Facilities District No. 1 (Old Town Area
Public Improvements) 1996 Special Tax Bonds, Costs of Issuance Fund, to the credit of which a
deposit shall be made as required by clause (C) of Section 3.02. Moneys in the Costs of
Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in
subsection (B) of this Section for the payment or reimbursement of Costs of Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time
to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to
be paid to the designated payees, signed by the Treasurer and delivered to the Fiscal Agent
concurrently with the delivery of the Bonds. The Fiscal Agent shall pay all Costs of Issuance
upon receipt of an invoice from any such payee which requests payment in an amount which is
less than or equal to the amount set forth with respect to such payee in such requisition, or upon
18
receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on the
initial requisition delivered to the Fiscal Agent on the Closing Date. The Fiscal Agent shall
maintain the Cost of Issuance Fund for a period of 180 days from the date of delivery of the
Bonds and then shall transfer any moneys remaining therein, including any investment earnings
thereon, to the Improvement Fund.
(C) Investment. Moneys in the Cost of Issuance Fund shall be invested in accordance
with Section 6.01. Interest earnings and profits resulting from said investment shall be retained
by the Fiscal Agent in the Cost of Issuance Fund to be used for the purposes of such fund.
Section 3.07. Validity of Bonds. The validity of the authorization and issuance of the
Bonds shall not be dependent upon the completion of the acquisition of the Project or upon the
performance by any person of his obligation with respect to the Project.
19
ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues. The Bonds shall be secured by a first
pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of
the Special Tax Revenues and all moneys deposited in the Bond Fund (including the
Capitalized Interest Account and the Special Tax Prepayments Account therein), the Reserve
Fund and, until disbursed as provided herein, in the Special Tax Fund. The Special Tax
Revenues and all moneys deposited into said funds (except as otherwise provided herein) are
hereby dedicated to the payment of the principal of, and interest and any premium on, the
Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or
until moneys or Federal Securities have been set aside irrevocably for that purpose in
accordance with Section 9.03.
Amounts in the Administrative Expense Fund, the Costs of Issuance Fund and the
Improvement Fund are not pledged to the repayment of the Bonds.
The facilities financed with the proceeds of the Bonds are not in any way pledged to
pay the debt service on the Bonds. Any proceeds of condemnation or destruction of any
facilities financed with the proceeds of the Bonds are not pledged to pay the debt service on the
Bonds and are free and clear of any hen or obligation imposed hereunder.
Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to be
held by the Fiscal Agent, the Community Facilities District No. 1 (Old Town Area Public
Improvements) 1996 Special Tax Bonds, Bond Fund to the credit of which deposits shall be
made as required by clause (A) of Section 3.02, Section 3.03 (D), Section 3.04(B)(i), Section 4.03
and any other amounts required to be deposited therein by this Agreement or the Act, and
within said fund a Special Tax Prepayments Account to the credit of which deposits shall be
made as required by Section 3.04(B)(ii). There is also hereby established as a separate account
to be held by the Fiscal Agent, the Capitalized Interest Account, to the credit of which deposits
shall be made as required by clause (E) of Section 3.02. Moneys in the Bond Fund and the
accounts therein shall be held in trust by the Fiscal Agent for the benefit of the Owners of the
Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on,
the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in
favor of the Owners of the Bonds.
(B)Disbursements.
(i) Bond Fund Disbursements. On each Interest Payment Date, and following
any transfers required pursuant to Section 4.02(B)(ii) and 4.02(B)(iii) below and
Sections 3.03(D), 3.04(B)(i) and (ii), and 4.03(C), (E), (F) and (G) in connection with
such Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and
pay to the Owners of the Bonds the principal of, and interest and any premium, then
due and payable on the Bonds, including any amounts due on the Bonds by reason of
the sinking payments set forth in Sections 2.03(A)(ii) or a redemption of the Bonds
required by Sections 2.03(A)(i) or (iii). Notwithstanding the foregoing, amounts in the
Bond Fund as a result of a transfer pursuant to Section 3.03(D)(ii) shall be used to pay
the principal of and interest on the Bonds prior to the use of any other amounts in the
Bond Fund for such purpose.
20
In the event that amounts in the Bond Fund are insufficient for the purpose set
forth in the preceding paragraph, the Fiscal Agent shall withdraw from the Reserve Fund
to the extent of any funds therein amounts to cover the amount of such Bond Fund
insufficiency. Amounts so withdrawn from the Reserve Fund shall be deposited in the
Bond Fund.
If, after the foregoing transfers, there are insufficient funds in the Bond Fund to
make the payments provided for in the first sentence of the first paragraph of this
Section 4.02(B)(i), the Fiscal Agent shall apply the avaflable funds first to the payment
of interest on the Bonds, then to the payment of principal due on the Bonds other than
by reason of sinking payments, and then to payment of principal due on the Bonds by
reason of sinking payments. Any sinking payment not made as scheduled shall be
added to the sinking payment to be made on the next sinking payment date.
(ii) Capitalized Interest Account Disbursements. On or before each Interest
Payment Date, the Fiscal Agent shall withdraw from the Capitalized Interest Account
and transfer to the Bond Fund, the following amounts:
Date Amount
February 28, 1997 $
August 31, 1997 $
February 28, 1998 AU remaining amounts
on deposit in the
Capitalized Interest
Account
(iii) S12ecial Tax Prep!iyments Account. Moneys in the Special Tax Prepayments
Account shall be transferred by the Treasurer to the Bond Fund as provided in Section
3.04(B)(ii) hereof, to be used for the redemption of Bonds on the next date for which
notice of redemption of Bonds can timely be given under Section 2.03(A)(i), and notice
to the Fiscal Agent can timely be given under Section 2.03(B), and shall be used to
redeem Bonds on the redemption date selected in accordance with Section 2.03.
(C) Investment. Moneys in the Bond Fund, the Capitalized Interest Account and the
Special Tax Prepayments Account shall be invested in accordance with Section 6.01. Interest
earnings and profits resulting from investment of amounts in the Bond Fund and the Special
Tax Prepayments Account shall be retained in the Bond Fund and the Special Tax Prepayments
Account, respectively, to be used for the purposes of such fund and account, as applicable.
Interest earnings and profits resulting from investment of amounts in the Capitalized Interest
Account shall be transferred on each Interest Payment Date, or on any other date at the written
request of the Treasurer, to the Improvement Fund.
(D) State Rel2or"n . If at any time the Fiscal Agent fails to pay principal and interest
due on any scheduled payment date for the Bonds, or ff funds are withdrawn from the Reserve
Fund to pay principal and/or interest on the Bonds, the Fiscal Agent shall notify the Authority
and the Treasurer in writing of such failure or withdrawal, and the Treasurer shall notify the
California Debt Advisory Commission of such failure or withdrawal within 10 days of the
failure to make such payment or the date of such withdrawal.
(E) Excess. On each Interest Payment Date, any excess moneys remaining in the Bond
Fund following the payment of debt service on the Bonds on such Interest Payment Date, shall
be transferred to the Special Tax Fund.
21
Section 4.03. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held
by the Fiscal Agent, the Community Facilities District No. 1 (Old Town Area Public
Improvements) 1996 Special Tax Bonds, Reserve Fund to the credit of which a deposit shall be
made as required by clause (B) of Section 3.02, which deposit is equal to the initial Reserve
Requirement, and deposits shall be made as provided in Section 3.04(B). Moneys in the Reserve
Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve
for the payment of principal of, and interest and any premium on, the Bonds and shall be
subject to a hen in favor of the Owners of the Bonds.
(B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts
deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the
purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the
Bond Fund of the amount then required for payment of the principal of, and interest and any
premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of
redeen-ting Bonds from the Bond Fund.
(C) Transfer of Excess of Reserve Requirement. Whenever, on or before any Interest
Payment Date, or on any other date at the request of the Treasurer, the amount in the Reserve
Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide written notice to the
Treasurer of the amount of the excess and shall transfer an amount equal to the excess from the
Reserve Fund to (i) so long as the Improvement Fund has not theretofore been closed pursuant
to Section 3.03(D), to the Improvement Fund, or (ii) if the Improvement Fund has been closed,
to the Bond Fund to be used for the payment of interest on the Bonds on the next Interest
Payment Date in accordance with Section 4.02.
(D) Transfer for Rebate Pug2oses and Foreclosure Costs. Amounts in the Reserve Fund
shall be withdrawn, at the written request of the Treasurer, for purposes of (i) making payment
to the federal government to comply with Section 6.02 and/or (ii) to pay costs of foreclosure of
delinquent Special Taxes as provided in clause (C) of the third paragraph of Section 5.14.
(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the
Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including
interest accrued to the date of payment or redemption and premium, if any, due upon
redemption, the Fiscal Agent shall transfer the amount in the Reserve Fund to the Bond Fund to
be applied, on the next succeeding Interest Payment Date to the payment and redemption, in
accordance with Section 4.02 or 2.03, as applicable, of all of the Outstanding Bonds. In the
event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the
amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund
shall be transferred to the Authority to be used for any lawful purpose of the Authority.
Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund
pursuant to this Section 4.03(E) until after (i) the calculation, pursuant to Section 6.02, of any
amounts due to the federal government following payment of the Bonds and withdrawal of any
such amount under Section 4.03(D) for purposes of making such payment to the federal
government, and (ii) payment of any fees and expenses due to the Fiscal Agent.
(F) Transfer U12on S12ecial Tax Prel2ayment. Whenever Special Taxes are prepaid and
Bonds are to be redeemed with the proceeds of such prepayment pursuant to Section 2.03(A)(i)
and 4.02(B)(iii), a proportionate amount in the Reserve Fund (determined on the basis of the
principal of Bonds to be redeemed and the then outstanding principal of the Bonds) shall be
22
transferred on the Business Day prior to the redemption date by the Fiscal Agent to the Bond
Fund to be applied to the redemption of the Bonds pursuant to Section 2.03(A)(i).
(G) Investment. Moneys in the Reserve Fund shall be invested in accordance with
Section 6.01. On or before each Interest Payment Date, interest earnings and profits resulting
fromsaid investment shall be transferred by the Fiscal Agent to (i) so long as the Improvement
Fundhas not theretofore been closed pursuant to Section 3.03(D), to the Improvement Fund, or
(ii)ff the Improvement Fund has been closed, the Bond Fund, to be used by the Fiscal Agent for
the purposes of such fund, but any such transfer shall be made only to the extent that following
such transfer the amount on deposit in the Reserve Fund equals the then Reserve Requirement.
23
ARTICLEV
OTHER COVENANTS OF THE AUTHORM
Section 5.01. Punctual Payment. The Authority will punctually pay or cause to be paid
the principal of and interest and any premium on, the Bonds when and as due in strict
conformity with the terms of this Agreement and any Supplemental Agreement, and it will
faithfully observe and perform all of the conditions, covenants and requirements of this
Agreement and all Supplemental Agreements and of the Bonds.
Section 5.02. Limited Obligation. The Bonds are limited obligations of the Authority on
behalf of the District and are payable solely from and secured solely by the Special Tax
Revenues and the amounts in the Bond Fund, the Reserve Fund and the Special Tax Fund
created hereunder.
Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the Authority shall not, directly or indirectly, extend or
consent to the extension of the time for the payment of any claim for interest on any of the
Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement
by purchasing or funding said claims for interest or in any other manner. In case any such claim
for interest shall be extended or funded, whether or not with the consent of the Authority, such
claim for interest so extended or funded shall not be entitled, in case of default hereunder, to
the benefits of this Agreement, except subject to the prior payment in full of the principal of an
of the Bonds then Outstanding and of all claims for interest which shall not have been so
extended or funded.
Section 5.04. Against Encumbrances. The Authority will not encumber, pledge or place
any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds
superior to or on a parity with the pledge and hen herein created for the benefit of the Bonds,
except as permitted by this Agreement.
Section 5.05. Books and Records. The Authority will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the Authority, in
which complete and correct entries shall be made of all transactions relating to the expenditure
of amounts disbursed from the Administrative Expense Fund and the Special Tax Fund and to
the Special Tax Revenues. Such books of record and accounts shall at all times during business
hours be subject to the inspection of the Fiscal Agent and the Owners of not less than ten
percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives
duly authorized in writing.
Section 5.06. Protection of Security and Rights of Owners. The Authority will preserve
and protect the security of the Bonds and the rights of the Owners, and will warrant and
defend their rights against all claims and demands of an persons. From and after the delivery
of any of the Bonds by the Authority, the Bonds shall be incontestable by the Authority.
Section 5.07. Compliance with Law, Completion of Project. The Authority will comply
with all applicable provisions of the Act and law in completing the financing of the Project.
Section 5.08. Private Activity Bond Limitation. The Authority shall assure that the
proceeds of the Bonds are not so used as to cause the JPA Bonds to satisfy the private business
tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the
Code.
24
Section 5.09. Federal Guarantee Prohibition. The Authority shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause any of the
JPA Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code.
Section 5.10. Collection of Special Tax Revenues. The Authority shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without @tation, the enforcement of delinquent Special Taxes.
On or about July 1 of each year, the Fiscal Agent shall provide the Treasurer with a
notice stating the amount then on deposit in the Bond Fund. The receipt of such notice by the
Treasurer shall in no way affect the obligations of the Treasurer under the following three
paragraphs. Upon receipt of such notice, the Treasurer shall communicate with the Auditor to
ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account
any parcel splits during the preceding and then current year. In computing the amount of
Special Taxes to be levied, the Treasurer shall take into account funds available in the Bond
Fund, the Special Tax Fund and the Capitalized Interest Account to make the payment of debt
service on the Bonds due on the Interest Payment Dates occurring in the next calendar year,
along with any transfers of investment earnings pursuant to Sections 4.03(C) and 3.03(C) to the
Bond Fund expected to occur on such Interest Payment Date.
The Treasurer shall effect the levy of the Special Taxes from time to time during each
Fiscal Year in accordance with the Ordinance Levying Taxes. Specifically, the Treasurer shall
compute the amount of Special Taxes to be so levied each Fiscal Year before the final date on
which the Auditor will accept the transmission of the Special Tax amounts for the parcels
within the District for inclusion on the next secured or unsecured, as applicable, real property
tax roll. Upon the completion of the computation of the amounts of the levy, the Treasurer
shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the
Auditor requires to include the levy of the Special Taxes on the next real property tax roll. The
Special Taxes so levied shall be payable and be collected in the same manner and at the same
time and in the same installment as the taxes on property levied on the tax roU are payable, and
have the same priority, become delinquent at the same times and in the same proportionate
amounts and bear the same proportionate penalties and interest after delinquency as do the
taxes levied on the tax roll.
In the event that the Treasurer determines to levy all or a portion of the Special Taxes by
means of direct biring of the property owners within the District the Treasurer shall, not less
than forty-five (45) days prior to each Interest Payment Date, send bills to the owners of
interests in the real property located within the District subject to the levy of the Special Taxes
for Special Taxes in an aggregate amount necessary to meet the financial obligations of the
District due on the next Interest Payment Date, said bills to specify that the amounts so levied
shall be due and payable not less than thirty (30) days prior to such Interest Payment Date and
shall be delinquent if not paid when due.
In any event, the Authority shall fix and levy the amount of Special Taxes within the
District required for the timely payment of principal of and interest on any outstanding Bonds
of the Authority becoming due and payable, including any necessary replenishment or
expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay
the Administrative Expenses, and shall take into account any prepayments of Special Taxes
theretofore received by the Authority. The Special Taxes so levied shall not exceed the
maximum amounts as provided in the Rate and Method of Apportionment.
The Treasurer is hereby authorized to employ consultants to assist in computing the levy
of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received.
The fees and expenses of such consultants and the costs and expenses of the Treasurer
25
(including a charge for City staff time) in conducting its duties hereunder shall be an
Administrative Expense hereunder.
Section 5.11. Further Assurances. The Authority will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of this Agreement,
and for the better assuring and confirming unto the Owners of the rights and benefits provided
in this Agreement.
Section 5.12. No Arbitrage. The Authority shall not take, or permit or suffer to be taken
by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which, ff
such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the date of issuance of the JPA Bonds would have caused the JPA Bonds
to be "arbitrage bonds" within the meaning of section 148 of the Code.
Section 5.13. Maintenance of Tax-Exemption. The Authority shall take all actions
necessary to assure the exclusion of interest on the JPA Bonds from the gross income of the
owners of the JPA Bonds to the same extent as such interest is permitted to be excluded from
gross income under the Code as in effect on the date of issuance of the JPA Bonds.
Section 5.14. Covenant to Foreclose. The Authority shall use its best efforts to
determine, on or about July lst of each year, whether or not all Special Taxes levied in the prior
fiscal year have been received by the Authority; and, consequently, whether any delinquencies in
payment of Special Taxes exist.
Pursuant to Section 53356.1 of the Act, the Authority hereby covenants with and for the
benefit of the Owners of the Bonds that it will order, and cause to be commenced within 150
days following the date of notice to the Authority of a delinquency (or knowledge of a
delinquency by reason of the determination pursuant to the preceding paragraph), and
thereafter diligently prosecute, an action in the superior court to foreclose the hen of any Special
Tax or instalhnent thereof not paid when due. The Treasurer shall notify the City Attorney, as
general counsel to the Authority, of any such delinquency of which it is aware, and the City
Attorney shall commence, or cause to be commenced, such proceedings.
Notwithstanding any provision of the Act or other law of the State to the contrary, in
connection with any foreclosure related to delinquent Special Taxes:
(A) The Authority, or the Fiscal Agent, is hereby expressly authorized to credit
bid at any foreclosure sale, without any requirement that funds be placed in the Bond
Fund or otherwise be set aside in the amount so credit bid, in the amount specified in
Section 53356.5 of the Act or such lease amount as determined under clause (B) below
or otherwise under Section 53356.6 of the Act.
(B) The Authority may permit, in its sole and absolute discretion, property with
delinquent Special Tax payments to be sold for less than the amount specified in Section
53356.5 of the Act, if it determines that such sale is in the interests of the Bondowners.
The Owners, by their acceptance of the Bonds, hereby consent to such sale for such
lesser amounts (as such consent is described in Section 53356.6 of the Act), and hereby
release the Authority, its officers and its agents from any liability in connection
therewith.
(C) The Authority is hereby expressly authorized to use amounts in the Reserve
Fund to pay costs of foreclosure of delinquent Special Taxes. Upon receipt of any
payment in respect of any such delinquency, the Authority should direct the Fiscal
26
Agent to use the available moneys first to replenish any deficiency in the Reserve Fund
and then to make a deposit to the Bond Fund.
Section 5.15. No Additional Bonds. The Authority shall not issue any additional bonds
secured by a pledge of the Special Taxes or any amounts in any funds or amounts established
hereunder.
Section 5.16. Public Access to Project. The Authority shall provide or cause to be
provided access to members of the general public to an portions of the Project financed with the
proceeds of the Bonds that constitute physical facilities. Said access shall not grant priority to
any one person over that of another person, and shall be subject to any applicable Authority
ordinance, rule or regulation.
Section 5.17. Continuing Disclosure. (a) The Authority hereby covenants and agrees
that it will comply with and carry out all of the provisions of the Continuing Disclosure
Agreement. Notwithstanding any other provision of this Indenture, failure of the Authority to
comply with the Continuing Disclosure Agreement shall not be considered a default by the
Authority on the Bonds or of any other provision of this Agreement; however, at the request of
any Participating Underwriter or the holders of at least 25% aggregate principal amount of
Outstanding Bonds to, and in either case upon receipt of satisfactory indemnity by, the Fiscal
Agent, the Fiscal Agent shall, or in any event the Participating Underwriter or any Bondholder
may, take such actions as may be necessary and appropriate to compel performance by the
Authority of its obligations under the Continuing Disclosure Agreement, including seeking
mandate or specific performance by court order.
(b) Not later than October 30 of each year, commencing October 30, 1997 and until the
October 30 following the final maturity of the Bonds, the Treasurer shall supply the following
information to the California Debt and Investment Advisory Commission ("CDIAC"): (a) the
principal amount of Bonds outstanding, (b) the balance in the Reserve Fund, (c) the balance in
the Capitalized Interest Account, (d) the number of parcels in the District which are delinquent
with respect to their special tax payments, the amount that each parcel is delinquent, the length
of time that each has been delinquent and when foreclosure was commenced for each delinquent
parcel, (e) the balance in the Improvement Fund, and (f) the assessed value of all parcels in the
District subject to the levy of the Special Taxes as shown on the most recent equalized roll. The
Authority shall in no event be liable to any Bondowner or any other person or entity in
connection with any error in any such information.
(c) Until the final maturity of the Bonds, the Treasurer shall notify CDIAC by mail,
postage prepaid, to the extent required by CDIAC, within 10 days of (i) any failure to pay
principal and interest due on the Bonds on any scheduled payment date, or (ii) any withdrawal
of funds from the Reserve Fund to pay principal or interest on the Bonds.
(d) The provisions of Section 5.17(b) and (c) shall be amended to reflect any applicable
change in Section 53359.5(b) or (c) of the Act, without any action by the Authority or the Fiscal
Agent.
Section 5.18. Special Taxes. (a) The Authority may consent to a reduction in the
maximum Special Taxes that may be levied in the District, without any requirement for notice to
or the consent of the Owners or the Fiscal Agent, so long as such taxes are reduced
proportionately and the maximum Special Taxes shall at all times be able to be levied in an
amount equal to at least 115% of maximum annual Debt Service in each year that the Bonds are
Outstanding.
27
(b) In connection with any refunding of the Bonds, the Authority win in its sole and
absolute discretion, consider the propriety of lowering Special Taxes in future years if such
refunding results in a lower interest rate on the refunding bonds than was in effect on the Bonds
prior to such refunding
28
ARTICLEVI
TMENTS; DISPOSMON OF INVESTMENT PROCEEDS; LIABILITY
OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or
account created or established by this Agreement and held by the Fiscal Agent shall be invested
by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate
filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such
investments. The Officer's Certificate shall contain a certification to the Fiscal Agent that the
investments being directed are Permitted Investments as required hereunder. In the absence of
any such Officer's Certificate, the Fiscal Agent shall invest any such moneys in Permitted
Investments described in clause (vi) of the definition thereof or in Federal Securities which by
their terms mature prior to the date on which such moneys are required to be paid out
hereunder. Moneys in any fund or account created or established by this Agreement and held
by the Treasurer shall be invested by the Treasurer in any lawful investments that the Authority
may make or in any Permitted Investment, which in any event by their terms mature prior to the
date on which such moneys are required to be paid out hereunder. Obligations purchased as an
investment of moneys in any fund shall be deemed to be part of such fund or account, subject,
however, to the requirements of this Agreement for transfer of interest earnings and profits
resulting from investment of amounts in funds and accounts. Whenever in this Agreement any
moneys are required to be transferred by the Authority to the Fiscal Agent, such transfer may be
accomplished by transferring a like amount of Permitted Investments.
The Fiscal Agent or the Treasurer may act as principal or agent in the acquisition or
disposition of any investment. The Fiscal Agent or its affiliates may act as sponsor, agent
manager or depository with regard to any Permitted Investment. Neither the Fiscal Agent nor
the Treasurer shall incur any liability for losses arising from any investments made pursuant to
this Section.
Except as otherwise provided in the next sentence, the Authority shall direct or make
investments hereunder such that all investments of amounts deposited in any fund or account
created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds
(within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as
of the date that valuation is required by this Agreement or the Code) at Fair Market Value. The
Authority shall direct or make investments hereunder such that investments in funds or
accounts (or portions thereof) that are subject to a yield restriction under applicable provisions
of the Code and (unless valuation is undertaken at least annually) investments in the Reserve
Fund shall be valued at their present value (within the meaning of section 148 of the Code).
Investments in any and all funds and accounts may be commingled in a separate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular funds or accounts of
amounts received or held by the Fiscal Agent or the Treasurer hereunder, provided that the
Fiscal Agent or the Treasurer, as applicable, shall at all times account for such investments
strictly in accordance with the funds and accounts to which they are credited and otherwise as
provided in this Agreement.
The Fiscal Agent shall sell at the highest price reasonably obtainable, or present for
redemption, any investment security whenever it shall be necessary to provide moneys to meet
any required payment, transfer, withdrawal or disbursement from the ftmd or account to which
such investment security is credited and neither the Fiscal Agent nor the Treasurer shall be liable
29
or responsible for any loss resulting from the acquisition or disposition of such investment
security in accordance herewith.
The Authority acknowledges that regulations of the Comptroller of the Currency grant
the Authority the right to receive brokerage confirmations of security transactions to be effected
by the Fiscal Agent hereunder as they occur. The Authority specifically waives the right to
receive such notification to the extent permitted by applicable law and agrees that it will
instead receive monthly cash transactions statements which include detail for the investment
transactions effected by the Fiscal Agent hereunder; provided, however, that the Authority
retains its rights to receive brokerage confirmation on any investment transaction requested by
the Authority.
Section 6.02. Rebate of Excess Investment Earnings to the United States. The Authority
shall take any and all actions necessary to assure compliance with section 148(f) of the Code,
relating to the rebate of excess investment earnings, ff any, to the federal government, to the
extent that such section is applicable to the JPA Bonds.
The Authority shall direct the Fiscal Agent to withdraw such amounts from the Reserve
Fund pursuant to Section 4.03(D) as necessary to make any required rebate payments, and pay
such amounts to the federal government as required by the Code and the Regulations. In the
event of any shortfall in amounts available to make such payments under Section 4.03(D), the
Treasurer shall make such payment from any amounts available in the Administrative Expense
Fund or from any other available funds of the Authority. Any fees or expenses incurred by the
Authority under or pursuant to this Section 6.02 shall be Administrative Expenses.
In order to provide for the administration of this Section 6.02, the Treasurer may
provide for the employment of independent attorneys, accountants and consultants
compensated on such reasonable basis as the Treasurer may deem appropriate and in addition,
and without limitation of the provisions of Sections 7.01 and 7.02, the Treasurer may rely
conclusively upon and be fully protected from all liability in relying upon the opinions,
determinations, calculations and advice of such agents, attorneys and consultants employed
hereunder.
Section 6.03. Limited Obligation. The Authority's obligations hereunder are limited
obligations of the Authority on behalf of the District and are payable solely from and secured
solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund
(including the Capitalized Interest Account therein) and the Reserve Fund created hereunder.
Section 6.04. Liability of Authority. The Authority shall not incur any responsibility in
respect of the Bonds or this Agreement other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The Authority shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Authority shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions covenants or agreements of the Fiscal
Agent herein or of any of the documents executed by the Fiscal Agent in connection with the
Bonds, or as to the existence of a default or event of default thereunder.
In the absence of bad faith, the Authority, including the Treasurer, may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Authority and conforming to the requirements of this
Agreement. The Authority, including the Treasurer, shall not be liable for any error of judgment
made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent
facts.
30
No provision of this Agreement shall require the Authority to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Special
Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The Authority may rely and shall be protected in acting or refraining from acting upon
any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper
or document believed by it to be genuine and to have been signed or presented by the proper
party or proper parties. The Authority may consult with counsel, who may be the Authority
Attorney, with regard to legal questions, and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or suffered by it hereunder
in good faith and in accordance therewith.
The Authority shall not be bound to recognize any person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and his title thereto satisfactory
established, if disputed.
Whenever in the administration of its duties under this Agreement the Authority shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the Authority, be deemed
to be conclusively proved and established by a certificate of the Fiscal Agent or other
appropriate agent or consultant, and such certificate shall be full warrant to the Authority for
any action taken or suffered under the provisions of this Agreement or any Supplemental
Agreement upon the faith thereof, but in its discretion the Authority may, in lieu thereof, accept
other evidence of such matter or may require such additional evidence as to it may seem
reasonable.
Section 6.05. Employment of Agents by Authority. In order to perform its duties and
obligations hereunder, the Authority and/or the Treasurer may employ such persons or entities
as it deems necessary or advisable. The Authority shall not be liable for any of the acts or
omissions of such persons or entities employed by it in good faith hereunder, and shall be
entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations and directions of such persons or entities.
31
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. First Trust of California, National
Association, at its corporate trust office in Los Angeles, California is hereby appointed Fiscal
Agent and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties,
and only such duties, as are specifically set forth in this Agreement, and no implied covenants
or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under
the following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
The Authority may remove the Fiscal Agent initially appointed, and any successor
thereto, and may appoint a successor or successors thereto, but any such successor shall be a
bank or trust company having a combined capital (exclusive of borrowed capital) and surplus
of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by
federal or state authority. If such bank or trust company publishes a report of condition at
least annually, pursuant to law or to the requirements of any supervising or examining authority
above referred to, then for the purposes of this Section 7.01, combined capital and surplus of
such bank or trust company shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.
The Fiscal Agent may at any time resign by giving written notice to the Authority and by
giving to the Owners notice by mail of such resignation. Upon receiving notice of such
resignation, the Authority shall promptly appoint a successor Fiscal Agent by an instrument in
writing. Any resignation or removal of the Fiscal Agent shall become effective only upon
acceptance of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within forty-five (45) days after the Fiscal Agent shall have given to
the Authority written notice or after a vacancy in the office of the Fiscal Agent shall have
occurred by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any
court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon,
after such notice, ff any, as such court may deem proper, appoint a successor Fiscal Agent.
Neither the Authority nor the Treasurer shall act as Fiscal Agent hereunder.
Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of
the Authority, and the Fiscal Agent assumes no responsibility for the correctness of the same, or
makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or
shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be
liable in connection with the performance of its duties hereunder, except for its own negligence
or willful default. The Fiscal Agent assumes no responsibility or liability for any information,
statement or recital in any offering memorandum or other disclosure material prepared or
distributed with respect to the issuance of the Bonds.
32
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the
case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Agreement. Except as
provided above in this paragraph, Fiscal Agent shall be protected and shall incur no liability in
acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in
accordance with the terms of this Agreement, upon any resolution, order, notice, request,
requisition, Officer's Certificate, consent or waiver, certificate, statement, affidavit, or other
paper or document which it shall in good faith reasonably believe to be genuine and to have
been adopted or signed by the proper person or to have been prepared and furnished pursuant
to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make
any investigation or inquiry as to any statements contained or matters referred to in any such
instrument.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, ff it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.
The Fiscal Agent may become the owner of the Bonds with the same rights it would have
ff it were not the Fiscal Agent.
Section 7.03. Information. The Fiscal Agent shall provide to the Authority such
information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent
hereunder as the Authority shall reasonably request, including but not limited to quarterly
statements reporting funds held and transactions by the Fiscal Agent.
The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Fiscal Agent, in which complete and correct
entries shall be made of all transactions relating to the expenditure of amounts disbursed from
the Bond Fund, the Escrow Fund, the Improvement Fund, the Reserve Fund and the Costs of
Issuance Fund. Such books of record and accounts shall upon reasonable prior notice at all
times during business hours be subject to the inspection of the Authority and the Owners of not
less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their
representatives duly authorized in writing.
Section 7.04. Notice to Fiscal Agent The Fiscal Agent may rely and shall be protected
in acting or refraining from acting upon any notice, resolution, request, requisition, Officer's
Certificate, consent, order, certificate, report, warrant, Bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or proper
33
parties. The Fiscal Agent may consult with counsel, who may be counsel to the Authority, with
regard to legal questions, and the opinion or advice of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorfly established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed
to be conclusively proved and established by a certificate of the Authority, and such certificate
shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of
this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the
Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such
additional evidence as to it may seem reasonable.
Section 7.05. Compensation, Indemnification. (A) The Authority shall pay to the Fiscal
Agent from time to time reasonable compensation for all services rendered as Fiscal Agent
under this Agreement, and also all reasonable expenses, charges, counsel fees and other
disbursements, including those of their attorneys, agents and employees, incurred in and about
the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not
have a lien therefor on any funds at any time held by it under this Agreement. The Authority
further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal
Agent, its officers, employees, directors and agents harmless against any liabilities which it may
incur in the exercise and performance of its powers and duties hereunder which are not due to
its negligence or willful n-dsconduct.
(B) The Authority shall pay to the Trustee the amounts, and indemnify the Trustee in the
manner, provided in Section 8.05 of the Indenture.
(C) The obligation of the Authority under this Section 7.05 shall survive resignation or
removal of the Fiscal Agent under this Agreement, resignation or removal of the Trustee under
the Indenture and payment of the Bonds and the JPA Bonds and discharge of this Agreement
and the Indenture, but any monetary obligation of the Authority arising under this Section shall
be limited solely to amounts on deposit in the Administrative Expense Fund.
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ARTICLEVIIII
MODIFICATIONORAMENDMENTOFTMSAGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of
the Authority and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the
written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided
in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond
or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Authority to
pay the principal of, and the interest and any premium on, any Bond, without the express
consent of the Owner of such Bond, or (ii) permit the creation by the Authority of any pledge or
lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the
benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of
California or this Agreement), or reduce the percentage of Bonds required for the amendment
hereof. Any such amendment may not modify any of the rights or obligations of the Fiscal
Agent without its written consent.
This Agreement and the rights and obligations of the Authority and of the Owners may
also be modified or amended at any time by a Supplemental Agreement, without the consent of
any Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(a) to add to the covenants and agreements of the Authority in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the Authority;
(b) to make modifications not adversely affecting any outstanding series of
Bonds of the Authority in any material respect;
(c) to make such provisions for the purpose of curing any ambiguity, or of curing,
coffecting or supplementing any defective provision contained in this Agreement, or in
regard to questions arising under this Agreement, as the Authority may deem necessary
or desirable and not inconsistent with this Agreement, and which shall not adversely
affect the rights of the Owners of the Bonds; and
(d) to make such additions, deletions or modifications as may be necessary or
desirable to assure the exclusion from gross income, for purposes of federal income
taxation, of interest on the Bonds.
Section 8.02. Owners' Meetings. The Authority may at any time call a meeting of the
Owners. In such event the Authority is authorized to fix the time and place of said meeting and
to provide for the giving of notice thereof, and to fix and adopt rules and regulations for the
conduct of said meeting.
Section 8.03. Procedure for Amendment with Written Consent of Owners. The
Authority and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the
provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that
such amendment is permitted by Section 8.01, to take effect when and as provided in this
Section. A copy of such Supplemental Agreement, together with a request to Owners for their
consent thereto, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds
35
Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not
affect the validity of the Supplemental Agreement when assented to as in this Section provided.
Such Supplemental Agreement shall not become effective unless there shall be filed with
the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided
in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided.
Each such consent shall be effective only if accompanied by proof of ownership of the Bonds
for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any
such consent shall be binding upon the Owner of the Bonds giving such consent and on any
subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such
consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing
such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this
Section provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the Authority shall mail a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the
required percentage of Bonds and will be effective as provided in this Section (but failure to
mail copies of said notice shall not affect the validity of the Supplemental Agreement or
consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A
record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent,
shall be proof of the matters therein stated until the contrary is proved. The Supplemental
Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of
such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as
otherwise hereinabove specifically provided in this Article) upon the Authority and the Owners
of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final
decree of a court of competent jurisdiction setting aside such consent in a legal action or
equitable proceeding for such purpose commenced within such sixty-day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the
Authority, excepting any pension or retirement fund, shall not be deemed Outstanding for the
purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided
for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other
action provided for in this Article VIII. Upon written request, the Authority shall specify to the
Fiscal Agent those Bonds disqualified pursuant to this Section 8.04.
Section 8.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be
deemed to be modified and amended in accordance therewith, the respective rights, duties and
obligations under this Agreement of the Authority and all Owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any
and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The
Authority may determine that Bonds issued and delivered after the effective date of any action
taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form
approved by the Authority, as to such action. In that case, upon demand of the Owner of any
Bond Outstanding at such effective date and presentation of his Bond for that purpose at the
Principal Office of the Fiscal Agent or at such other office as the Authority may select and
designate for that purpose, a suitable notation shall be made on such Bond. The Authority may
36
determine that new Bonds, so modified as in the opinion of the Authority is necessary to
conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon
demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at
the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding,
upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
37
ARTICLE IX
A&SCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement,
expressed or implied, is intended to give to any person other than the Authority, the Fiscal
Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any
covenants, stipulations, promises or agreements in this Agreement contained by and on behalf
of the Authority shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.
Notwithstanding the foregoing, the Trustee shall be a third party beneficiary of this Agreement,
solely for the purposes of Section 7.05(B) hereof.
Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever
in this Agreement or any Supplemental Agreement either the Authority or the Fiscal Agent is
named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Agreement contained by or on behalf of
the Authority or the Fiscal Agent shall bind and inure to the benefit of the respective successors
and assigns thereof whether so expressed or not.
Section 9.03. Discharge of Agreement. The Authority shall have the option to pay and
discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or
more of the following ways:
(a) by well and truly paying or causing to be paid the principal of, and interest
and any premium on, such Bonds Outstanding, as and when the same become due and
payable;
(b) by depositing with the Fiscal Agent, in trust, at or before maturity, money
which, together with the amounts then on deposit in the funds and accounts provided
for in Sections 4.02 and 4.03 is fully sufficient to pay such Bonds Outstanding, including
all principal, interest and redemption premiums; or
(c) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal
Securities in such amount as the Authority shall determine as confirmed by Bond
Counsel or an independent certified public accountant will together with the interest to
accrue thereon and moneys then on deposit in the fund and accounts provided for in
Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such
Bonds (including all principal interest and redemption premiums) at or before their
respective maturity dates.
If the Authority shall have taken any of the actions specified in (A), (B) or (C) above,
and ff such Bonds are to be redeemed prior to the maturity thereof notice of such redemption
shall have been given as in this Agreement provided or provision satisfactory to the Fiscal
Agent shall have been made for the giving of such notice, then, at the election of the Authority,
and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge
of the Special Taxes and other funds provided for in this Agreement and all other obligations of
the Authority under this Agreement with respect to such Bonds Outstanding shall cease and
terminate. Notice of such election shall be filed with the Fiscal Agent. Notwithstanding the
foregoing, the obligations of the Authority to pay or cause to be paid to the Owners of the
Bonds not so surrendered and paid all sums due thereon, to pay all amounts owing to the Fiscal
Agent pursuant to Section 7.05, and otherwise to assure that no action is taken or failed to be
38
taken ff such action or failure adversely affects the exclusion of interest on the Bonds from gross
income for federal income tax purposes, shall continue in any event.
Upon compliance by the Authority with the foregoing with respect to all Bonds
Outstanding, any funds held by the Fiscal Agent after payment of all fees and expenses of the
Fiscal Agent, which are not required for the purposes of the preceding paragraph, shall be paid
over to the Authority and any Special Taxes thereafter received by the Authority shall not be
remitted to the Fiscal Agent but shall be retained by the Authority to be used for any purpose
permitted under the Act.
Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any
request, declaration or other instrument which this Agreement may require or permit to be
executed by Owners may be in one or more instruments of similar tenor, and shall be executed
by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by
any Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports
to act, that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the registry
books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the
Authority or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No Boardmember, officer, agent or employee
of the Authority shall be individually or personally liable for the payment of the principal of, or
interest or any premium on, the Bonds; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demands on Authority and Fiscal Agent. Any notice or
demand which by any provision of this Agreement is required or permitted to be given or served
by the Fiscal Agent to or on the Authority may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the Authority
with the Fiscal Agent) as follows:
Old Town/Westside Community Facilities
District Financing Authority
c/o City of Temecula
43200 Business Park Drive
P. 0. Box 9033
Temecula, California 92589-9033
Attention: Finance Director
Any notice or demand which by any provision of this Agreement is required or
permitted to be given or served by the Authority to or on the Fiscal Agent may be given or
served by being deposited postage prepaid in a post office letter box addressed (until another
address is filed by the Fiscal Agent with the Authority) as follows:
39
First Trust of California, National Association
550 South Hope Street, Suite 500
Los Angeles, California 90071
Attn:Corporate Trust Division
Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect
the validity of the remaining portions of this Agreement. The Authority hereby declares that it
would have adopted this Agreement and each and every other Section, paragraph, sentence,
clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of
the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this
Agreement may be held illegal, invalid or unenforceable.
Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of
the principal of, and the interest and any premium on, the Bonds which remains unclaimed for
two (2) years after the date when the payments of such principal, interest and premium have
become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by
the Fiscal Agent to the Authority as its absolute property free from any trust, and the Fiscal
Agent shall thereupon be released and discharged with respect thereto and the Bond Owners
shall look only to the Authority for the payment of the principal of, and interest and any
premium on, such Bonds.
Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and
performed in the State of California.
Section 9.10. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the
Act shall prevail over the conflicting provision of this Agreement. In such event the Fiscal Agent
shall be provided an opinion of counsel specifying the modifications to this Agreement, and the
Fiscal Agent shall incur no liability for its failure to comply with any requirement of the Act
until it has been so notified.
Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 9.12. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of
any Bonds or the date any action is to be taken pursuant to this Agreement is other than a
Business Day, the payment of interest or principal (and premium, if any) or the action need not
be made on such date but may be made on the next succeeding day which is a Business Day
with the same force and effect as if made on the date required and no interest shall accrue for
the period after such date.
Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original.
40
IN WITNESS WHEREOF, the Authority has caused this Agreement to be executed in its
name and the Fiscal Agent has caused this Agreement to be executed in its name, all as of
December 1, 1996.
OLD TOWN/WESTSIDE COMMUNITY
FACILITIES DISTRICT FINANCING
AUTHORITY, for and on behalf of OLD
TOWN/WEST'SIDE COMMUNITY
FACILITIES DISTRICT FINANCING
AUTHORITY COMMUNITY FACILITIES
DISTRICT NO. 1 (OLD TOWN AREA
PUBLIC IMPROVEMENTS)
By:
Executive Director
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION, as Fiscal
Agent
By:
Authorized Signatory
ATTEST:
By:
Authorized Signatory
30043-0 I:JI877
41
@Brr A
FORMOFBOND
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
OLD TOWN/WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 1
(OLD TOWN AREA PUBLIC IMPROVEMENTS)
1996 SPECIAL TAX BOND
ESTRATE MATURITYDATE
September 1, 2026
REGISTERED OWNEIL-
PRINCIPAL AMOUNT:
BOND DATE CUSIEP
December . 1996
DOLLARS
The Old Town/Westside Community Facilities District Financing Authority (the
"Authority") for and on behalf of the Old Town/Westside Community Facilities District
Financing Authority Community Facilities District No. 1 (Old Town Area Public Improvements)
(the "District"), for value received, hereby promises to pay solely from the Special Tax (as
hereinafter defined) to be collected in the District or amounts in the funds and accounts held
under the Agreement (as hereinafter defined), to the registered owner named above, or
registered assigns, on the maturity date set forth above, unless redeemed prior thereto as
hereinafter provided, the principal amount set forth above, and to pay interest on such
principal amount from the Bond Date shown above, or from the most recent interest payment
date to which interest has been paid or duly provided for, semiannually on March 1 and
September 1, commencing March 1, 1997, at the interest rate set forth above, until the principal
amount hereof is paid or made available for payment. The principal of this Bond is payable to
the registered owner hereof in lawful money of the United States of America upon presentation
and surrender of this Bond at the principal corporate trust office of First Trust of California,
National Association (the "Fiscal Agent"), or as otherwise provided in the Agreement. Interest
on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to
the registered owner hereof as of the close of business on the 15th day of the month preceding
the month in which the interest payment date occurs (the "Record Date") at such registered
owner's address as it appears on the registration books maintained by the Fiscal Agent, or upon
written request filed with the Fiscal Agent prior to any Record Date by a registered owner of at
least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately
available funds to an account in the United States designated by such registered owner in such
writtenrequest, or as otherwise provided in the Agreement.
This Bond is one of a duly authorized issue of bonds in the aggregate principal amount
of $ approved by the qualified electors of the District on April 23, 1996 pursuant to
the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the
California Government Code (the "Mello-Roos Act") for the purpose of financing public facilities
Exhibit A
Page 1
(the "Project"), and is one of the series of Bonds designated "Old Town/Westside Community
Facilities District Financing Authority Community Facilities District No. 1 (Old Town Area
Public Improvements) 1996 Special Tax Bonds" (the "Bonds"). The creation of the Bonds and
the terms and conditions thereof are provided for by a resolution adopted by the Board of
Directors of the Authority of the Old Town/Westside Community Facilities District Financing
Authority on June 11, 1996 (the "Resolution"), and the Fiscal Agent Agreement, dated as of
December 1, 1996, between the Authority and the Fiscal Agent (the "Agreement") and this
reference incorporates the Resolution and the Agreement herein, and by acceptance hereof the
owner of this Bond assents to said terms and conditions. The Resolution is adopted under and
this Bond is issued under, and both are to be construed in accordance with, the laws of the
State of California.
Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and
interest on this Bond are payable solely from the annual special tax authorized under the Mello-
Roos Act to be collected within the District (the "Special Tax") and certain funds held under the
Agreement. The Authority has covenanted in the Agreement to foreclosure the lien established
under the Act in respect of delinquent Special Taxes. In the Agreement, the Bondowners,
including the Owner of this Bond by reason of the acceptance of this Bond, consent to a credit
bid by the Authority or the Fiscal Agent, without posting monies, at a foreclosure sale, to the
sale of delinquent property at less than the amount specified in Section 53356.5 of the Act as
determined by the Authority and to the use of moneys in the Reserve Fund to pay foreclosure
costs. The Owner of this Bond expressly consents to the foregoing as embodied in Section 5.14
of the Agreement and, by acceptance of this Bond, grants its consent under Section 53356.6 of
the Act to foreclosure sales in accordance with said Section of the Agreement.
Interest on this Bond shall be payable from the interest payment date next preceding the
date of authentication hereof, unless (i) it is authenticated on an interest payment date, in
which event it shall bear interest for such interest payment date, or (ii) such date of
authentication is after a Record Date but on or prior to an interest payment date, in which event
interest will be payable from such interest payment date, or (iii) such date of authentication is
prior to the first Record Date, in which event interest will be payable from the Bond Date
shown above; provided however, that ff at the time of authentication of this Bond, interest is in
default hereon, this Bond shall bear interest from the interest payment date to which interest
has previously been paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the Old Town/Westside Community Facilities
District Financing Authority, as may be permitted by law. The Bonds do not constitute
obligations of the Old Town/Westside Community Facilities District Financing Authority for
which said Authority is obligated to levy or pledge, or has levied or pledged, general or special
taxation other than described hereinabove.
The Bonds may be redeemed prior to maturity, in whole or in part, at the option of the
Authority on September 1, 2001 or an any interest payment date thereafter, upon at least 30
days, but not more than 60 days, prior written notice mailed to the registered owners at the
addresses appearing on the bond registry books, at the following redemption prices, expressed
as a percentage of par value, together with accrued interest to the date of redemption:
Redeml2tion Dates Redeml2tion Prices
September 1, 2001 or March 1, 2002 102.0%
September 1, 2002 or March 1, 2003 101.0
September 1, 2003 and any Interest Payment 100.0
Date thereafter
Exhibit A
Page 2
The Bonds are subject to mandatory sinking payment redemption in part on September
_, and on each September'l thereafter to maturity, at a redemption price equal to the
principal amount thereof to be redeemed, together with accrued interest to the date fixed for
redemption, without premium, from sinking payments as follows:
Redemption Redemption
Date Sinking Date Sinking
(Sel2tember ]I @ent (Sel2tember 11 Pqyment
1997 2012
1998 2013
1999 2014
2000 2015
2001 2016
2002 2017
2003 2018
2004 2019
2005 2020
2006 2021
2007 2022
2008 2023
2009 2024
2010 2025
2011 2026 (maturity)
The Bonds are subject to mandatory redemption on any Interest Payment Date prior to
maturity, at a redemption price equal to the principal amount thereof to be redeemed, together
with accrued interest to the date fixed for redemption, without premium, from certain amounts
transferred from the Improvement Fund to the Bond Fund under the Agreement.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Agreement.
The Bonds are issuable as fully registered Bonds without coupons in denominations of
$5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the
charges, ff any, provided in the Agreement, Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount and maturity of Bonds of other
authorized denominations.
Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its n-tanual signature upon the
certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated as
herein provided, and the principal hereof, interest hereon and any redemption premium shall be
payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the
registered owner requesting transfer or exchange to pay any tax or other governmental charge
required to be paid with respect to such transfer or exchange. No transfer or exchange hereof
shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for
selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been
selected for redemption.
The Agreement and the rights and obligations of the Authority thereunder may be
modified or amended as set forth therein.
Exhibit A
Page 3
The Bonds are not general obligations of the Authority, but are limited obligations
payable solely from the revenues and funds pledged therefor under the Agreement. Neither the
faith and credit of the Authority or the State of California or any political subdivision thereof is
pledged to the payment of the Bonds.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and manually signed by
the Fiscal Agent.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of
this Bond have existed, happened and been performed in due time, form and manner as
required by law, and that the amount of this Bond does not exceed any debt limit prescribed by
the laws or Constitution of the State of California.
IN WITNESS WHEREOF, Old Town/Westside Community Facilities District Financing
Authority has caused this Bond to be dated December 1, 1996, to be signed by the facsimile
signature of its Chairperson and countersigned by the facsimile signature of its Secretary.
OLD TOWN/WESTSIDE COMMUNITY
FACILITIES DISTRICT FINANCING
AUTHORITY
BY:
Chairperson
[S E A LI
ATTEST:
Secretar y
Exhibit A
Page 4
FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement which has been
authenticated on
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION,
as Fiscal Agent
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto
(Name, address and Tax identification Number of Assignee)
the within-mentioned registered Bond and hereby irrevocably constitutes and appoint(s)
attorney,
to transfer the same on the books of the Fiscal Agent with full power of substitution in the
premises.
Dated:
Signatures Guaranteed:
Note: Signature(s) must be guaranteed by an eligible Note: The signatures on this Assignment must
guarantor. correspond with the name(s) as written on the
face of the within Bond in every particular
without alteration or enlargement or any
change whatsoever.
Exhibit A
Page 5
30043-01 JHHW:PJT:cra 10/21/96 J2368
11/04/96
BOND PURCHASE AGREEMENT
by and between the
OLD TOWN/WESTSIDE COMMUNITY FACILrnES DISTRICR
FINANCING AUT'HORITY
and the
OLDTOWN/WEST'SIDEIWROVEMENTAUTHORM
Dated as of December 1, 1996
Relating to:
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds
(Old Town Area)
and
Old Town/Westside Community Facilities District Financing Authority
Community Facilities District No. I
(Old Town Area Public Improvements)
1996 Special Tax Bonds
BOND PURCHASE AGREEMENT
THIS BOND PURCHASE AGREEMENT (this "Bond Purchase Agreement"), dated as of
December 1, 1996, is by and between the OLD TOWN/WESTSIDE IMPROVEMENT
AUTHORITY, a joint exercise of powers authority duly organized and existing under and by
virtue of the laws of the State of California (the "Authority"), and the OLD TOWN/WESTSIDE
COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY, a joint exercise of powers
authority duly organized and existing under the laws of the State of California (the "Local
Agency").
WITNESSETH:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and
existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter
5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is
authorized pursuant to Article 4 of the Act (the "Bond Law") to borrow money for the purpose
of financing the acquisition of bonds, notes and other obligations to provide financing or
refinancing for public capital improvements of local agencies within the State of California; and
WHEREAS, the Local Agency has authorized the issuance of its $ principal
amount of Old Town/Westside Community Facilities District Financing Authority Community
Facilities District No. 1 (Old Town Area Public Improvements) 1996 Special Tax Bonds (the
"Local Agency Bonds"), under the Fiscal Agent Agreement, dated as of December 1, 1996 (the
"Fiscal Agent Agreement"), by and between the Local Agency and First Trust of California,
National Association, as fiscal agent (the "Fiscal Agent"), for the purpose of financing public
improvements in the City of Temecula, California; and
WHEREAS, the Authority has authorized the issuance of its bonds, designated as the
Old Town/Westside Improvement Authority 1996 Local Agency Revenue Bonds (Old Town
Area), in the aggregate principal amount of $ (the "Authority Bonds"), to be issued
under an Indenture of Trust, dated as of December 1, 1996 (the "Indenture"), by and between
the Authority and First Trust of California, National Association, as trustee (the "Trustee"), and
under the Bond Law for the purpose of providing the funds required to acquire the Local
Agency Bonds; and
WHEREAS, the Authority and the Local Agency have found and determined that the
sale of the Local Agency Bonds to the Authority will result in substantial public benefits to the
Local Agency; and
WHEREAS, the Authority and the Local Agency desire to enter into this Bond Purchase
Agreement providing for the purchase and sale of the Local Agency Bonds by the Local Agency
to the Authority and containing the other agreements herein set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Authority and the Local Agency agree as follows:
1. All terms not herein defined shall have the meanings given such terms in the
Indenture.
2. Upon the terms and conditions and upon the basis of the representations,
warranties and agreements hereinafter set forth, the Local Agency hereby commits to sell to the
Authority and hereby sells to the Authority, and the Authority hereby commits to purchase
from the Local Agency and does hereby purchase from the Local Agency, with the proceeds of
the Authority Bonds deposited in the Program Fund, all of the Local Agency Bonds at a
purchase price of $ . The Local Agency Bonds will be in the principal amounts, be
subject to sinking fund redemption, bear the annual interest rates and be sold at the purchase
prices set forth in Exhibit A attached hereto and hereby made a part hereof.
3.The Local Agency confirms that there are no substantial conditions precedent to
the issuanceby the Local Agency and to the sale (as provided herein) and the delivery to the
Authority ofthe Local Agency Bonds.
4.The Local Agency hereby specifies December _, 1996, as the date of closing of
the purchase of the Local Agency Bonds hereunder (the "Closing Date"). The Local Agency
Bonds shall be registered in the name of the Trustee, as assignee of the Authority and in its
capacity as trustee for the Authority Bonds pursuant to the Indenture. On the Closing Date, the
Local Agency shall issue and deliver the Local Agency Bonds to the Trustee upon payment by
the Trustee, on behalf of the Authority, to the Local Agency or its order of the purchase price of
the Local Agency Bonds in the aggregate amount of $ . Said purchase price shall be
paid by the Trustee, on behalf of the Authority, solely from the proceeds of sale of the
Authority Bonds pursuant to the terms of the Indenture.
5. The Local Agency Bonds shall be as described in the Official Statement dated
December _, 1996, relating to the Authority Bonds (the "Official Statement"), and shall be
issued and secured under the provisions of the Fiscal Agent Agreement, approved by a
Resolution adopted by the Local Agency on June 11, 1996, as confirmed by the Resolution
adopted by the Local Agency on November . 1996 (collectively, the "Resolution"), and related
proceedings authorizing the issuance of the Local Agency Bonds (the "Proceedings"). The Local
Agency Bonds and interest thereon will be payable from annual special taxes levied and
collected in accordance with the Fiscal Agent Agreement, the Resolution and the Proceedings.
The interest rate on the Local Agency Bonds shall not exceed 12% per annum and shall
be as set forth in the Fiscal Agent Agreement, the costs of issuance of the Authority Bonds and
the Local Agency Bonds shall be as specified in the Fiscal Agent Agreement, the required
reserves for the Local Agency Bonds shall be as specified in the Fiscal Agent Agreement and the
procedures to be used in the case of default shall be as specified in the Fiscal Agent Agreement
and the Indenture.
6. Any action under this Bond Purchase Agreement taken by the Authority,
including payment for and acceptance of the Local Agency Bonds, and delivery and execution
of any receipt for the Local Agency Bonds and any other instruments in connection with the
closing on the Closing Date, shall be valid and sufficient for all purposes and binding upon the
Authority, provided that any such action shall not impose any obligation or liability upon the
Authority other than as may arise as expressly set forth in this Bond Purchase Agreement.
7. It is a condition to the Local Agency's sale of the Local Agency Bonds and the
obligation of the Local Agency to deliver the Local Agency Bonds to the Authority, and to the
Authority's purchase of the Local Agency Bonds and the obligations of the Authority to accept
delivery of and to pay for the Local Agency Bonds, that the entire aggregate principal amount
of the Local Agency Bonds authorized to be issued by the Fiscal Agent Agreement shall be
delivered by the Local Agency, and accepted and paid for by the Authority, on the Closing
Date.
2
8.The Local Agency has furnished some, but not all, of the information contained
in the OfficialStatement and hereby authorizes the use of that information by the Authority in
connection withthe public offering and sale of the Authority Bonds.
9.The Local Agency represents and warrants to the Authority that:
(a) The Local Agency is a joint exercise of powers authority, duly organized and
existing under the laws of the State of California, and has, and on the Closing Date will have,
full legal right, power and authority (i) to enter into this Bond Purchase Agreement, (ii) to adopt
or enter into the Proceedings, (iii) to issue, sell and deliver the Local Agency Bonds to the
Authority as provided herein, and (iv) to carry out and consummate the transactions on its part
contemplated by this Bond Purchase Agreement, the Proceedings and the Official Statement;
(b) The Local Agency has complied, and will on the Closing Date be in compliance in
all respects, with the Proceedings;
(c) By official action of the Local Agency prior to or concurrently with the
acceptance hereof, the Local Agency has duly adopted the Resolution, has duly authorized and
approved the execution and delivery by the Local Agency of, and the performance by the Local
Agency of the obligations contained in, the Fiscal Agent Agreement, the Local Agency Bonds
and this Bond Purchase Agreement, and has duly authorized and approved the performance by
the Local Agency of its obligations contained in the Resolution and the other Proceedings, and
the consummation by it of all other transactions on its part contemplated by the Official
Statement;
(d) The execution and delivery of this Bond Purchase Agreement and the Local
Agency Bonds, the adoption of the Resolution and the adoption or entering into of the other
Proceedings, and compliance with the provisions of each thereof, and the carrying out and
consummation of the transactions contemplated by the Official Statement, will not conflict with
or constitute a breach of or a default under any applicable law or administrative regulation of
the State of California or the United States, or any applicable judgment, decree, agreement or
other instrument to which the Local Agency is a party or is otherwise subject;
(e) To the knowledge of the Local Agency, at the time of the Local Agency's
acceptance hereof and at all times subsequent thereto up to and including the Closing Date,
with respect to information describing the Local Agency and the Proceedings conducted by the
Local Agency, the Official Statement does not and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not
n-dsleading;
(f) Except as described in the Official Statement, there is no action, suit, proceeding
or investigation before or by any court, public board or body pending or, to the knowledge of
the Local Agency, threatened, wherein an unfavorable decision, ruling or finding would: (i)
affect the creation, organization, existence or powers of the Local Agency or the titles of its
members and officers to their respective offices, (ii) enjoin or restrain the issuance, sale and
delivery of the Local Agency Bonds, the levy and receipt of the Special Taxes which secure the
Local Agency Bonds, or the pledge thereof under the Fiscal Agent Agreement, (iii) in any way
question or affect any of the rights, powers, duties or obligations of the Local Agency with
respect to the moneys pledged or to be pledged to pay the principal of, premium, if any, or
interest on the Local Agency Bonds, (iv) in any way question or affect any authority for the
issuance of the Local Agency Bonds, or the validity or enforceability of the Local Agency
Bonds, the Fiscal Agent Agreement or the other Proceedings, or (v) in any way question or affect
this Bond Purchase Agreement or the transactions contemplated by this Bond Purchase
3
Agreement, the Official Statement, Fiscal Agent Agreement, the other documents referred to in
the Official Statement, or any other agreement or instrument to which the Local Agency is a
party relating to the Local Agency Bonds;
(g) The Local Agency will furnish such information, execute such instruments and
take such other action in cooperation with the Authority, as the Authority may reasonably
request, to qualify the Authority Bonds for offer and sale under the Blue Sky or other securities
laws and regulations of such states and other jurisdictions of the United States as the Authority
may designate, and will assist, if necessary therefor, in the continuance of such qualifications in
effect as long as required for the distribution of the Authority Bonds; provided, however, that
the Local Agency shall not be required to qualify as a foreign corporation or to file any general
consents to service of process under the laws of any state;
(h) The issuance and sale of the Local Agency Bonds is not subject to any transfer or
other documentary stamp taxes of the State of California or any political subdivision thereof;
(i) The Local Agency has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that the Local Agency is a bond issuer whose arbitrage
certifications may not be relied upon; and
(j) Any certificate signed by any official of the Local Agency authorized to do so
shall be deemed a representation and warranty by the Local Agency to the Authority as to the
statements made therein.
10. If between the date of this Bond Purchase Agreement and the date ninety (90)
days after the Closing Date an event occurs which is materially adverse to the purpose for
which the Official Statement is to be used which is not disclosed in the Official Statement, the
Local Agency shall notify the Authority of such fact.
ii. At 8:00 A.M., Pacific Time, on the Closing Date, or at such other time or on such
other date as is mutually agreed by the Local Agency and the Authority, the Local Agency will
deliver the Local Agency Bonds to the Trustee, on behalf of the Authority, in definitive form,
duly executed, together with the other documents hereinafter mentioned, and, subject to the
terms and conditions hereof, the Authority will accept such delivery and pay the purchase price
of the Local Agency Bonds, as referenced in paragraph 1 hereof, but solely from the available
proceeds referenced in paragraph 4 hereof, by wire transfer or other funds which are good funds
on the Closing Date payable to the order of the Fiscal Agent under each Fiscal Agent
Agreement. Delivery and payment, as aforesaid, shall be made at such place as shall have been
mutually agreed upon by the Local Agency and the Authority.
12. The Authority has entered into this Bond Purchase Agreement in reliance upon
the representations, warranties and agreements of the Local Agency contained herein and to be
contained in the documents and instruments to be delivered on the Closing Date, and upon the
performance by the Local Agency of its obligations hereunder, both as of the date hereof and as
of the Closing Date. Accordingly, the Authority's obligations under this Bond Purchase
Agreement to purchase, to accept delivery of and to pay for the Local Agency Bonds shall be
subject to the performance by the Local Agency of its obligations to be performed hereunder
and under such documents and instruments at or prior to the Closing Date, and shall also be
subject to the following conditions:
(a) The representations and warranties of the Local Agency contained herein shall be
true and correct on the date hereof and on and as of the Closing Date, as ff made on the Closing
Date;
4
(b)On the Closing Date the Proceedings shall be in full force and effect, and shall
not have beenamended, modified or supplemented, and the Official Statement shall not have
been amended,modified or supplemented, except in either case as may have been agreed to by
both the Authority and the Original Purchaser;
(c) As of the Closing Date, all official action of the Local Agency relating to the
Proceedings shall be in full force and effect, and there shall have been taken all such actions as,
in the opinion of Jones Hall Hill & White, A Professional Law Corporation, bond counsel
("Bond Counsel"), shall be necessary or appropriate in connection therewith, with the issuance
of the Authority Bonds and the Local Agency Bonds, and with the transactions contemplated
hereby, all as described in the Official Statement;
(d) The Authority shall have the right to terminate the Authority's obligations under
this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Local
Agency Bonds by notifying the Local Agency of its election to do so ff, after the execution hereof
and prior to the Closing Date: (i) either the marketability of the Authority Bonds or the market
price of the Authority Bonds, in the opinion of the Authority, has been materially and adversely
affected by any decision issued by a court of the United States (including the United States Tax
Court) or of the State of California, by any ruling or regulation (final, temporary or proposed)
issued by or on'behalf of the Department of the Treasury of the United States, the Internal
Revenue Service, or other governmental agency of the United States, or any governmental agency
of the State of California, or by a tentative decision with respect to legislation reached by a
committee of the House of Representatives or the Senate of the Congress of the United States,
or by legislation enacted by, pending in, or favorably reported to either the House of
Representatives or the Senate of the Congress of the United States or either house of the
Legislature of the State of California, or formally proposed to the Congress of the United States
by the President of the United States or to the Legislature of the State of California by the
Governor of the State of California in an executive communication, affecting the tax status of
the Authority or the Local Agency, their property or income, their bonds (including the
Authority Bonds) or the interest thereon, or any tax exemption granted or authorized by the
Bond Law; (ii) the United States shall have become engaged in: hostilities which have resulted
in a declaration of war or national emergency, or there shall have occurred any other outbreak of
hostilities, or a local, national or international calamity or crisis, financial or otherwise, the
effect of such outbreak, calamity or crisis being such as, in the reasonable opinion of the
Authority, would affect materially and adversely the ability of the Authority to market the
Authority Bonds (it being agreed by the Authority that there is no outbreak, calamity or crisis of
such a character as of the date hereof); (iii) there shall have occurred a general suspension of
trading on the New York Stock Exchange or the declaration of a general banking moratorium by
the United States, New York State or California State authorities; (iv) there shall have occurred
a withdrawal or downgrading of any rating assigned to any securities of the Local Agency by a
national municipal bond rating agency; (v) any Federal or California court, authority or
regulatory body shall take action materially and adversely affecting the ability of a developer to
proceed with the development as contemplated by the Official Statement; or (vi) an event
described in paragraph 11 hereof occurs which in the opinion of the Authority requires a
supplement or amendment to the Official Statement; and
(e)On or prior to the Closing Date, the Authority shall have received each of the
following documents:
(1) Opinion or opinions, in form and substance satisfactory to Bond Counsel,
dated as of the Closing Date, of Bond Counsel to the Local Agency approving the
validity of the Local Agency Bonds;
5
(2) A letter or letters of Bond Counsel, dated the date of the Closing and
addressed to the Authority, to the effect that the opinion referred to in the preceding
subparagraph (1) may be relied upon by the Authority to the same extent as if such
opinion were addressed to it;
(3) A supplementary opinion or opinions, dated the date of the Closing and
addressed to the Authority, of Bond Counsel to the effect that (i) this Bond Purchase
Agreement has been duly authorized, executed and delivered by, and, assuming due
authorization, execution and delivery by the Authority, constitutes a legal, valid and
binding agreement of the Local Agency enforceable in accordance with its terms, except
as such enforceability may be limited by bankruptcy and insolvency proceedings or by
the application of equitable principles if equitable remedies are sought; and (ii) the Local
Agency Bonds are not subject to the registration requirements of the Securities Act of
1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under
the Trust Indenture Act of 1939, as amended;
(4) A certificate or certificates dated the Closing Date, addressed to the
Authority, signed by a Local Agency official having knowledge of the facts to the effect
that:
(i) The representations and warranties of the Local Agency contained
herein are true and correct in all material respects on and as of the Closing Date
as ff made on the Closing Date;
' (ii) Except as described in the Official Statement, there is no action,
suit, proceeding or investigation before or by any court, public board or body
pending or threatened, wherein an unfavorable decision, ruling or finding would:
(A) affect the creation, organization, existence or powers of the Local Agency, or
the titles of its members and officers to their respective offices, (B) enjoin or
restrain the issuance, sale and delivery of the Local Agency Bonds, the levy or
collection of the special taxes or any other moneys or property pledged or to be
pledged under the Fiscal Agent Agreement, or the pledge thereof, (C) in any way
question or affect any of the rights, powers, duties or obligations of the Local
Agency with respect to the moneys and assets pledged or to be pledged to pay
the principal of, premium, if any, or interest on the Local Agency Bonds, (D) in
any way question or affect any authority for the issuance of the Local Agency
Bonds, or the validity or enforceability of the Local Agency Bonds or the
Proceedings, or (E) in any way question or affect this Bond Purchase Agreement
or the transactions on the part of the Local Agency contemplated by this Bond
Purchase Agreement, the Proceedings, the Official Statement or the documents
referred to in the Official Statement;
(iii) The Local Agency has complied with all agreements, covenants
and arrangements, and satisfied all conditions, on its part to be complied with or
satisfied hereunder, under the Resolution and under the Fiscal Agent Agreement
on or prior to the Closing Date; and
(iv) To the best of its knowledge, no event affecting the Local Agency
has occurred since the date of the Official Statement which should be disclosed
in the Official Statement for the purposes for which it is necessary to disclose
therein in order to make the statements with respect to the Local Agency or the
Local Agency Bonds not misleading in any respect;
6
(5) An opinion or opinions, dated the Closing Date and addressed to the
Authority, of the City Attorney, that, except as described in the Official Statement,
there is no action, suit, proceeding or investigation before or by any court, public board
or body pending or threatened, wherein an unfavorable decision, ruling or finding would:
(i) affect the creation, organization, existence or powers of the Local Agency, or the titles
of its members and officers to their respective offices; (ii) enjoin or restrain the issuance,
sale and delivery of the Local Agency Bonds, the receipt of special tax revenues or any
other moneys or property pledged or to be pledged under the Proceedings or the pledge
thereof; (iii) in any way question or affect any of the rights, powers, duties or obligations
of the Local Agency with respect to the moneys and assets pledged or to be pledged to
pay the principal of, premium, if any, or interest on the Local Agency Bonds; (iv) in any
way question or affect any authority for the issuance of the Local Agency Bonds, or the
validity or enforceability of the Local Agency Bonds; or (v) in any way question or affect
this Bond Purchase Agreement or the transactions on the part of the Local Agency
contemplated by this Bond Purchase Agreement, the Official Statement or the
documents referred to in the Official Statement; and
(6) Such additional legal opinions, certificates, instruments and documents
as the Authority may reasonably request to evidence the truth and accuracy, as of the
date hereof and as of the Closing Date, of the Local Agency's representations and
warranties contained herein and of the statements and information contained in the
Official Statement.
In addition to the foregoing, the Local Agency shall on the Closing Date provide the
Proceedings, certified by authorized officers of the Local Agency as true copies and as having
been adopted or executed (as applicable), with only such amendments, modifications or
supplements as may have been agreed to by the Authority.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with
the provisions hereof if, but only if, they are in form and substance satisfactory to the
Authority, but the approval of the Authority shall not be unreasonably withheld. Receipt of,
and payment for, the Local Agency Bonds shall constitute evidence of the satisfactory nature of
such as to the Authority. The performance of any and all obligations of the Local Agency
hereunder and the performance of any and all conditions contained herein for the benefit of the
Authority may be waived by the Executive Director of the Authority in his sole discretion.
If the Local Agency shall be unable to satisfy the conditions to the obligations of the
Authority to purchase, accept delivery of and pay for the Local Agency Bonds cont ' ained in this
Bond Purchase Agreement, or if the obligations of the Authority to purchase, accept delivery of
and pay for the Authority Bonds shall be terminated for any reason permitted by this Bond
Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Authority
nor the Local Agency shall be under further obligation hereunder, except that the respective
obligations of the Local Agency and the Authority set forth in paragraphs 13 and 14 hereof
shall continue in full force and effect.
13. The Authority shall be under no obligation to pay, and the Local Agency shall
pay all expenses of the Local Agency and the Authority incident to the performance of the
Local Agency's and the Authority's obligations hereunder including, but not limited to: (i) the
cost of the preparation of, and all other costs of issuance of, the Local Agency Bonds and the
Authority Bonds; (ii) the fees and disbursements of Bond Counsel; and (iii) the fees and
disbursements of accountants, advisers and of any other experts or consultants retained by the
Local Agency or the Authority.
7
14. The Authority and the Local Agency hereby confirm that the purchase of the
Local Agency Bonds by the Authority hereunder will not violate any of the restrictions set forth
in Section 6592.5 of the Bond Law.
15. The Local Agency hereby agrees to pay, from amounts in the Administrative
Expense Fund established under the Fiscal Agent Agreement, all costs of administration of the
Authority and the Trustee related to the Authority Bonds.
16. This Bond Purchase Agreement is made solely for the benefit of the Local Agency
and the Authority (including their successors and assigns), and no other person shall acquire or
have any right hereunder or by virtue hereof. All of the Local Agency's representations,
warranties and agreements contained in this Bond Purchase Agreement shall remain operative
and in full force and effect regardless of: (i) any investigations made by or on behalf of the
Authority or the Trustee, or (ii) delivery of and payment for the Local Agency Bonds pursuant
to this Bond Purchase Agreement. The agreements contained in this paragraph and in
paragraph 15 hereof shall survive any termination of this Bond Purchase Agreement.
17. This Bond Purchase Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but an such
counterparts shall together constitute but one and the same instrument.
18. In case any one or more of the provisions contained herein shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceabihty shall not affect any other provision hereof.
19. The validity, interpretation and performance of this Bond Purchase Agreement
shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, the Authority and the Local Agency have each caused this
Bond Purchase Agreement to be executed by their duly authorized officers all as of the date
first above written.
OLD TOWN/WESTSIDE IMPROVEMENT
AUTHORITY
By
Executive Director
OLD TOWN/WESTSIDE COMMUNITY
FACILITIES DISTRICT FINANCING
AUTHORITY
By
Executive Director
30043-Ol:j2368
8
EXMBrr A
Old Town/Westside Community Facilities District Financing Authority
Community Facilities District No. 1 (Old Town Area Public Improvements)
1996 Special Tax Bonds
Maturity: 1,
Interest Rate: %
Purchase Price: $
Sinking Fund @ents
Date Date
Amount Amount
Exhibit A
Page 1
[11/19/96 DRAFIF]
PURCHASE CONTRACT
1996
Old Town/Westside Improvement Authority
43174 Business Park Drive
Temecula, California 92590
Old Town/Westside Community
Facilities District Financing Authority
43174 Business Park Drive
Temecula, California 92590
Re: $
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds (Old Town Area)
Ladies and Gentlemen:
The undersigned, Stone & Youngberg LLC (the "Underwriter"), offers to enter into
this Purchase Contract (the "Purchase Contract") with the Old Town/Westside Improvement
Authority (the "Authority") which, upon your acceptance of this offer, will be binding upon you
and upon the Underwriter.
This offer is made subject to the acceptance by the Authority of this Purchase Contract
on or before 5:00 p.m. on , 1996 and, if not so accepted, will be subject
to withdrawal by the Underwriter upon written notice to the Authority delivered to the Authority
at any time prior to such acceptance.
1. Upon the terms and conditions and in reliance upon the respective representations,
warranties and covenants herein, the Underwriter hereby agrees to purchase from the Authority,
and the Authority hereby agrees to sell to the Underwriter, all (but not less than all) of
$ aggregate principal amount of Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds (the "Bonds"), at the purchase price (the "Purchase Price")
of $ - (equal to the par amount of the Bonds of $ less an
Underwriter's discount of $ less original issue discount of $
plus accrued interest of $ as set forth in Appendix A hereto.
The Bonds are authorized to be issued under the Marks-Roos Local Bond Pooling Act
of 1985, as amended, and shall be as described in, and shall be secured under and pursuant to,
the Indenture of Trust, dated as of 1996 (the "Indenture"), by and between
[L252424.51
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the Authority and First Trust of California, National Association, as trustee (the "Trustee"),
substantially in the form previously submitted to the Underwriter with only such changes therein
as shall be mutually agreed upon by the Authority and the Underwriter. Capitalized terms used
herein that are defmed in the Indenture shall have the same meanings when used herein.
The Bonds are being issued to provide funds to acquire from Old Town/Westside
Community Facilities District No. I (Old Town Area Public Improvements) (the "CFD
Financing Authority") the 1966 Special Tax Bonds (the "Local Agency Bonds'). The Authority
shall, concurrently with the delivery of the Bonds and the receipt of the purchase price therefor,
purchase the Local Agency Bonds from the CFD Financing Authority pursuant to the provisions
of the Indenture and a Bond Purchase Agreement, dated as of 1, 1996, by and
between the City and the Authority (the "Bond Purchase Agreement").
The Local Agency Bonds will be issued pursuant to the Mello-Roos Community
Facilities Act of 1982, as amended, commencing at Section 53311, et seq., of the California
Government Code (the "Act") and Resolution No. adopted by the Board of Directors
of the Authority acting as the legislative body of the District (the "CFD Resolution"). The Local
Agency Bonds are being issued to provide new moneys for the acquisition and/or construction
of certain public improvements (the "Improvements"). The Bonds will be issued pursuant to the
terms of a Fiscal Agent Agreement (the "Fiscal Agent Agreement"), dated as of
@ 1996 between the CFD Financing Authority and First Trust of
California, National Association, as fiscal agent (together with any successor fiscal agent serving
as such under the Fiscal Agent Agreement, the "Fiscal Agent").
2. The Underwriter agrees to make a bona fide public offering of all of the Bonds
at the offering prices set forth on the cover of the Final Official Statement described below.
3. (a) The Authority agrees to deliver to the Underwriter as many copies of the
Official Statement dated the date hereof, relating to the Bonds (as supplemented and
amended from time to time, the "Final Official Statement") as the Underwriter shall
reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the
Securities and Exchange Commission under the Securities Exchange Act of 1934 (the
"Rule"). The Authority agrees to deliver such Final Official Statements within seven (7)
business days after the execution hereof. The Underwriter agrees to deliver a copy of the
Final Official Statement to each of its customers purchasing Bonds no later than the
settlement date of the transaction. The Underwriter agrees to deliver to at least one
nationally-recognized municipal securities information depository the Final Official
Statement, immediately upon receipt thereof.
(b)The Authority has authorized and approved the distribution of the
Preliminary Official Statement relating to the Bonds dated , 1996
(the "Preliminary Official Statement"), and hereby authorizes and approves the distribution
of the Final Official Statement (the Final Official Statement, the Preliminary Official
Statement and any amendments or supplements that may be authorized by the Authority for
use with respect to the sale of the Bonds are herein refeffed to collectively as the "Official
[L252424.51 2
[11/19/% DRAM
Statement"), consents to their distribution and use by the Underwriter and authorizes the
execution of the Final Official Statement by a duly authorized officer of the Authority. The
Authority has deemed the Preliminary Official Statement fmal as of its date, within the
meaning of Rule 15c2-12.
4.The Authority represents, warrants and covenants to the Underwriter that:
(a) The Authority is a joint exercise of powers authority duly organized and
validly existing under the Constitution and laws of the State of California (the "State"), and
has the full legal right, power and authority to (i) adopt the resolutions creating the
Authority (the "Authority Resolutions"), (ii) enter into and perform its duties under this
Purchase Contract, the Bond Purchase Agreement and the Indenture, (iii) issue, execute,
authenticate, sell and deliver the Bonds to the Underwriter as provided herein, and (iv)
carry out and consummate all other transactions on its part contemplated by each of the
aforesaid documents (such documents together with the Final Official Statement are
collectively refeffed to herein as the "Authority Documents"), and the Authority has
complied with all provisions of applicable law, including the Act, in all matters relating to
such transactions.
(b) The Authority has duly authorized (i) the execution and delivery of the
Bonds and the execution, delivery and due performance by the Authority of its obligations
under the Authority Documents, (ii) the distribution and use of the Preliminary Official
Statement and execution, delivery and distribution of the Final Official Statement, and (iii)
the taking of any and all such action as may be required on the part of the Authority to
carry out, give effect to and consummate the transactions on its part contemplated by such
instruments. All consents or approvals necessary to be obtained by the Authority in
connection with the foregoing have been received, and the consents or approvals so
received are still in full force and effect.
(c) The Authority Documents (other than the Final Official Statement), when
executed and delivered by the Authority and the other respective parties thereto, will
constitute legal, valid and binding obligations of the Authority enforceable against the
Authority in accordance with their respective terms, except as enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally.
(d) When delivered to the Underwriter, the Bonds will have been duly
authorized, executed, issued and delivered by the Authority and will constitute legal, valid
and binding limited obligations of the Authority enforceable against the Authority in
accordance with their respective terms, except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally, and will be entitled to the benefit and security of the Indenture.
(e)The information relating to the Authority contained in the Preliminary
Official Statementis, and as of the date of Closing such information in the Final Official
[L252424.51 3
[11/19/% DRAFI]
Statement will be, true and correct in all material respects, and the Preliminary Official
Statement does not as of its date and the Final Official Statement will not as of the Closing
Date contain any untrue or misleading statement of a material fact relating to the Authority
or omit to state any material fact relating to the Authority, the District or the City necessary
to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
(f) If, at any time prior to the earlier of (i) receipt of notice from the
Underwriter that Final Official Statement is no longer required to be delivered under the
Rule or (ii) 90 days after the Closing, any event known to the officers of the Authority
participating in the issuance of the Bonds occurs with respect to the Authority as a result
of which the Final Official Statement as then amended or supplemented includes an untrue
statement of a material fact, or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading, the Authority shall promptly notify the Underwriter in writing of such event.
Any information supplied by the Authority for inclusion in any amendments or supplements
to the Final Official Statement will not contain any untrue or misleading statement of a
material fact relating to the Authority, City or the District or omit to state any material fact
relating to the Authority, City or the District necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
(g) To the best knowledge of the officer of the Authority, the execution and
delivery of the Authority Documents, nor the consummation of the transactions on the part
of the Authority contemplated herein or therein or the compliance by the Authority with the
provisions hereof or thereof will conflict with, or constitute on the part of the Authority a
violation of, or a breach of or default under, (i) any material indenture, mortgage,
commitment, note or other agreement or instrument to which the Authority is a party or
by which it is bound, (ii) any provision of the Constitution of the State or (iii) any existing
law, rule, regulation, ordinance, judgment, order or decree to which the Authority (or the
members of the Board of Directors or any of its officers in their respective capacities as
such) is subject.
(h) The Authority has never been in default at any time, as to principal of or
interest on any obligation which it has issued, including those which it has issued as a
conduit for another entity, which default may have an adverse effect on the ability of the
Authority to consummate the transactions on its part under the Authority Documents, except
as specifically disclosed in the Official Statement; and other than the Indenture, the
Authority has not entered into any contract or arrangement of any kind which might give
rise to any lien or encumbrance on the Special Taxes.
(i) There is no action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, public board or body, pending with respect to which the
Authority has been served with process or, to the best knowledge of the official of the
Authority executing this Purchase Contract, threatened, which (i) affects or seeks to
prohibit, restrain or enjoin the execution or delivery of the Bonds, the payments to be made
CL252424.51 4
111/19/% DRAFI]
to the Authority pursuant to the @cal Agency Bonds or the use of the Official Statement
or the execution or delivery by the Authority of the Authority Documents, (ii) affects or
questions the validity or enforceability of the Bonds or any of the Authority Documents,
(iii) questions the tax-exempt status of the interest payable on the Bonds, or the
completeness or accuracy of the Official Statement, or (iv) questions the power of the
Authority to enter into or perform its obligations under any of the Authority Documents,
or the existence or powers of the Authority, or the title to office of any official of the
Authority.
0) Any certificate signed by an official of the Authority authorized to execute
such certificate and delivered to the Underwriter in connection with the transactions
contemplated by the Authority Documents shall be deemed a representation and warranty
by the Authority to the Underwriter as to the truth of the statements therein contained.
(k) The Authority has not been notified of any listing or proposed listing by
the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage
certifications may not be relied upon.
(1) The Authority will cooperate with the Underwriter in qualifying the Bonds
for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United
States as the Underwriter may reasonably request; provided, however, that the Authority
shall not be required to consent to suit or to service of process, or qualify to do business,
in any jurisdiction. The Authority consents to the use by the Underwriter in the course of
its compliance with the securities or Blue Sky laws of the various jurisdictions of the
Authority Documents, subject to the right of the Authority to withdraw such consent for
cause by written notice to the Underwriter.
(m) The Authority agrees to comply with the provisions of the Continuing
Disclosure Certificate.
5. ReRresentations, Warranties and Covenants of the CFD FinanciLig Authorily. The
CFD Financing Authority represents and warrants to the Underwriter and the Authority that:
(a) The CFD Financing Authority is a joint exercise of powers authority,
organized and validly existing under and by virtue of the laws of the State, and is duly
organized and validly existing as a community facilities district under the laws of the State
of California, including the Act, with the Board of Directors of the CFD Financing
Authority acting as the its legislative body, and has full legal right, power and authority to
(i) enter into and perform its duties under this Purchase Contract, the Bond Purchase
Agreement, the Fiscal Agent Agreement and the Construction Management and Supervision
Agreement by and between the CFD Financing Authority and Fluor Daniel, Inc.
(collectively, the "CFD Financing Documents"), (ii) issue, execute, authenticate, sell and
deliver the Local Agency Bonds, and (iv) carry out and consummate all other transactions
on its part contemplated by such documents.
CL252424.51 5
[11/19/% DRAM
(b) The CFD Financing Authority has duly authorized (i) the execution and
delivery of the Local Agency Bonds and the performance of its obligations under such
documents, (ii) the distribution of the Final Official Statement in connection with the sale
of the Bonds, and (iii) the taking of all action required by the CFD Financing Authority to
carry out the transactions on its part contemplated by the CFD Financing Documents.
(c) The CFD Financing Documents, when executed and delivered by the CFD
Financing Authority and the other respective parties thereto, will constitute the legal, valid
and binding obligations of the CFD Financing Authority enforceable against the CFD
Financing Authority in accordance with their respective terms, except as enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally.
(d) When delivered to the Authority, the Local Agency Bonds will have been
duly authorized, executed, issued and delivered by the CFD Financing Authority and will
constitute legal, valid and binding limited obligations of the CFD Financing Authority
enforceable against the CFD Financing Authority in accordance with their respective terms,
except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally, and will be entitled
to the benefit and security of the Fiscal Agent Agreement.
(e)The distribution of the Official Statement has been duly authorized by the
CFD Financing Authority and the information contained within the Official Statement which
describes the CFD Financing Authority is true and correct in all material respects and such
information does not contain any untrue or misleading statement of a material fact or omit
to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. For purposes of the Rule, the
CFD Financing Authority has deemed fmal the Preliminary Official Statement prior to its
use and distribution by the Underwriter, except for the information specifically permitted
to be omitted therefrom pursuant to paragraph (b)(1) of the Rule.
(f)The CFD Financing Authority agrees that, if at any time within 90 days
from the Closingany event occurs as a result of which the Final Official Statement as then
in effect wouldinclude any untrue or misleading statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading, the CFD
Financing Authority shall reasonably cooperate with the Underwriter in the preparation of
an amendment or supplement to the Final Official Statement which will correct such
statement or omission. The CFD Financing Authority agrees to so amend or supplement
the Final Official Statement and shall effect such amendment or supplement whenever
requested by the Underwriter when in the reasonable judgment of the Underwriter such
amendment or supplement is required. The CFD Financing Authority shall promptly advise
the Underwriter of the institution of any action, suit, proceeding, inquiry of investigation
seeking to prohibit, restrain or otherwise affect the use of the Final Official Statement in
connection with the offering, sale or distribution of the Bonds or the Local Agency Bonds.
[L252424.51 6
[11/19/% DRAFN
(g) To the best knowledge of the officer of the CFD Financing Authority, the
execution and delivery of the CFD Financing Documents, nor the consummation of the
transactions on the part of the CFD Financing Authority contemplated herein or therein or
the compliance by the CFD Financing Authority with the provisions hereof or thereof will
conflict with, or constitute on the part of the CFD Financing Authority a violation of, or
a breach of or default under, (i) any material indenture, mortgage, commitment, note or
other agreement or instrument to which the CFD Financing Authority is a party or by
which it is bound, (ii) any provision of the Constitution of the State or (iii) any existing
law, rule, regulation, ordinance, judgment, order or decree to which the CFD Financing
Authority (or the members of the Board of Directors or any of its officers in their
respective capacities as such) is subject.
(h) There is no consent, approval, authorization or other order of, or filing
with, or certification by, any regulatory entity having jurisdiction over the CFD Financing
Authority required for the execution and delivery of the CFD Financing Documents or the
consummation by the CFD Financing Authority of the CFD Financing Documents or the
consummation by the CFD Financing Authority of the transactions contemplated herein or
therein, which has not been duly obtained or made on or prior to the date hereof. The
CFD Financing Authority agrees to file in a timely manner all filings in connection with
the Local Agency Bonds required by the California Debt Advisory Commission and the
Internal Revenue Service.
(i) There is no action, suit, proceeding, inquiry or investigation at law or in
equity before or by any court or governmental or public entity pending with respect to
which the CFD Financing Authority has been served with process or, to the best knowledge
of the person signing this Purchase Contract on behalf of the CFD Financing Authority,
threatened against the CFD Financing Authority which (i) affects or seeks to prohibit,
restrain or enjoin the execution or delivery of the Local Agency Bonds or the use of the
Official Statement or the execution or delivery by the CFD Financing Authority of the CFD
Financing Documents, (ii) affects or questions the validity or enforceability of the Local
Agency Bonds or any of the CFD Financing Documents, (iii) questions the tax-exempt
status of the interest payable on the Local Agency Bonds, or the completeness or accuracy
of the Official Statement, or (iv) questions the power of the CFD Financing Authority to
enter into or perform its obligations under any of the CFD Financing Documents, or the
existence or powers of the CFD Financing Authority, or the title to office of any official
of the CFD Financing Authority.
0) The CFD Financing Authority agrees to comply with the provisions of its
Continuing Disclosure Certificate.
(k) Any certificate signed by any official of the CFD Financing Authority
designated in the CFD Financing Authority Resolutions and delivered to the Underwriter
in connection with the transactions contemplated by the Official Statement and this Purchase
Agreement shall be deemed to be a representation and warranty by the CFD Financing
Authority to the Underwriter as to the statements made therein.
[L252424.51 7
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(1) The CFD Financing Authority has not been notified of any existing or
proposed listing by the Internal Revenue Service to the effect that the CFD Financing
Authority is a bond issuer whose arbitrage certifications may not be relied upon.
6. At 9:00 a.m. on , 1996 or at such other time and/or date
as shall have been mutually agreed upon by the Authority and the Underwriter, the Authority
will deliver, or cause to be delivered, to the Underwriter the Bonds, by book-entry duly
executed and authenticated by the Trustee together with the other documents hereinafter
mentioned; and the Underwriter will accept such delivery and pay the Purchase Price of the
Bonds by delivering to the Trustee for the account of the Authority a check payable in federal
funds or making a wire transfer in federal funds payable to the order of the Trustee.
The activities relating to the fmal execution and delivery of the Bonds and the
Indenture and the payment therefor and the delivery of the certificates, opinions and other
instruments as described in Section 8 of this Purchase Contract shall occur at the offices of Jones
Hall Hill & White, a, Professional Law Corporation, San Francisco, California. The payment
for the Bonds and simultaneous delivery of the Bonds to the Underwriter is herein referred to
as the "Closing." The Bonds will be delivered in @written form, in denominations of one
Bond for each maturity of the Bonds, each in the applicable form in the Fiscal Agent Agreement
and each registered in the name of Cede & Co., and will be made available for checking and
packaging by the Underwriter at such place in San Francisco, California, as the Underwriter and
the Trustee shall agree not less than 24 hours prior to the Closing.
7. The Underwriter shall have the right to cancel its obligations to purchase the
Bonds if between the date hereof and the date of Closing:
(a) the House of Representatives or the Senate of the Congress of the United
States, or a committee of either, shall have pending before it, or shall have passed or
recommended favorably, legislation introduced previous to the date hereof, which
legislation, if enacted in its form as introduced or as amended, would have the purpose or
effect of imposing federal income taxation upon revenues or other income of the general
character to be derived by the Authority under the Indenture or upon interest received on
obligations of the general character of the Bonds or the Local Agency Bonds, or of causing
interest on obligations of the general character of the Bonds, or the Local Agency Bonds,
to be includable in gross income for purposes of federal income taxation, and such
legislation, in the Underwriter's opinion, materially adversely affects the market price of
the Bonds; or
(b) a tentative decision with respect to legislation shall be reached by a
committee of the House of Representatives or the Senate of the Congress of the United
States, or legislation shall be favorably reported or reported by such a committee or be
introduced, by amendment or otherwise, in or be passed by the House of Representatives
or the Senate, or recommended to the Congress of the United States for passage by the
President of the United States, or be enacted or a decision by a federal court of the United
States or the United States Tax Court shall have been rendered, or a ruling, release, order,
CL252424.51 8
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regulation or official statement by or on behalf of the United States Treasury Department,
the Internal Revenue Service or other governmental agency shall have been made or
proposed to be made having the purpose or effect, or any other action or event shall have
occurred which has the purpose or effect, directly or indirectly, of adversely affecting the
federal income tax consequences of owning the Bonds, including causing interest on the
Bonds or the Local Agency Bonds to be included in gross income for purposes of federal
income taxation, or imposing federal income taxation upon revenues or other income of the
general character to be derived by the Authority under the Indenture or upon interest
received on obligations of the general character of the Bonds, or the Bonds and also
including adversely affecting the tax-exempt status of the Authority under the Code, which,
in the opinion of the Underwriter, materially adversely affects the market price of or
market for the Bonds; or
(c) legislation shall have been enacted, or actively considered for emctrnent
with an effective date prior to the Closing, or a decision by a court of the United States
shall have been rendered, the effect of which is that the Bonds or the Local Agency Bonds,
including any underlying obligations, or the Indenture, as the case may be, is not exempt
from the registration, qualification or other requirements of the Securities Act of 1933, as
amended and as then in effect, the Securities Exchange Act of 1934, as amended and as
then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or
(d) a stop order, ruling, regulation or official statement by the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the subject
matter shall have been issued or made or any other event occurs, the effect of which is that
the issuance, offering or sale of the Bonds or the Local Agency Bonds, including any
underlying obligations, or the execution and delivery of the Indenture or Fiscal Agent
Agreement as contemplated hereby or by the Final Official Statement, is or would be in
violation of any provision of the federal securities laws, including the Securities Act of
1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended
and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect;
or
(e) any event shall have occurred or any information shall have become
known to the Underwriter which causes the Underwriter to reasonably believe that the Final
Official Statement as then amended or supplemented includes an untrue statement of a
material fact, or omits to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; or
(f) there shall have occurred any outbreak of hostilities or any national or
international calamity or crisis, including a fmancial crisis, the effect of which on the
fmancial markets of the United States is such as, in the reasonable judgment of the
Underwriter would material adversely affect the market for or market price of the Bonds;
or
[L252424.51 9
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(g) there shall be in force a general suspension of trading on the New York
Stock Exchange, the effect of which on the fmancial markets of the United States is such
as, in the reasonable judgment of the Underwriter, would materially adversely affect the
market for or market price of the Bonds; or
(h)a general banking moratorium shall have been declared by federal, New
York or State authorities; or
(i) any proceeding shall be pending or threatened by the Securities and
Exchange Commission against the Authority; or
0) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by any
national securities exchange; or
(k) the New York Stock Exchange or other national securities exchange, or
any govenunental authority, shall impose, as to the Bonds or obligations of the general
character of the Bonds, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net
capital requirements of, underwriters.
8. Printing Conditions. The satisfaction of the following shall be conditions precedent
to the Underwriter's agreement to print the Preliminary Official Statement and price the Bonds
(collectively, the "Printing Conditions"), and shall continue to be true and correct at the time
of the Closing:
(a) Pfivate bond issue. The Authority, the CFD Financing Authority and the
Underwriter shall have received the latest drafts of the contemplated financing documents
for the private fmancing (as such financing is described in the Official Statement), including
all exhibits thereto and documents referred to therein (collectively, the "Private Financing
Documents "), which shall be in form and content such that the Authority, the CFD
Financing Authority and the Underwriter can reasonably determine all material terms and
conditions of the loan contemplated thereby.
(b) Status of Development Approvals. The Authority and the Underwriter
shall have received satisfactory evidence that (a) fmal maps for the Project will be ready
to be recorded on the Closing Date, and (b) building permits will be ready to be issued for
all major components of the Project (subject to the payment of applicable fees,
contemplated to be made on the Closing Date). [subject to change after overview of
development approvals provided by Developer]
(c) Organizational Documents. Old Town Entertainment LLC, a Delaware
limited liability company ("Developer"), shall have delivered to the Underwriter and the
Authority copies of its formation documents.
[L252424.51 10
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(d) FOrm and Content of Certificates and Opinions. All parties required by
this Purchase Contract to deliver certificates and opinions on the Closing Date shall have
agreed to the form and content of each such certificate and opinion.
(e) Certificate. The Developer shall have executed and delivered to the
Authority and the Underwriter a certificate substantially in the form attached as Exhibit A
hereto.
(f) Consent of Appraiser. Brown, Chudleigh, Schuler and Associates (the
"Appraiser") shall have delivered to the Authority and the Underwriter a certificate granting
its consent to include its summary of the Appraisal (as defined herein) in the Preliminary
and Final Official Statements.
(g)Consent of Special Tax Consultant. Berryman & Henigar shall have
delivered to theAuthority and the Underwriter a certificate granting its consent to include
their report onthe Rate and Method of Apportiorunent of Special Taxes in the Preliminary
and Final Official Statements.
By execution of this Purchase Agreement, the Underwriter and the Authority
acknowledge that all Printing Conditions have been satisfied or waived.
9. The obligations of the Underwriter to purchase the Bonds shall be subject (i) to
the receipt by the Authority, the CFD Financing Authority and the Underwriter of a certificate
in form and substance as set forth in Exhibit A attached hereto of the Developer (or such other
officer or official of the Developer as the Underwriter, and its counsel may approve), dated as
of the date hereof, (ii) to the performance by the Authority and the CFD Financing Authority
of their obligations to be performed hereunder at and prior to the Closing, (iii) to the accuracy
as of the date hereof and as of the time of the Closing of the representations and warranties of
the Authority and the CFD Financing Authority herein and the Developer in its Certificate
delivered on the date hereof, and (iv) to the following additional conditions, including the
delivery of such documents as are enumerated herein in form and substance satisfactory to
Munger, Tolles & Olson, counsel to the Underwriter:
(a) At the time of Closing, (i) the Authority Documents and the CFD
Financing Documents shall be in full force and effect and shall not have been amended,
modified or supplemented except as may have been agreed to in writing by the
Underwriter, and (ii) the Authority shall have duly adopted and there shall be in full force
and effect such resolutions as, in the opinion of Jones Hall Hill & White, A Professional
Law Corporation, as bond counsel ("Bond Counsel"), shall be necessary in connection with
the transactions on the part of the Authority contemplated hereby.
(b) Receipt of the Bonds at or prior to the Closing. The terms of the Bonds,
delivered, shall in all instances be as described in Final Official Statement.
CL252424.51 11
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(c) At or prior to the Closing, the Underwriter shall receive the following
documents in such number of counterparts as shall be mutually agreeable to the Underwriter
and the Authority:
(i) A fmal approving opinion of Bond Counsel dated the date of
Closing, in substantially the form set forth in Exhibit C hereto.
(ii) A Letter of Bond Counsel addressed to the Underwriter and dated
the date of Closing, in substantially the same form set forth in Exhibit D hereto,and
including a statement therein or in a separate letter to the effect that Bond Counsel's
final approving opinion may be relied upon by the Underwriter to the same extent as
if such opinion were addressed to the Underwriter.
(iii) An opinion of the attorney to the Authority , addressed to the
Underwriter and the Authority,dated the date of Closing, in substantially the form set
forth in Exhibit E hereto.
(iv)An opinion of the Counsel to the Developer, addressed to the
Underwriter andthe Authority,dated the date of Closing, in substantially the same
form as ExhibitF hereto.
(v)An opinion of Counsel to the Underwriter, dated the date of the
Closing, in substantially the form set forth in Exhibit G hereto.
(vi) An opinion of counsel to the CFD Financing Authority, addressed
to the Underwriter and the Authority, dated the date of Closing, in substantially the
form set forth in Exhibit H hereto.
(vii) An opinion of counsel to the Trustee dated the date of closing in
substantially the form set forth in Exhibit I hereto.
(viii) The Final Official Statement executed on behalf of the Authority by
a duly authorized officer.
(ix)Certified copies of the Authority Resolutions.
(x)Certified copies of the CFD Resolutions.
(xi)Specimen Bonds.
(xii)A letter from the Appraiser addressed to the Authority and the
Developer, in which consent is given to the use of its Appraisal Report dated as of
, 1996, in the Official Statement and the references to the fmn
in the Official Statement, and a statement to the effect that (i) the Appraisal Report
attached to the Official Statement as Appendix _ fairly and accurately describes the
[L252424.51 12
[11/19/% DRAFI]
values of the properties appraised and (ii) such fmn has no reason to believe that the
statements in the Official Statement, insofar as such statements purport to summarize
certain portions of the Appraisal Report, contain any untrue or misleading statement
of a material fact or omit to state a material fact necessary to make the statements
made therein not misleading.
(xiii) A certificate of the Authority, dated the date of Closing, in
substantially the for-in set forth in Exhibit J hereto.
(xiv) A certificate of the Developer, dated the date of Closing, in
substantially the form set forth in Exhibit B hereto.
(xv) A certificate of the CFD Financing Authority, dated the date of
Closing, in substantially the form set forth in Exhibit K hereto.
(xvi) A certificate of the Trustee, dated the date of Closing, in
substantially the form set forth in Exhibit L hereto.
(xvii)A certificate of Berryman & Henigar, dated the date of Closing, in
substantially theform set forth in Exhibit J hereto.
(xviii)Evidence that Federal Form 8038 has been executed by the Authority
and will be filed with the Internal Revenue Service.
(xix) Evidence satisfactory to the Underwriter that the Private Bond
Financing has closed or will close concurrently with the Closing.
(xx) Delivery of duly authorized and executed copies of the Construction
Agreement, the Guarantee of Fluor Daniel, Inc. of the Construction Agreement and
the Guarantee of Fluor Corporation of the Owner's Participation Agreement, as
amended.
(xxi) Certificates of Fluor Daniel and Fluor Corporation with respect to
the matters set forth in Exhibit N attached hereto [and opinions of counsel of Fluor as
to certain matters].
(xxii) Such additional legal opinions, certificates, proceedings, instruments
and other documents as Counsel to the Underwriter, Bond Counsel, or the Authority's
attorney may reasonably request to evidence compliance by the Authority, the CFD
Financing Authority and the Developer with legal requirements, the truth and
accuracy, as of the date of Closing, of the representations of the Authority, the CFD
Financing Authority and the Developer herein contained and the due performance or
satisfaction by the Authority, the CFD Financing Authority and the Developer at or
prior to such time of all agreements then to be performed and all conditions then to
be satisfied by it.
CL252424.51 13
[11/19/96 DRAFrj
If the Authority shall be unable to satisfy the conditions to the obligations of the
Underwriter contained in this Purchase Contract, or if the obligations of the Underwriter to
purchase and accept delivery of the Bonds shall be terinimted for any reason permitted by this
Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the
Authority shall be under further obligation hereunder; except that the respective obligations to
pay expenses, as provided in Section 11 hereof shall continue in full force and effect.
10. All representations, warranties and agreements of the Authority hereunder shall
remain operative and in full force and effect, regardless of any investigations made by or on
behalf of the Underwriter, and shall survive the Closing.
11. The Authority shall pay or cause to be paid, solely from the proceeds of the
Bonds, all reasonable expenses incident to the performance of its obligations under this Purchase
Contract, including, but not limited to, delivery of the Bonds, costs of printing the Bonds, the
Preliminary and Final Official Statements, any amendment or supplement to the Preliminary or
Final Official Statement and this Purchase Contract, fees and disbursements of Bond Counsel,
Underwriter's Counsel, the Authority's and the CFD Financing Authority's attorney and
consultants, including the fees and expenses of the special tax consultant, and fees of the Trustee
and Fiscal Agent.
The Underwriter shall pay all advertising expenses in connection with the public
offering of the Bonds, the California Debt Advisory Commission fee and fees and disbursements
in connection with the qualification of the Bonds for sale under the securities or "Blue Sky" laws
of the various jurisdictions and the preparation of "Blue Sky" memoranda.
12. Any notice or other communication to be given to the Authority under this
Purchase Contract may be given by delivering the same in writing at its address set forth above,
and any notice or other communication to be given to the Underwriter under this Purchase
Contract may be given by delivering the same in writing to Stone & Youngberg LLC, 15260
Ventura Boulevard, Sherman Oaks, California 91403, Attention: Mr. John D. McAlister, Vice
President.
13. This Purchase Contract is made solely for the benefit of the Authority and the
Underwriter (including the successors or assigns of the Underwriter) and no other person,
including but not limited to any purchaser of the Bonds or the Developer, shall acquire or have
any right hereunder or by virtue hereof.
14. This Purchase Contract shall be governed by and construed in accordance with
the laws of the State of California.
[L252424.51 14
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15. This Purchase Contract shall become effective upon the Authority's acceptance
hereof.
Very truly yours,
STONE & YOUNGBERG LLC
By:
Title:
Accepted and agreed to as of
the date first above written:
OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY
By:
Title:
OLD TOWN/WESTSIDE COMMUNITY
FACILITIES DISTRICT FINANCING
AUTHORITY
By:
Title:
[L252424.51 15
APPENDIX A
[11/19/% DRAFM
Maturiiy Date Principal Interest Rate
Appendix A
[L252424.51
[11/19/% DRAFI]
EXHIBIT A
FORM OF CERTIFICATE OF DEVELOPER AT PRINTING
The undersigned, the [title of authorized representative] of Old Town Entertainment
LLC, a Delaware limited liability company (the "Developer"), hereby makes the following
representations, warranties and covenants as of the date hereof to and for the benefit of Old
Town/Westside Improvement Authority (the "Authority") and Stone & Youngberg LLC (the
"Underwriter"), in connection with the pricing of the Old Town/Westside Improvement
Authority 1996 Local Agency Revenue Bonds (the "Bonds") (capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Bond Purchase Contract
related to the Bonds):
I . The Developer is a limited liability company duly formed and validly existing
under the laws of the State of Delaware.
2. The Developer is duly qualified to transact business in the State of California. The
Developer has full power and authority to own or lease its property, including, without
limitation, the property on which the Development and Project (as defined in the Official
Statement) is to be constructed (the "Property"), to carry on its business as presently being
conducted and as contemplated to be conducted by the [insert names of material documents
to which Developer is a party], and to execute, deliver, and perform its obligations under the
foregoing documents (collectively, the "Developer Documents").
3. Attached hereto are fully executed, true, correct and complete copies of the
limited liability company agreement of the Developer and a resolution of the Developer
authorizing the Developer to enter into the Developer Documents. The foregoing documents
have not been amended or supplemented and are in full force and effect as of the date hereof.
4.The Developer has provided the information set forth in the Preliminary Official
Statementdescribing the Developer, the Development and Project, and the Underwriter is
authorizedto use such information in the distribution of the Preliminary Official Statement and
the FinalOfficial Statement. Such information about the Developer, the Development and
Project aspresently set forth in the Preliminary Official Statement is true and correct and does
not contain any untrue statement of material fact or omit to state any fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under
which such statements were made, not misleading in any material respect.
5.Except as set forth in the Preliminary Official Statement, there is no action, suit,
proceeding,inquiry or investigation by or before any court, governmental agency, public board
Exhibit A
Page 1
CL252424.51
[11/19/% DRAFN
or body pending or, to the best of the Developer's knowledge threatened against the Developer
(nor, to the best of the Developer's knowledge, is there any basis therefor), which (i) affects or
seeks to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or the use of the
Preliminary Official Statement or the execution and delivery of the Developer Documents,
(ii) affects or questions the validity or enforceability of the Bonds, (iii) questions the tax-exempt
status of the Bonds or the completeness or accuracy of the Preliminary Official Statement, or
(iv) questions the power of the Developer to carry out the transactions contemplated by the
Developer Documents or the power of the Developer to own, construct, equip or operate its
portion of the Development.
IN WITNESS WHEREOF, the undersigned authorized officer of the Developer has
executed this certificate and agreement this - day of , 1996.
OLD TOWN ENTERTAINMENT LLC,
a Delaware limited liability company
By:
Its:
Exhibit A
Page 2
[L252424.51
EXHIBIT B
[11/19/96 DRAFI]
FORM OF CERTIFICATE
AND AGREEMENT OF DEVELOPER AT CLOSING
The undersigned, the [title of authorized representative] of OLD TOWN
ENTERTAINMENT LLC, a Delaware limited liability company (the "Developer"), hereby
makes the following representations, warranties, covenants and agreements as of the date hereof
to and for the benefit of Old Town/Westside Improvement Authority (the"Authority") and Stone
& Youngberg LLC (the "Underwriter"), in connection with the issuance and sale of
$aggregate principal amount of the Old Town Entertaimnent/Westside
Improvement Authority 1996 Local Agency Revenue Bonds (the "Bonds") (capitalized terms
used herein and not otherwise defmed shall have the meanings ascribed to them in the Bond
Purchase Contract related to the Bonds):
1. The Developer is a limited liability company duly authorized to execute and
deliver [insert names of material documents to which Developer is a party] (collectively, the
"Developer Documents"), and that the signature below is that of a duly authorized representative
of the Developer.
2. The Developer is duly qualified to transact business in the State of California.
The Developer has full power and authority to own or lease its property, including, without
limitation, the property on which the Development and Project (as defmed in the Official
Statement) is to be constructed (the "Property"), to carry on its business as presently being
conducted and as contemplated to be conducted by the Developer Documents, and to execute,
deliver, and perform its obligations under the foregoing documents.
3. The information about the Developer, the Development and Project contained in
the Official Statement, as the same may be supplemented or amended with the written approval
of the Underwriter and the Developer, is true and correct and does not contain any untrue
statement of material fact or omit to state any fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which such statements were
made, not misleading in any material respect. The information submitted by the Developer to
the Underwriter in connection with the preparation of the Official Statement was, and is as of
this date, true and correct; provided, however, that the Developer makes no representation as
to the accuracy of projected or estimated information provided by the Developer and contained
in the Official Statement except to represent that such information is the good faith estimate or
projection of the Developer as to the matters set forth therein.
Exhibit B
Page 1
CL252424.51
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4. The execution, delivery and perfon-nance by the Developer of the obligations
contained in the Developer Documents have been duly authorized by all necessary action on the
Developer's part.
5. Upon the execution and delivery thereof by the Developer and the other parties
thereto, the Developer Documents will constitute legally valid and binding obligations of the
Developer, enforceable in accordance with their terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors' rights
generally, and except that it makes no representation as to the availability of specific
performance or other equitable remedies.
6. If at any time, within 90 days from the date hereof, any event shall have occurred
which might cause the Official Statement to contain any untrue statement of material fact or omit
to state any fact necessary to make the statements therein not misleading in any material respect,
the Developer shall notify the Issuer and the Underwriter. In addition, the Developer shall
promptly advise the Underwriter of the institution of any action, suit, proceeding, inquiry or
investigation of which he has any knowledge seeking to prohibit, restrain or otherwise affect the
use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
The Developer shall @sh the Underwriter any information concerning the Developer which
the Underwriter might reasonably request in connection with any amendment of or supplement
to the Official Statement.
7. The execution and delivery of the Developer Documents by the Developer and
perfon-nance by the Developer of its obligations thereunder will not conflict with, or constitute
a breach of, or default under any indenture, mortgage, deed of trust, lease, note, commitment,
agreement or other instrument or obligations to which the Developer is a party or by which the
Developer or any of its properties is bound, or under any law, rule, regulation, judgment, order
or decree to which the Developer or any of its properties are bound which breach might have
a material adverse effect on its ability to perform under the Developer Documents. The
Developer is not now in material default under any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or governmental agency or any document,
instrument or commitment to which the Developer is subject or in the payment of the principal
of, or premium or interest on, or otherwise in default with respect to, any bonds, notes or other
obligations which the Developer has issued, assumed or guaranteed as to payment of principal,
premium or interest.
8. Except as has been previously disclosed to the Underwriter, there is no action,
suit, proceeding, inquiry or investigation by or before any court, governmental agency, public
board or body pending or, to the best of the Developer's knowledge threatened against the
Developer (nor, to the best of the Developer's knowledge is there any basis therefor), which
(i) affects or seeks to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or
the use of the Official Statement or the execution and delivery of the Developer Documents,
(ii)affects or questions the validity or enforceability of the Bonds, (iii) questions the tax-exempt
Exhibit B
Page 2
(L252424.51
[11/19/% DRAFM
status of the Bonds or the completeness or accuracy of the Official Statement, or (iv) questions
the power of the Developer to carry out the transactions contemplated by the Developer
Documents or the power of the Developer to own, construct, equip or operate its portion of the
Development.
9. The Developer has made all filings with and received all approvals, consents and
orders of any governmental authority, legislative body, board, agency or commission having
jurisdiction which are necessary to permit the Developer to perform its obligations under the
Developer Documents, to commence performance of its obligations under the Developer
Documents, to own the Property and cause construction of the Development to commence.
10. Any certificate signed by an authorized representative of the Developer and
delivered to either or both of the Underwriter or the Issuer in connection with the transactions
contemplated by the Developer Documents or the Official Statement shall be deemed to be a
representation and warranty by the Developer to the Underwriter and the Issuer as to the
statements made therein.
11. The representations and warranties made by the Developer contained in the
Developer Documents and in the Certificate of Developer at Printing are true and correct as if
made on the date hereof.
12. [The Private Bond Finance Documents (as defined in the Certificate of Developer
at Printing) have been executed and delivered by the Developer and the Private Bond
Underwriter named therein and are in full force and effect. The Private Bond Finance
Documents are valid and binding agreements of the Developer and are enforceable in accordance
with their respective terms. Fully executed copies of the Private Bond Finance Documents have
been delivered by the Developer to the Underwriter as of the date hereof.] All conditions
precedent to the Private Bond Underwriter's obligation to purchase the bonds ("Private Bonds")
offered under the Private Bond Finance (as defmed in the Certificate of Developer at Printing)
(the "Conditions Precedent"), other than [consider whether any legitimate exceptions], have
been fully performed in accordance with the requirements of the Private Bond Finance
Documents. The Developer has delivered to the Underwriter evidence of satisfactory completion
of all Conditions Precedent to the Private Bond Underwriter's purchase of the Private Bonds.
13. The Developer shall indemnify and hold harmless the Underwriter and the
Underwriter's officers, directors, employees, counsel and agents and each person who controls
the Underwriter within the meaning of the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended (collectively, the "Securities Acts"), against any and all
losses, claims, damages, liabilities, costs and expenses (including without Iiinitation fees and
disbursements of counsel and other expenses) incurred by them or any of them in connection
with investigating or defending any loss, claim, damage, liability or any suit, action or
proceeding, joint or several, to which they or any of them may become subject under the
Securities Acts, or any other federal or state law or regulation, at common law or otherwise,
Exhibit B
Page 3
[L252424.51
[11/19/% DRAFN
insofar as such losses, claims, damages, liabilities, costs and expenses (or any suit, action or
proceeding in respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Official Statement or in any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission of a fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that Developer
shall not be liable in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any information contained in the "Underwriting"
section of the Final Official Statement, (ii) any information relating to the Authority or the City
in the Final Official Statement, or, (iii) information in Appendices [A, B, or F]; and provided
further that the Developer shall have no obligation to indemnify or hold harmless any or all
indemnities hereunder for any or all losses, claims, damages or liability that arise from or are
the result of willful misconduct by any or all of such indemnities. This indemnity shall be in
addition to any liability which the Developer may otherwise have.
Promptly after receipt by any party entitled to indenu-iification under this paragraph 13
(each, an "Indemnitee") of notice of the commencement of any claim, suit, action, investigation
or proceeding, such Indemnitee shall, if a claim in respect thereof is to be made against the
Developer under this paragraph 13, deliver to the Developer in writing notice of the
commencement thereof; but the omission to so notify the Developer shall not relieve the
Developer from any liability which it may have to any Indemnitee otherwise than under this
paragraph 13 or from any liability under this paragraph 13 unless the failure to provide notice
prejudices the defense of such claim, suit, action, investigation or proceeding. In case any such
action is brought against any Indemnitee, and it notifies the Developer, the Developer shall be
entitled to participate in, and to the extent that it may elect by written notice delivered to the
Indemnitee promptly after receiving the aforesaid notice from such Indemnitee, to assume the
defense thereof, with counsel satisfactory to such Indemnitee; provided, however, if the
defendants in any such action include both the Indemnitee and the Developer and the Indemnitee
shall have reasonably concluded that there may be legal defenses available to it and/or other
Indemnitees which are different from or additional to those available to the Developer, the
Indemnitee or Indemnitees shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of such Indemnitee
or Indemnitees. Upon receipt of notice from the Developer to such Indemnitee of its election
to assume the defense of such action and approval by the Indemnitee of counsel, the Developer
shall not be liable to such Indemnitee under this paragraph 13 for any legal or other expenses
subsequently incurred by such Indemnitee in connection with defense thereof unless (i) the
Indemnitee shall have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence (it being understood,
however, that the Developer shall not, in connection with any action indemnified against
hereunder, be liable for the fees and expenses of more than one separate firm of attorneys at any
point in time representing the Indemnitees to such action), (ii) the Developer shall not have
employed counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable
Exhibit B
Page 4
CL252424.51
[11/19/96 DRAFN
time after notice of commencement of the action, or (iii) the Developer has authorized the
employment of counsel for the Indemnitee at the expense of the Developer.
14. [The Developer has deemed the Preliminary Official Statement fmal as of its date
(within the meaning of Rule 15c2-12 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934 ("Rule 15c2-12")), provided, however, that the
foregoing representation as to fmality of the form of the Preliminary Official Statement does not
include statements and information contained therein relating to the Authority or the CFD
Financing Authority. For the 25-day period commencing with the "end of the underwriting
period" (as defined in Rule 15c2-12), the Developer (i) will not participate in the issuance of any
amendment of or supplement to the Final Official Statement to which, after being furnished with
a copy, the Authority, the CFD Financing Authority or the Underwriter shall reasonably object
in writing or which shall be disapproved by their respective counsel, and (ii) if any event
relating to or affecting the Authority, the CFD Financing Authority, the Underwriter, or the
Developer or the proposed Development shall occur as a result of which it is necessary, in the
opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order
to make the Official Statement not misleading in the light of the circumstances existing at the
time it is delivered to an initial purchaser of the Bonds, the Developer will forthwith prepare and
furnish to the Underwriter and the Authority a reasonable number of copies of an amendment
of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter
and its counsel) which will amend or supplement the Official Statement so that it will not contain
an untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances existing at the time the Official Statement
is delivered to an initial purchaser, not misleading. All costs of preparing any necessary
amendment or supplement to the Official Statement pursuant to this paragraph 14 shall be bome
by the Developer. For the purposes of this paragraph 14, during the 25-day period the
Developer will furnish such information with respect to itself and/or the Project as the
Underwriter and the Authority may from time to time reasonably request. The "end of the
underwriting period" (as defined in Rule 15c2-12) shall be deemed to be the Closing Date,
unless the Underwriter provides to the Developer written notice to the contrary.]
15. There are no claims, disputes, suits, actions or contingent liabilities among, by,
or between the members of the Developer which would be reasonably likely to have a material
adverse effect on the Developer, the Development or the Project.
16. The information furnished to the Appraiser and the Special Tax Consultant (as
such parties are identified in the Official Statement) or to any of the other parties hereto by the
Developer for use in the Official Statement, including Appendices [C, D, E and G thereto], was
and is true and correct and Developer has no reason to believe that any of the assumptions made
or used by the Appraiser or the Special Tax Consultant are inaccurate or misleading.
17. All of the real property within the Development, as of the Closing, is owned in
fee by the Developer except as identified in the Official Statement.
Exhibit B
Page 5
[L252424.51
[11/19/% DRAFN
18. Add specific representations about the Development and Project, construction,
environmental perniits, etc.
IN WITNESS VMEREOF, the undersigned authorized officer of the Developer has
executed this certificate and agreement this _ day of , 1996.
OLD TOWN ENTERTAINMENT LLC
a Delaware limited liability company
By:
Its:
Accepted and Agreed:
STONE & YOUNGBERG LLC
By:
Vice President
OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY
By:
Executive Director
Exhibit B
Page 6
[L2S2424.Sl
EXHIBIT C
[11/19/% DRAFI]
[date]
Old Town/Westside Improvement Authority
43174 Business Park Drive
Temecula, California 92590
OPINION: $
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds (Old Town Area)
Members of the Board of Directors:
We have acted as bond counsel in connection with the issuance by the Old
Town/Westside Improvement Authority (the "Authority") of its 1996 Local Agency Revenue
Bonds (the "Bonds") pursuant to the Marks-Roos Local Bond Pooling Act of 1985, as amended,
and Resolution No. adopted by the Board of Directors of the Authority on
, 1996 (the "Resolution"), an Indenture, dated as of , 1996
(the"Indenture"), by and between the Authority and First Trust of California, National
Association, as Trustee. We have examined the law and such certified proceedings and other
documents as we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon
representations of the Authority contained in the Resolution and in the certified proceedings and
certifications of public officials and others fumished to us, without undertaking to verify the
same by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
I . The Authority and the CFD Financing Authority are duly created and
validly existing as joint exercise of powers authorities, with the power to adopt the Authority
Resolutions and the CFD Resolutions, enter into the Indenture and Fiscal Agent Agreement and
perform the agreements on its part contained therein and issue the Bonds.
2. The Indenture has been duly entered into by the Authority and constitutes
a valid and binding obligation of the Authority enforceable upon the Authority.
Exhibit C
Page I
CL252424.51
[11/19/96 DRAFrl
3. The Fiscal Agent Agreement has been duly entered into by the CFD
Financing Authority and constitutes a valid and binding obligation of the CFD Financing
Authority, enforceable upon the CFD Financing Authority.
4. Pursuant to the Act, the Indenture creates a valid lien on the ftmds pledged
by the Indenture for the security of the Bonds.
5.The Fiscal Agent Agreement creates a valid lien on the ftmds pledged by
the Fiscal AgentAgreement for the security of the Local Agency Bonds.
6.The Bonds and the Local Agency Bonds have been duly authorized,
executed and delivered by the Authority and the CFD Financing Authority, respectively, and are
valid and binding limited obligations of the Authority, payable solely from the sources provided
therefor in the Indenture and the Fiscal Agent Agreement, respectively.
5 . The interest on the Bonds is excluded from gross income for federal income
tax purposes and is not an item of tax preference for purposes of the federal alternative minimum
tax imposed on individuals and corporations; it should be noted, however, that for the purpose
of computing the alternative minimum tax imposed on corporations (as defmed for federal
income tax purposes), such interest is taken into account in determining certain income and
earnings. The opinions set forth in the preceding sentence are subject to the condition that the
Authority comply with all requirements of the Internal Revenue Code of 1986 that must be
satisfied subsequent to the issuance of the Bonds in order that such interest thereon be, or
continue to be, excluded from gross income for federal income tax purposes. The Authority has
covenanted to comply with each such requirement. Failure to comply with certain of such
requirements may cause the inclusion of interest on the Bonds in gross income for federal
income tax purposes to be retroactive to the date of issuance of the Bonds. We express no
opinion regarding other federal tax consequences arising with respect to the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed
by the State of California.
T'he rights of the owners of the Bonds and the enforceability of the Bonds, the
Resolution and the Indenture may be subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and
also may be subject to the exercise of judicial discretion in appropriate cases.
Respectfully submitted,
Exhibit C
Page 2
[L252424.51
EXHIBIT D
[11/19/% DRAF]rj
[Supplemental Opinion from Jones, Hall]
[to come]
[L252424.51 Exhibit D
EXHIBIT E
[11/19/% DRAFI]
[Utterhead of Counsel to the Authority]
[date]
Old Town/Westside Improvement Authority
43174 Business Park Drive
Temecula, California 92590
Stone & Youngberg LJC
15260 Ventura Boulevard
Sherman Oaks, California 91403
Re:$
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds (Old Town Area)
Dear Ladies and Gentlemen:
I am the attorney for Old Town/Westside Improvement Authority (the
"Authority") and have acted as such in connection with the sale of the above-referenced Bonds,
which are being delivered and sold pursuant to a Purchase Contract dated
1996 (the "Purchase Contract") among Stone & Youngberg LLC (the "Underwriter"), the CFD
Financing Authority and the Authority. Any capitalized terin used herein and not defmed shall
have the meaning assigned to it in the Purchase Contract.
In this connection, I have reviewed and examined certain proceedings and
documents with respect to the Bonds, and such records, certificates and other documents as I
have considered necessary or appropriate for the purposes of this opinion.
Based on such review and such other considerations of law and fact as I believe
to be relevant, I am of the opinion that:
1 . The Authority is a joint exercise of powers authority duly organized under
the laws and Constitution of the State of California.
2.The Authority Resolutions were duly adopted at a meeting of the Board
of Directors of theAuthority which was called and held pursuant to law and in accordance with
Exhibit E
CL252424.51 Page 1
[11/19/96 DRAFI]
all applicable open meeting laws and at which a quorum was present and acting at the time of
the adoption of the Authority Resolutions, and the Authority Resolutions were adopted by a
majority vote of all members of the Board of Directors.
3. The execution and delivery by the Authority of the Authority Documents
and the Purchase Contract and the performance of its obligations thereunder do not and will not
result in a violation of any provision of, or in default under, the laws of the State of California
or, to the best of my knowledge, any agreement or other instrument to which the Authority is
a party or by which it or its property is bound.
4. There are no legal or governmental actions, proceedings, inquiries or
investigations pending with respect to which the Authority has been served with process or to
my knowledge threatened by governmental authorities or to which the Authority is a party or
of which any property of the Authority is subject, except as described in the Official Statement,
which, if determined adversely to the Authority, would individually or in the aggregate (i)
materially and adversely affect the validity or the enforceability of the Authority Documents and
the Purchase Contract, or (ii) otherwise materially or adversely affect the ability of the Authority
to comply with its obligations under the Authority Documents or the Purchase Contract, or
materially and adversely affect the transactions contemplated by the Official Statement to be
engaged in by the Authority.
5. Based upon my experience as attorney for the Authority and on my review
of and participation in the drafting of the Official Statement, I have no reason to believe that the
information regarding the Authority or the District in the Official Statement contains any untrue
statement of a material fact or omits to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not
misleading.
Very truly yours,
Exhibit E
CL252424.51 Page 2
[11/19/96 DRAFII
EXHIBIT F
[Opinion of Developer's Counsel]
[to come]
Exhibit F
[L252424.51 Page 1
EXHIBIT G
[11/19/% DRAFN
[Letterhead of Counsel to the Underwriter]
1996
Stone & Youngberg LLC
15260 Ventura Boulevard
Sherman Oaks, California 91403
Attention:John D. McAlister
Re:$
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds (Old Town Area)
Dear Ladies and Gentlemen:
We have acted as your counsel in connection with your purchase from Old
Town/Westside Improvement Authority (the "Authority") of 1996 Local Agency Revenue Bonds,
in the aggregate principal amount of $ (the "Bonds"), pursuant to the Purchase
Contract dated , 1996 (the "Purchase Contract") among you, the CFD
Financing Authority and the Authority. The Bonds are issued pursuant to the Indenture, dated
as of , 1996 (the "Indenture") between the Authority and First Trust of
California, National Association, as trustee (the "Trustee"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Purchase Contract.
In that connection, we have reviewed certain portions of the Indenture, the
Official Statement of the Authority, dated , 1996 with respect to the Bonds
(the "Official Statement"), the Purchase Contract, certificates of the Authority, the Trustee, the
Developer and others, the opinions referred to in Section 9 of the Purchase Contract and such
other records, opinions and documents, and we have made such investigations of law, as we
have deemed appropriate as a basis for the conclusions hereinafter expressed.
In arriving at the conclusions hereinafter expressed, we are not expressing any
opinion or view on, and with your permission are assuming and relying on, the validity,
accuracy and sufficiency of the records, documents, certificates and opinions referred to above
(including the accuracy of all factual matters represented and legal conclusions contained therein,
including (without Iiinitation) representations and legal conclusions regarding the due
Exhibit G
CL252424.51 Page 1
[11/19/% DRAM
authorization, issuance, delivery, validity and enforceability of the Bonds and the exclusion of
interest thereon from gross income for federal income tax purposes). We have assumed that all
records, documents, certificates and opinions that we have reviewed, and the signatures thereto,
are genuine.
Based on and subject to the foregoing, and in reliance thereon, we are of the
opinion that the Bonds are not subject to the registration requirements of the Securities Act of
1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act of 1939, as amended.
We are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of any of the statements contained in the Official Statement and make
no representation that we have independently verified the accuracy, completeness or fairness of
any such statements. However, in our capacity as counsel for the Underwriter, we met in
conferences with your representatives and representatives of the Authority, the Developer, the
Fiscal Agent, their respective counsel, Jones Hall Hill & White, a professional law corporation,
as bond counsel, the Underwriter, Berryman & Henigar, as Special Tax Consultant, and others,
during which conferences the contents of the Official Statement and related matters were
discussed. Based on our participation in the above-mentioned conferences, and in reliance
thereon and on the records, documents, certificates and opinions herein mentioned (as set forth
above), we advise you that, during the course of our representation of the Underwriter on this
matter, no information came to the attention of the attorneys in our firm rendering legal services
in connection with such representation which caused us to believe that the Official Statement as
of its date and as of the date of this opinion (except for any fmancial, statistical or engineering
data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of
opinion, any information about valuation, appraisals or environmental matters, or the
Appendices, or any information about book-entry or DTC included therein, as to which we
express no opinion or view) contained or contains any untrue statement of a material fact or
omitted or omits to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.
We are furnishing this letter to you pursuant to Section 9 - of the Purchase
Contract solely for your benefit as Underwriter. Our engagement with respect to this matter has
terminated as of the date hereof, and we disclaim any obligation to update this letter. This letter
is not to be used, circulated, quoted or otherwise refer-red to or relied upon for any other
purpose or by any other person. This letter is not intended to, and may not, be relied upon by
owners of Bonds.
Very truly yours,
MUNGER, TOLLES & OLSON
Exhibit G
[L252424.51 Page 2
EXHIBIT H
[11/19/% DRAFII
Old Town/Westside Improvement Authority
43174 Business Park Drive
Temecula, California 92590
Stone & Youngberg LLC
15260 Ventura Boulevard
Shennan Oaks, California 91403
Re: $
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds (Old Town Area)
Dear Udies and Gentlemen:
I am the attorney for Old Town/Westside Improvement Authority (the
"Authority") and have acted as such in connection with the sale of the above-referenced Bonds,
which are being delivered and sold pursuant to a Purchase Contract dated 9
1996 (the "Purchase Contract") among Stone & Youngberg LLC (the "Underwriter"), the CFD
Financing Authority and the Authority. Any capitalized tenn used herein and not defmed shall
have the meaning assigned to it in the Purchase Contract.
In this connection, I have reviewed and examined certain proceedings and
documents with respect to the Bonds, and such records, certificates and other documents as I
have considered necessary or appropriate for the purposes of this opinion.
Based on such review and such other considerations of law and fact as I believe
to be relevant, I am of the opinion that:
1 . The CFD Financing Authority is validly existing under the laws of the
State of California as a community facilities district, with full power and authority to execute
and perform its obligations under the Fiscal Agent Agreement, the Purchase Contract and the
Bond Purchase Agreement (collectively, the "CFD Documents");
2.The resolution of the CFD Financing Authority authorizing the execution
of the CFD Financing Documents was duly adopted at a meeting of the which
was called and held pursuant to law, at which a quorum was present and acting throughout, is
in full force and effect and has not been amended, modified or rescinded;
Exhibit H
Paty-e I
[L252424.51
[11/19/% DRAFN
3. The CFD Financing Documents have been duly authorized, executed and
delivered by the CFD Financing Authority and, assuming due authorization and delivery by the
other parties thereto, constitute valid and binding obligations of the CFD Financing Authority,
enforceable in accordance with their terms, except as such enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other laws affecting enforcement of
creditors' rights generally or by equitable principles if equitable remedies are sought;
4. The execution and delivery by the CFD Financing Authority of the CFD
Financing Documents and compliance with the provisions thereof will not materially conflict
with any law or agreement to which the CFD Financing Authority is subject or by which it is
bound;
5. The information contained in the Official Statement under the caption
"THE DISTRICT" is fair and accurate and does not fail to state any fact necessary to make the
matters stated therein, in light of the circumstances under which they were made, not misleading
in any material respect;
6.Nothing has come to the attention of such counsel that would indicate that
the information relating to the CFD Financing Authority, the CFD Financing Documents, and
the Local Agency Bonds contained in the Official Statement (excluding therefrom any fmancial
and statistical data), contains any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and
7. Except as may be required under blue sky or other securities laws of any
state, there is no consent, approval, authorization or other order of, or filing with, or
certification by, any regulatory authority required in connection with the execution, delivery and
sale of the Local Agency Bonds or the consunmiation by the CFD Financing Authority of the
other transactions contemplated by the Official Statement or the Bond Purchase Agreement;
Exhibit H
Page 2
CL252424.51
EXHIBIT I
[11/19/96 DRAFII
Opinion of counsel to the Trustee
Old Town/Westside Improvement Authority
43174 Business Park Drive
Temecula, California 92590
Stone & Youngberg LLC
15260 Ventura Boulevard
Sherman Oaks, California 91403
Re:$
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds (Old Town Area)
Dear Ladies and Gentlemen:
We have acted as counsel to First Trust of California, National Association, in
connection with the sale by the Old Town/Westside Improvement Authority (the "Authority")
of 1996 Local Agency Revenue Bonds, in the aggregate principal amount of $
(the "Bonds"), pursuant to the Purchase Contract dated , 1996 (the "Purchase
Contract") among Stone & Youngberg LLC, the CFD Financing Authority and the Authority.
The Bonds are issued pursuant to the Indenture, dated as of , 1996 (the
"Indenture") between the Authonty and First Trust of California, National Association, as
trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Purchase Contract.
(i) The Trustee is a national banking association duly organized and
validly existing under the laws of the United States of America having full power
and being qualified to enter, accept and administer the trust created under the
Indenture and the Fiscal Agent Agreement, and to authenticate and deliver the
Bonds and the Local Agency Bonds, respectively;
(ii) The Bonds and the Local Agency Bonds have been duly
authenticated and delivered by the Trustee in accordance with the Indenture and
the Fiscal Agent Agreement, respectively, and the Indenture and the Fiscal Agent
Agreement have been duly authorized, executed and delivered by the Trustee and,
assuming due authorization, execution and delivery thereof by the other respective
Exhibit I
Page I
[L252424.51
[11/19/% DRAM
parties thereto, constitute the legal, valid and binding obligations of the Trustee
enforceable in accordance with their respective terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, or other laws affecting the
enforcement of creditors' rights generally and by the application of equitable
principles if equitable remedies are sought; and
(iii) No authorization, approval, consent or order of any governmental
agency or any other person is required for the valid authorization, execution and
delivery of the Indenture or the Fiscal Agent Agreement by the Trustee or the
authentication and delivery of the Bonds or the Local Agency Bonds by the
Trustee.
Exhibit I
Page 2
[L252424.51
[11/19/% DRAFrl
EXHEBIT J
OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY
1996 LOCAL AGENCY REVENUE BONDS
CERTIFICATE OF THE OLD TOWN/WESTSEDE @ROVEMENT AUTHORITY
I, , hereby certify that I am the of
the Old Town/Westside Improvement Authority (the "Authority"), a public body, corporate and
politic, duly organized and existing under the laws of the State of California (the State") and that
as such, I am authorized to execute this Certificate on behalf of the Authority in connection with
the issuance of the above-captioned Bonds (the "Bonds").
I hereby further certify on behalf of the Authority that:
(1) The representations and warranties of the Authority contained in Section
4 of that certain purchase contract by and among the Authority, the CFD Financing Authority
and Stone & Youngberg LLC, dated , 1996 (the "Purchase Contract") are
true and correct and in all material respects as of the date hereof as if made on the date hereof,
(2) The Authority has complied with all agreements, covenants and conditions
to be complied with by the Authority on or prior to the date hereof under the Authority
Documents;
(3) To the best of my knowledge, other than as described in the Official
Statement, no litigation is pending with respect to which the Authority has been served with
process or threatened against the Authority (either in state or federal courts) (i) to restrain or
enjoin the issuance or delivery of any of the Bonds; (ii) in any way contesting or affecting the
authority of the Authority for the execution or delivery of the Bonds, or the validity of the
Authority Documents; or (iii) in any way contesting the existence or powers of the Authority,
as such existence or powers in any way relate to the issuance of the Bonds, or the Authority's
obligations under the Authority Documents; and
(4) The statements and information contained in the Official Statement
concerning the Authority do not contain any untrue statement of material fact or omit to state
any fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading in any material respect.
Capitalized terms not defined herein shall have the same meaning as is set forth
in the Purchase Contract.
Exhibit J
[L252424.51 Page 3
[11/19/% DRAFN
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
date hereinbelow set forth.
Dated: 1996
OLD TOWN/WESTSIDE IMPROVEMENT
AUTHORITY
By:
Exhibit J
[L252424.51 Page 4
[11/19/% DRAF-N
EXHIBIT K
OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY
1996 LOCAL AGENCY REVENUE BONDS
CERTIFICATE OF THE OLD TOWN/WESTSEI)E CO
FACILrrEES
DISTRICT NO. 1 (OLD TOWN AREA PUBLIC IMPROVEMEENTS)
1, , hereby certify that I am the of
the Old Town/Westside Community Facilities District No. 1 (Old Town Area Public
Improvements) (the "CFD Financing Authority"), a public body, corporate and politic, duly
organized and existing under the laws of the State of California (the State") and that as such, I
am authorized to execute this Certificate on behalf of the Authority in connection with the
issuance of the above-captioned Bonds (the "Bonds").
I hereby further certify on behalf of the CFD Financing Authority that:
(1) The representations and warranties of the CFD Financing Authority
contained in the Purchase Contract and the Bond Purchase Agreement are true and correct in all
material respects on and as of the Closing Date as if made on the date of Closing;
(2) Except as described in the Official Statement, there is no action, suit,
proceeding or investigation before or by any court, public board or body known to be pending
or threatened, wherein an unfavorable decision, ruling or finding would: (A) affect the creation,
organization, existence or powers of the CFD Financing Authority, or the titles of its members
and officers to their respective offices, (B) enjoin or restrain the issuance, sale and delivery of
the Local Agency Bonds, the levy or collection of the special taxes or any other moneys or
property pledged or to be pledged under the Fiscal Agent Agreement, or the pledge thereof,
(C) in any way question or affect any of the rights, powers, duties or obligations of the City
with respect to the moneys and asserts pledged or to be pledged to pay the principal of,
premium, if any, or interest on the Local Agency Bonds, (D) in any way question or affect any
authority for the issuance of the Local Agency Bonds, or the validity or enforceability of the
Local Agency Bonds or the transactions on the part of the CFD Financing Authority contained
in the Fiscal Agent Agreement, or (E) in any way question or affect the Bond Purchase
Agreement or the transactions on the part of the CFD Financing Authority contemplated by the
Bond Purchase Agreement, the Official Statement or the documents to which the CFD Financing
Authority is a party referred to in the Official Statement;
(3) The CFD Financing Authority has complied with all agreements, covenants
and arrangements, and satisfied all conditions, on its part to be complied with or satisfied
Exhibit K
Page 1
[L252424.51
[11/19/% DRAFT]
hereunder, under the Bond Purchase Agreement and under the Fiscal Agent Agreement on or
prior to the date of Closing; and
(4) To the best of its knowledge, no event affecting the CFD Financing
Authority has occurred since the date of the Official Statement which should be disclosed in the
Official Statement for the purposes for which it is necessary to disclose therein in order to make
the statements with respect to the CFD Financing Authority or the Local Agency Bonds not
misleading in any respect.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
date hereinbelow set forth.
Dated: 1996
OLD TOWN/WESTSIDE COMMUNITY
FACILJTIES DISTRICT NO. 1 (OLD
TOWN AREA PUBLIC IMPROVEMENTS)
By:
Exhibit K
Pacre 2
[L252424.51
EXHIBIT L
[11/19/96 DRAFrj
OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY
1996 LOCAL AGENCY REVENUE BONDS
CERTIFICATE OF FIRST TRUST OF
CALIFORNIA, NATIONAL ASSOCIATION
I, , hereby certify that I am the of
First Trust of California, National Association (the "Trustee"), a public body, corporate and
politic, duly organized and existing under the laws of the United States of America and that as
such, I am authorized to execute this Certificate on behalf of the Trustee in connection with the
issuance of the above-captioned Bonds (the "Bonds").
I hereby further certify on behalf of the Trustee that:
(1) The Trustee is duly organized and existing as a national banking
association under the laws of the United States of America having the full power and authority
to enter into and perfonn its duties under the Indenture and the Fiscal Agent Agreement, and
to execute and deliver the Bonds and the Local Agency Bonds, respectively;
(2)The Trustee is duly authorized to enter into and deliver the Indenture and
the Fiscal AgentAgreement are duly authorized, executed and delivered by the other respective
parties thereto,to execute and deliver the Bonds and the Local Agency Bonds;
(3) The execution and delivery by the Trustee of the Bonds, the Local Agency
Bonds, the Indenture and the Fiscal Agent Agreement, and compliance with the respective terms
thereof, will not conflict with, or result in a violation or breach of, or constitute a default under,
any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to
which the Trustee is a party or by which it is bound, or, to its best knowledge, any law or any
rule, regulation, order or decree of any court or governmental agency or body having
jurisdiction over the Trustee or any of its activities or properties (except that no representation,
warranty or agreement is made by the Trustee with respect to any federal or state securities or
blue sky laws or regulations) wherein such conflict, violation, breach or default would adversely
affect the ability of the Trustee to perform its respective obligations under the Indenture and the
Fiscal Agent Agreement;
(4) There is no action, suit, proceeding or investigation at law or in equity
before or by any court, public board or body, pending or, to the best of the knowledge of the
Trustee, threatened against or affecting the existence of the Trustee or in any way contesting or
Exhibit L
Page 1
[L252424.51
[11/19/% DRAFI]
affecting the validity or enforceability of the Bonds, the Local Agency Bonds, the Indenture or
the Fiscal Agent Agreement, or contesting the powers of the Trustee or its authority to enter into
and perform its obligations under any of the foregoing, or wherein an unfavorable decision,
ruling or finding would adversely affect the Trustee or the transactions contemplated in
connection with the execution and delivery of the Bonds or the Local Agency Bonds, or which,
in any way, would adversely affect the validity of the Bonds, the Local Agency Bonds, the
Indenture or the Fiscal Agent Agreement, or any agreement or instrument to which the Trustee
is a party and which is used or contemplated for use in the Indenture or the Fiscal Agent
Agreement or the consummation of the transactions contemplated in connection with the
execution and delivery of the Bonds or the Local Agency Bonds; and
(5) Subject to the respective provisions of the Indenture and the Fiscal Agent
Agreement, the Trustee will apply the proceeds of the Bonds and the Local Agency bonds to the
purposes specified in the Indenture and the Fiscal Agent Agreement, respectively.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
date hereinbelow set forth.
Dated: 1996
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION
By:
Exhibit L
Page 2
(L252424.51
EXHIBIT M
[11/19/% DRAFII
CERTWICATE OF SPECL4,L TAX CONSULTANT
Berryman & Henigar ("Tax Consultant"), Califonua, was
retained as Tax Rate Consultant and assisted in the preparation of and has reviewed the Rate and
Method of apportionment of the Special Tax set forth in Exhibit B to Resolution No.
of the Community Facilities District Financing Authority Community Facilities District No. 1
(Old Town Area Public Improvements). Based upon such review, Tax Consultant hereby
certifies that the Special Tax, if collected in the maximum amounts permitted pursuant to the
Special Tax Formula on the date hereof, would generate at least % of the gross annual debt
service on the Bonds, provided that the projected development figures of the attached Certificate
of IAndowner Information and the annual debt service figures on the attached debt service
schedule, which were relied upon by Tax Consultant, are substantially true and correct.
Although the Special Tax if collected in the maximum amounts pursuant to the Special Tax
Formula will generate at least % of the gross annual debt service payable with respect to the
Bonds each year, no representation is made herein as to actual amounts that will be collected in
future years.
All information supplied by Tax Consultant for use in the Official Statement,
dated , 1996 is true and correct as of the date of the Official Statement and as of the
date hereof, subject to the proviso set forth above with respect to information provided by
others.
Dated: 1996 BERRYMAN & HENIGAR
By
Exhibit M
Page 1
[L252424.51
[11/19/96 DRAFT]
EXHI]BIT N
CERTIFICATES AND OPINIONS OF FLUOR
[TO COME]
Exhibit N
Page I
CL252424.51
PRELIMINARY OFFICLKL STATEMIENT DATED . 1996
NEW ISSUE - BOOK-ENTRY ONLY NO RATING APPLIED FOR
In the opinion ofjones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however
to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax
purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations; it should be noted, however, thatfor the purpose of computing the alternative minimum tax imposed on corporations, such interest
is taken into account in determining certain income and earnings. In thefurther opinion ofbond Counsel, such interest is exemptfrom California
personal income taxes. See "TAX AMTTERS" herein.
S29,750,000-
DRAFT OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY DRAFT
1996 LOCAL AGENCY REVENUE BONDS
(OLD TOWN AREA)
Dated: December 1, 1996 Due: September 1, 2026, as shown below
THIS OFFICIAL STATEMENT IS FURNISHED SOLELY FOR THE PURPOSE OF CONSIDERATION BY PROSPECTIVE SOPHISTICATED
PURCHASERS OF THE ABOVE-CAPTIONED BONDS WITH THE EXPERIENCE AND FINANCIAL EXPERTISE TO UNDERSTAND AND
EVALUATE THE HIGH DEGREE OF RISK @RENT IN THIS @STMENT. PURCHASE OF THE BONDS WILL CONSTITUTE AN
INVESTMENT SECURED SOLELY BY A PLEDGE OF PRINCIPAL AND INTEREST PAYMENTS, IF ANY, ON THE LOCAL AGENCY
BONDS (DEFINED BELOW). THE PURCHASE OF THE BONDS IS AN @STMENT SUBJECT TO A HIGH DEGREE OF RISK,
INCLUDING THE RISK OF NON-PAYMENT OF PRINCIPAL AND INTEREST.
The Bonds are being issued by the Old Town/Westside Improvement Authority (the "Authority") to provide fiends to acquire the Old
Town/Westside Community Facilities District Financing Authority Community Facilities District No. I (Old Town Area Public Improvements)
1996 Special Tax Bonds (the "Local Agency Bonds"), which will finance certain public improvements, including the first phase of a freeway
bypass road and appurtenant facilities and other improvements as further described herein (the "Public Improvements") located in or adjacent to
the Old Town/Westside Community Facilities District Financing Authority Community Facilities District No. I (Old Town Area Public
Improvements) (the "District"). Some of the Public Improvements are being constructed in conjunction with the construction of a proposed
development known as the "Old Town Temecula Entertainment Center," which is a proposed live theater and retail complex to be located in
Temecula, California.
The Bonds are authorized to be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, as amended (the "Bond Law"),
and will be issued pursuant to an Indenture of Trust, dated as of December 1, 1996 (the "Indenture"), between the Authority and First Trust of
California, National Association, as trustee (the "Tnistee"), and a resolution of the Authority approving the Indenture. The only source of moneys
to pay the debt service on the Bonds is amounts derived fi-om the collection of the Special Tax (as defmed herein) by the Old Town/Westside
Community Facilities District Financing Authority (the "CFD Financing Authority") and its application to the payment of the principal and interest
on the Local Agency Bonds. The Local Agency Bonds are authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended
(Sections 5331 1 et seq. of the Government Code of the State of California), a resolution adopted by the Board of Directors of the CFD Financing
Authority on June 11, 1996, and a Fiscal Agent Agreement between the CFD Financing Authority and First Trust of California, National
Association, acting as the Fiscal Agent. The Local Agency Bonds are payable from proceeds of an annual Special Tax (as defined herein) to be
levied on and collected from owners of real property located within the District and moneys deposited in certain funds established under the Fiscal
Agent Agreement.
The Bonds when issued will be registered in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company
("DTC"), New York, New York. Purchases of beneficial interests in the Bonds will be made in book-entiy-only form. The Bonds are being
issued as fully registered Bonds in denominations of $100,000 or any integral multiple of $5,000 in excess thereof. Interest on the Bonds is
payable on March I and September I to maturity or earlier redemption (each, an "Interest Payment Date"), commencing March 1, 1997. The
Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See "THE BONDS - Optional
Redemption," " - Mandatory Redemption" and " - Mandatory Sinking Payment Redemption" herein.
Principal of and interest on the Bonds will be payable directly to DTC as the registered owner of the Bonds by the Trustee.
Disbursement of such payments to the DTC participants is the responsibility of DTC and disbursements of such payments to the beneficial owners
is the responsibility of the DTC participants and the indirect participants, as more fully described herein. Any purchaser as a beneficial owner
of a Bond must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of
and interest on a Bond. See "THE BONDS - Book-Entry-Only System" herein.
THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE AUTHORITY, THE CID FINANCING AUTHORITY,
THE CITY OF TEMECULA, THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, THE STATE OF CALIFORNIA
OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT
LIMITATION OR RESTRICTION, OR A PLEDGE OF THE FAITH AND CREDIT OF THE AUTHORITY, THE CFD FINANCING
AUTHORITY OR THE CITY. THE OBLIGATION OF THE AUTHORITY TO PAY PRINCIPAL OF OR INTEREST ON THE
BONDS DOES NOT CONSTITUTE AN OBLIGATION OF THE AUTHORITY FOR WHICH THE AUTHORITY IS OBLIGATED
TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE AUTHORITY HAS LEVIED OR PLEDGED ANY FORM
OF TAXATION. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CID FINANCING AUTHORITY, THE CITY, OR
THE AUTHORITY, BUT ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM THE REVENUES AND
AMOUNTS PLEDGED THEREFORE UNDER THE INDENTURE.
THE OBLIGATION OF THE CID FINANCING AUTHORITY TO MAKE PAYMENTS WITH RESPECT TO THE LOCAL
AGENCY BONDS DOES NOT CONSTITUTE AN OBLIGATION OF THE CFD FINANCING AUTHORITY FOR WHICH THE CFD
FINANCING AUTHORITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION, OR FOR WHICH THE CFD
FINANCING AUTHORITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION, OTHER THAN THE SPECIAL TAX. THE
'Preliminary, subject to change.
[L289429.81 DRAFT dated November 19, 1996
LOCAL AGENCY BONDS ARE LINUTED OBLIGATIONS OF THE CFI) FINANCING AUTHORITY PAYABLE SOLELY FROM
THE SOURCES SPECIFICALLY PROVIDED IN THE FISCAL AGENT AGREEMENT.
This cover page contains information for quick reference only. It is not intended to summarize all relevant parts
of the Official Statement or this issue. Prospective purchased must read the entire Official Statement to obtain information
essential to the making of any informed investment decision with respect to the Bonds. See the section of this Official
Statement entitled "SPECIAL RISK FACTORS" for a discussion of risk factors that should be considered, in addition to
other matters set forth herein, in evaluating the investment quality of the Bonds.
MATURITY SCHEDULE
S29,750,M % Term bmds
Due September 1, 2026 - Price %
(Pi= accrued intermt from December 1, 1996)
The Bonds are offered when, as and if issued and received by the Underwriter, subject to the approval as to their legality by Jones Hall
Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, and certain other conditions. Certain legal matters
will be passed upon for the Underwriter by Munger, Tolies & Olson, Los A ngeles. California, for the A uthority and the CFD Financing A uthorit.v
by Richards, Watson & Gershom Los Angeles, California, andfor the Developer by Cox, Ca!rtle & Nicholson, LLP, Los Angeles, California.
It is anticipated that the Bonds in book-entry form will be available for delivery through The Depository Trust Company in New York New York
on or about December -, 1996
Stone & Youngberg LLC
Dated: 1996
[L289429.81 DRAFT dated November 19, 1996
No dealer, broker, salesperson or other person has been authorized by Stone & Youngberg LLC (the "Underwriter"), the
Authority or the CFD Financing Authority to give any infomation or to make any representations, other than those contained
herein, in connection with the offering of the Bonds described herein, and, if given or made, such other information or
representation must not be relied upon as having been authorized by the Authority, the Underwriter or the CFD Financing
Authority. This Official Statement does not constitute an offer to sell nor the solicitation of any offer to buy nor shall there by
any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation
or sale.
This Official Statement is not to be construed to be a contract with the purchasers of the Bonds. Statements contained
in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are
intended solely as such and are not to be construed as representations of fact.
The information set forth herein has been obtained from sources which are believed to be reliable but it is not guaranteed
as to accuracy or completeness, and is not to be construed as a representation by the Underwriter, the Authority or the CFD
Financing Authority. Neither the CFD Financing Authority nor the Authority has made any independent verification of the
information contained herein. The information and expression of opinions contained herein are subject to change without notice,
and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Authority, the Developer or the CFD Financing Authority or any
other party described herein since the date hereof.
This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced
or used, in whole or in part, for any other purpose. The CFD Financing Authority and the Developer have covenanted to provide
secondary market disclosure regarding certain information and'events which may occur over the life of the Bonds.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN
RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
[L289429.81 DRAFT dated November 19, 1996
$2997509000-
OLD TOWN/WESTSIDE IWROVEMENT AUTHORITY
1996 LOCAL AGENCY REVENUE BONDS
(OLD TOWN AREA)
Authority and CFD Financing Authority Board of Directors
Karel Lindemans
Pat Birdsall
Jeff Stone
Ron Roberts
Steve Ford
Authority and CFD Financing Authority Officials
Ronald E. Bradley, Executive Director
Genie Roberts, Treasurer
June Greek, Secretary
SPECL4,L SERVICES
Bond Counsel
Jones Hall Hill & @te,
A Professional Law Corporation
San Francisco, California
City Attorney, and General Counsel to the Authority and the CFD Financing Authority
Richards, Watson & Gershon
Los Angeles, California
Trustee and Fiscal Agent
First Trust of California, National Association
St. Paul, Minnesota
Special Tax Consultant Appraiser
Berryman & Henigar Brown, Chudleigh, Schuler and Associates
San Diego, California Torrance, California
'Preliminary, subject to change.
[L289429.81 (ii) DRAFT dated Novembor 19, 1996
OMCL4L STA
TABLE OF CONTENTS
INTRODUCTION 1
General 1
The Authority 1
The CFD Financing Authority 1
The City 2
Authorization and Purpose of Bonds 2
Security for the Bonds 2
The District, the Development and the Project 3
Estimated Market Value 4
Redemption 5
Risk Factors 5
Continuing Disclosure 5
Limited Obligations 5
THE BONDS 6
General Provisions 6
Book-Entry-Only System 6
Registration of Exchange or Transfer 8
Mutilated, Lost, Destroyed or Stolen Bonds 8
Redemption 8
Optional Redemption 8
Mandatory Redemption 9
Mandatory Sinking Fund Redemption 9
Selection of Bonds for Redemption 10
Notice of Redemption 10
Estimated Annual Debt Service Schedule 11
SOURCES AND USES OF FUNDS 13
SECURITY FOR THE BONDS 14
Pledge Under the Indenture 14
Funds, Accounts and Flow of Funds 14
Program Fund 14
Revenue Fund, Principal Account, Interest Account and Reden4)tion Account 14
Flow of Funds 15
Reserve Fund for the Local Agency Bonds 15
Disposition and Amendment of the Local Agency Bonds 16
THE LOCAL AGENCY BONDS 16
Authorization and Purpose of Local Agency Bonds 16
General Provisions of The Local Agency Bonds 16
The District 16
The Project 17
Security for the Local Agency Bonds 17
Reserve Fund 19
Proceeds of Foreclosure Sales 19
[L289429.81 (iii)
Property Ownership; Direct and Overlapping Debt 20
Land Values 22
SPECIAL RISK FACTORS 22
Risks Associated with Failure to Complete Project or Development 22
Risks Associated with Financial Failure of Development 23
Change in Management 24
Conipetition 24
Reliance on a Single Market 24
Reliance on Tourist Visitor Market 24
Local Lodging Availability and Development 24
Risks Associated with Substantial Leverage; Ability to Service Debt 25
Concentration of Ownership 25
Land Values and Appraisal 26
Lack of Operating History 26
Risks Associated with Operating Projections 27
Potential Delay and Lirnitation in Foreclosure Proceedings 27
Bankruptcy 28
Eminent Domain 29
Failure to Develop Land 30
Parity Debt; Additional Indebtedness 30
Local, State and FederO Land Use Regulations 30
Earthquakes 31
No Acceleration Provision 31
Insufficiency of Special Taxes 31
Limitations on Remedies 32
Loss of Tax Exemption 32
Hazardous Materials 32
Limitations on Tax Revenues 33
Limited Secondary Market 34
Risks Associated with Proposition 218 34
Dependence upon Fluor Daniel for Construction 34
Litigation 35
THE PROJECT 35
Description of the Project 36
Construction Management and Supervision Agreement; Limited Completion Guaranty 38
Joint Connnunity Facilities Agreements 39
Financing Plan 39
PROPOSED DEVELOPMENT OF OLD TOWN TEMECULA ENTERTAINMENT CENTER 39
General 40
The Developer 40
Temecula Entertaimnent Valley, Inc 41
Fluor Daniel Temecula, Inc 41
Entrepreneurial Ente ent Corporation, Inc 41
Management of the Development 41
Officers of the Developer 41
Management Co=Wttee 42
[L289429'.81 (iv)
OGDEN Ente@ent Services, Inc 42
Ownership of the Real Property 43
Old Town Core 43
Arena "
Parldng u
Open Space 44
Hotel/Connnercial 44
Residential/RV Park 45
Govermnental Approvals and Agreements 45
Advisory Election 45
The Specific Plans 45
Tentative and Final Maps 46
Master Conditional Use Pe@t 46
Zoning 46
The Development Agreement 46
Owner Participation Agreement 46
Envirorunental Review 47
Govermnent Envirorunental Pennits 47
Development Coniponents 48
Private Financing 50
Future Plans for the Development 51
THE AUTHORITY 51
THE CFD FINANCING AUTHORITY 52
THE CITY 52
CONCLUDING INFORMATION 53
Certain Legal Matters 53
No Rating 53
Underwriting 54
Litigation 54
Tax Matters 54
Miscellaneous 54
ENDICES:
Appendix A - Summary of the Principal Legal Documents
Appendix B - Rate and Method of Apportiomnent of Special Tax
Appendix C - Appraisal
Appendix D - Form of Opinion of Bond Counsel
Appendix E - General Iffonmtion Regarding the City of Temecula
Appendix F - Forms of Continuing Disclosure Certificates
Appendix G - Map of District
Appendix H - Old Town Temecula Operating Projection
CL269429.81 (V)
TABLES:
Table I - Bond Debt Service Schedule
Table 2 - Sources and Uses
Table 3 - Debt Report
[L289429.81 (vi)
$2997509000-
OLD TOWN/WESTSIDE IMPROVEM[ENT AUTHORITY
1996 LOCAL AGENCY REVENUE BONDS
(OLD TOWN AREA)
INTRODUCTION
This introduction contains only a brief summary of certain of the terms of the Bonds being offered. A full
review should be made of the entire Official Statement, including the cover page and the Appendices, and
of all documents referenced herein, should be made by persons interested in investing in the Bonds. All
statements contained in this introduction are qualified in their entirety by reference to the entire Official
Statement. References to and summaries ofprovisions of the laws of the State of California or any documents
referred to herein do not purport to be complete and such references are qualified in their entirety by
reference to the complete provisions thereof
INVESTMENT IN THE BONDS INVOLVES RISKS WHICH MAY NOT BE APPROPRIATE FOR
CERTAIN INVESTORS. THEREFORE, ONLY PERSONS WITH SUBSTANTIAL FINANCIAL
RESOURCES WHO UNDERSTAND THE RISKS OF INVESTMENT IN THE BONDS SHOULD
CONSIDER SUCH INVESTMENT.
General
The purpose of this Official Statement, which includes the cover page, Table of Contents and Appendices (the "Official
Statement"), is to provide certain information concerning the issuance by the Old Town/Westside Improvement Authority
(the "Authority") of its 1996 Local Agency Revenue Bonds (Old Town Area) (the "Bonds") in the aggregate principal
amount of $29,750,000.-
The Authority
The Authority is a joint exercise of powers authority organized and existing pursuant to the provisions of Articles
1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title I of the California Govenunent Code
(the "Act"), and that certain Old Town[Westside Improvement Authority Joint Exercise of Powers Agreement dated
November _, 1996 (the "Authority Agreement"), between the City of Temecula (the "City") and the Redevelopment
Agency of the City of Temecula (the "Agency"). Under applicable law, the Authority is a legal entity, separate and
distinct from the City, the Agency and the CFD Financing Authority (described below), and the Authority's debts are
not the debts of the City, the Agency or the CFD Financing Authority. The Authority was created for the purpose of
assisting in the financing of public capital improvements in the Old Town area of the City and the Westside area of the
City and for other purposes which are authorized under the Act. The Authority has no assets, and it is not expected to
have any assets in the future other dm those pledged to the payment of the Bonds under the Indenture.
The CFD Financing Authority
The Old Town/Westside Con-ununity Facilities District Financing Authority ("CFD Financing Authority") is a
joint exercise of powers authority organized and existing pursuant to the Act, and that certain Old Town/Westside
Connnunity Facilities District Financing Authority Joint Exercises of Powers Agreement, dated September 12, 1995,
between the City and the Agency. Under applicable law, the CFD Financing Authority is a legal entity, separate and
distinct from the City, the Agency and the Authority, and the CFD Financing Authority's debts are not the debts of the
'Preliminary, subject to change.
[L289429.81 DRAFT dated Novembw 19, 1996
City, the Agency or the Authority. The CFD Financing Authority was created for the purpose of forming the District
(as defined below) and issue bonds therefor, and for other purposes which are authorized under the Act. The CFD
Financing Authority has no assets, and it is not expected to have any assets in the future other than those pledged to the
payment of the Local Agency Bonds (as defined below).
The City
The City incorporated under the general laws of the State of California on December 1, 1989. It is located in
the County of Riverside on Interstate 15, forty-five miles south of the City of Riverside and sixty miles north of the City
of San Diego. The City has no liability whatsoever with respect to the Bonds or the Local Agency Bonds. General
information regarding the City is set forth in Appendix E hereto, and is intended for informational purposes only.
Authorization and Purpose of Bonds
The Bonds are being issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article
4 (conunencing with Section 6584) of the Act, and an Indenture of Trust dated as of December 1, 1996 (the "Indenture"),
between the Authority and First Trust of California, National Association, as trustee (the "Trustee"). The Bonds are
being issued to acquire the Old Town/Westside Con-ununity Facilities District Financing Authority Community Facilities
District No. I (Old Town Area Public Improvements) 1996 Special Tax Bonds (the "Local Agency Bonds"). The Local
Agency Bonds are being issued to finance certain public improvements (the 'Project"), including the first phase of a
freeway bypass road and appurtenant facilities and other improvements as further described herein (the "Public
Improvements") located in or adjacent to the Old Town/Westside Community Facilities District Financing Authority
Community Facilities District No. 1 (Old Town Area Public Improvements) (the "District"). See "THE PROJECT"
herein. Some of the Public Improvements are being constructed in conjunction with the proposed development known
as Old Town Temecula Entertainment Center (die "Development"), which is a proposed live theater and retail complex
to be located in the City as more fully described under "PROPOSED DEVELOPMENT OF OLD TOWN TEMECULA
ENTERTAINMENT CENTER" herein, and otherwise to provide public infrastructure needed for development in these
areas of the City.
The Local Agency Bonds will be issued by the CFD Financing Authority for the District pursuant to that certain
Fiscal Agent Agreement dated as of December 1, 1996 (the "Fiscal Agent Agreement") between the CFD Financing
Authority and First Trust of California, National Association, acting as the fiscal agent (the "Fiscal Agent"). Pursuant
to the Fiscal Agent Agreement, the CFD Financing Authority, on behalf of the District, will make principal and interest
payments with respect to the Local Agency Bonds (the 'Special Tax Revenues"), subject to the provisions of the Fiscal
Agent Agreement. The Local Agency Bonds constitute a limited obligation of the CFD Financing Authority solely
payable from the proceeds of an annual special tax to be levied on certain real property within the District (the "Special
Tax") and amounts in certain funds held under the Fiscal Agent Agreement. The CFD Financing Authority has
covenanted in the Fiscal Agent Agreement to annually reconcile Special Tax levies and Special Tax collections, and to
initiate judicial foreclosure proceedings in the event of the discovery of delinquent payments of Special Taxes following
such annual reconciliations. The Special Tax is to be levied according to a Rate and Method of Apportionment of Special
Tax (the "Rate and Method of Apportionment") approved by a vote of the qualified electors within the District. See
"THE LOCAL AGENCY BONDS" and APPENDIX B - "RATE AND METHOD OF APPORTIONMENT OF SPECIAL
TAX" herein.
Security for the Bonds
The Bonds are equally secured by a first lien on and pledge of all of the Revenues (as defined below). Payment
of the principal of, premium, if any, and interest on the Bonds will be made from Revenues held in the Revenue Fund
under the Indenture. The term "Revenues" includes (a) all amounts derived from or with respect to the Local Agency
Bonds, including but not limited to all payments of principal thereof and interest thereon, and (b) investment income with
respect to any moneys held by the Trustee in the funds and accounts established under the Indenture. The Trustee will
[L289429.81 2 DRAFT dated November 19, 1996
not have any obligation or liability to the Owners to make payments of the principal of, premium, if any, or interest on
the Bonds except from Revenues or other mnounts available to it under the Indenture for such purposes. Other than the
proceeds of debt service paid on the Local Agency Bonds deposited to the Revenue Fund under the Indenture and accrued
interest on the Bonds paid by the initial purchasers of the Bonds, it is not expected that there will be any amounts held
in the funds and accounts established under the Indenture available for payment on the Bonds. There is no reserve @
established or held under the Indenture; however, a Reserve Fund providing security for payment of the Local Agency
Bonds will be established under the Fiscal Agent Agreement. See "THE LOCAL AGENCY BONDS - Reserve Fund"
herein.
All Revenues will be deposited by the Trustee into the Revenue Fund established under the Indenture. In
accordance with the provisions of the Indenture, in order to pay the principal of and interest on the Bonds, on each
Interest Payment Date (as defmed below), the Trustee will transfer from the Revenue Fund and deposit into the following
respective accounts within the Revenue Fund, the following arnounts in the following order of priority: (a) into the
Interest Account, an amount required to cause the aggregate amount on deposit therein to equal the ainount of interest
becoming due and payable on such Interest Payment Date on all outstanding Bonds; and (b) into the Principal Account,
an arnount required to cause the aggregate amount on deposit therein to equal the principal arnount or the redemption
price of the Bonds coming due and payable on such date. Notwithstanding the foregoing, Revenues constituting
redemptions (other than scheduled sinking account redemptions) of the Local Agency Bonds will be deposited directly
to the Redemption Account of the Revenue Fund and used to redeem Bonds. See "SECURITY FOR THE BONDS -
Funds, Accounts and Flow of Funds" herein.
Principal and interest on the Local Agency Bonds will be payable from Special Taxes and amounts held in the
fund and accounts listed under the Fiscal Agent Agreement. The payment of Special Taxes will be secured by a lien on
Although the unpaid Special Taxes constitute liens on of real property wi&W the District, they do
not constitute a personal indebtedness of the property owners (including Old Town Entertainment, LLC (the
"Developer"), the members of the Developer or any awdiates of such members). There is no ce that the
Developer will be rmmcially able to pay the Special Taxes levied on property owned by the Developer or that ft
will pay such Special Taxes even though financially able to do so. Payment of Special Taxes may be dependent
upon the completion and rmancial success of the proposed development to occur in the District. If the development
is not completed, or ff it is completed but is not @ciafly successful, the Developer or other property owners may
not have the abflity to pay the Special Taxes or the inclination to pay the Special Taxes even ff fmandauy able to
do so.
Pursuant to the Fiscal Agent Agreement, the Fiscal Agent will establish and maintain a Reserve Fund (the
"Reserve Fund"). Monies in the Reserve Fund will be held by the Fiscal Agent in trust for, and subject to a lien in favor
of, the Authority, as owner of the Local Agency Bonds, as a reserve for the payment of the principal of and interest on
the Local Agency Bonds. See "THE LOCAL AGENCY BONDS -- Reserve Fund" herein.
The District, the Development and the Project
The District encompasses approximately 163 net acres (net of public improvements and rights of way). The
District consists of six distinct areas )mown as follows:
(i)Old Town Core (approximately 8 acres);
(ii)Arena (approximately 26 acres)
(iii)Parking (approximately 19 acres)
(iv)Hotel/Commercial (approximately 24 acres);
(v)Residential/RV Park (approximately 17 acres); and
(vi)Open Space (approximately 69.5 acres).
EL289429.81 3 DRAFT dated Novembw 19, 1996
the real property within the District.
While the land within the District is presently owned by various individuals and the City, Temecula Ente nt
Valley, Inc. or its predecessor T.Z.B.G., Inc., a California corporation (collectively "TEV"), is in escrow to purchase
all of the land within the District. Except for the Residential/RV Park property, TEV intends to close escrow on all of
the property in the District simultaneously with the issuance of the Bonds. TEV then intends immediately to transfer to
the Developer title to all of the property purchased, except the Hotel Commercial property (title to which is expected to
be conveyed to the members of the Holding Company). TEV does not presently intend to purchase the Residential/RV
Park property simultaneously with the other properties. TEV may purchase the Residential/RV Park property at some
point in the future, and such purchase might or might not occur prior to April 23, 1997.
If the Residential/RV Park property is not purchased by TEV on or before April 23, 1997, the Special Taxes will
not be levied against that property, despite its inclusion in the District. See "THE LOCAL AGENCY BONDS -- Security
fortheLocalAgencyBonds"herein. EventhoughSpecialTaxesmaybeleviedagainsttheResidential/RVParkproperty
in the future (if TEV purchases it or the owner consents to be taxed), for purposes of this Official Statement, the
definition of "Taxable Property" shall exclude the Residential/RV Property. See "THE LOCAL AGENCY BONDS -
Security for the Local Agency Bonds" herein. Furthermore, no Special Taxes will be levied against the Open Space
property because it is being dedicated for use as open space in environmental mitigation. See "THE LOCAL AGENCY
BONDS - Security for the Local Agency Bonds" herein. Consequently, for purposes of this Official Statement, "Taxable
Property" shall refer n@l to the Old Town Core, Arena, Parking, and Hotel/Commercial properties.
The "Development" is comprised of approximately 53 acres, consisting of the Arena property, the Parking
property and the Old Town Core property. See "PROPOSED DEVELOPMENT OF OLD TOWN TEMECULA
ENTERTAINMENT CENTER -- Ownership of the Property" below.
The Project is comprised of various public capital improvements to be constructed in the Old Town area of the
City designed to meet the requirements of the City's Old Town Specific Plan, and various public capital improvements,
primarily consisting of the first phase of a new freeway bypass road, to be constructed in the Westside area of the City
designed to meet the requirements of the City's Westside Specific Plan. The Project will be constructed under the
supervision of Fluor Daniel, Inc. ("Fluor Daniel") pursuant to the Construction Management and Supervision Agreement
between Fluor Daniel and the Authority dated as of December 1, 1996. See "THE PROJECT - Construction
Management and Supervision Agreement; Limited Completion Guaranty" herein.
Any representations in ffib Official Statement regarding the Development, the Developer or Fluor D@el
have been provided by the Developer and Fluor Daniel, respectively, and none of the Authority, the CFD Financing
Authority or the Underwriter make any representation as to the accuracy or completeness thereof.
Estimated @ket Value
An appraisal of the Taxable Property currently within the District (the "Appraisal") has been prepared by Brown,
Chudleigh, Schuler and Associates of Torrance, California (the "Appraiser"). The Appraisal sets forth the Appraiser's
conclusions and assumptions with respect to the fee simple market value, as defmed, of the District at various times. The
Appraiser concluded that the fee simple market value of the Taxable Property within the District as of November 3, 1996
would be $41,700,000 with the Public Improvements in place, and would be $173,000,000 upon completion of the
Development. In addition, the Appraiser concluded that the fee simple market value of the Residential/RV Park property
with the Public Improvements in place would be $6,900,000. However, as discussed at "- The District, the Development
and the Project" and "THE LOCAL AGENCY BONDS -- Security for the Local Agency Bonds" herein, there can be
no assurance that the Residential/RV Park property will be subject to the Special Taxes or, consequently, that this
property will be security for the Bonds. The Appraisal is subject to numerous conditions and stipulations which are set
forth in detail in the Appraisal included as Appendix C and which should be reviewed carefully. Neither the CFD
Financing Authority nor the Authority makes any representation as to the accuracy or completeness of the Appraisal.
CL289429.81 4 DRAFT dated Nov*mbw 19, 1996
Redeinption
The Bonds are subject to optional and mandatory redemption prior to maturity, as more fully described herein.
See "THE BONDS -- Optional Redemption, Mandatory Redemption" and Mandatory Sinking Fund Redemption"
herein.
Risk Factors
There are risks inherent in the purchase of the Bonds. See "SPECIAL RISK FACTORS" herein for a discussion
of some of the risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the
investment quality of the Bonds.
Continuing Disclosure
The Developer and the CFD Financing Authority will each independently covenant to provide certain financial
information and operating data relating to themselves each year (the 'Annual Reports"), and to provide notices of the
occurrence of certain other enumerated events if deemed by them to be material. The Annual Reports will be filed by
the Trustee, as dissemination agent, with each Nationally Recognized Municipal Securities Information Repository
certified by the Securities and Exchange Commission (the "Repositories") and a State of California ("State") repository,
if any, and may also be obtained directly from the Trustee. The notices of material events will be timely filed by the
Trustee, as dissemination agent with the Municipal Securities RulenmUng Board, the Repositories and a State repository,
if any. The specific nature of the information to be contained in the Annual Report or the notices of material events and
certain other terms of the continuing disclosure obligations are described in detail in APPENDIX F - "Forms of
Continuing Disclosure Certificates. " Neither the Authority nor the CFD Financing Authority has any responsibility for
enforcing the obligations of other parties described herein to provide continuing disclosures as required by the Continuing
Disclosure Certificates and a failure to provide any such information is not an event of default under the Indenture or the
Fiscal Agent Agreement.
Limited Obligations
THE BONDS DO NOT CONSTTTUT'E AN INDEBTEDNESS OF THE CFD FINANCING AUTHORITY,
THE CITY OF TEMECULA, THE REDEVELOPMOENT AGENCY. OF THE CITY OF TEMECULA, THE STATE
OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS T.HE MEANING OF ANY
CONSTTTUTTONAL OR STATUTORY DEBT LEMGTATION OR RESTRICTION, OR A PLEDGE OF THE
FAITH AND CREDIT OF THE AUTHORITY, THE CFD FINANCING AUTHORITY OR THE CITY. THE
OBLIGATION OF THE AUTHORITY TO PAY PRINCI]PAL OF OR WMREST ON THE BONDS DOES NOT
CONSTTTUTE AN OBLIGATION OF THE AUTHORITY FOR WEE[CH THE AUTHORITY IS OBLIGATED
TO LEVY OR PLEDGE ANY FORM OF TAXATTON OR FOR WE[[CH THE AUTHORITY HAS LEVEED OR
PLEDGED ANY FORM OF TAXATTON. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CFD
FINANCING AUTHORITY, THE CITY, OR THE AUTHORITY, BUT ARE LEMTED OBLIGATIONS OF THE
AUTHORITYPAYABLESOLELYFROMTHEREVENUESANDAMOUNTSPLEDGEDTHEREFOREUNDER
T]IIE INDENTURE.
THE OBLIGATION OF THE CFD FINANCING AUTHORITY TO PAYMENTS WITH RESPECT
TO THE LOCAL AGENCY BONDS DOES NOT CONS AN OBLIGATION OF THE CFD FINANCING
AUTHORITY FOR WE[[CH THE CFD FINANCING AUTHORITY IS OBLIGATED TO LEVY OR PLEDGE
ANY FORM OF TAXATTON, OR FOR WE[ICH THE CFD FINANCING AUTHORITY HAS LEVEED OR
PLEDGED ANY FORM OF TAXATTON, OTHER THAN THE SPECIAL TAX. THE LOCAL AGENCY BONDS
ARE LIMITED OBLIGATIONS OF THE CFT) FINANCING AUTHORITY PAYABLIE SOLELY FROM THE
SOURCES SPECMCALLY PROVIDED IN THE FISCAL AGENT AGREEM[ENT.
[L289429.81 5 DRAFT datod November 19, 1996
THE BONDS
General Provisions
The Bonds will be issued in the aggregate principal ainount of $29,750,000', will be dated December 1, 1996,
will be payable as to interest at the rate per annum set forth on the cover page hereof, payable semiannually on each
March I and September I connnencing March 1, 1997 (each, an "Interest Payment Date"), and will mature on September
1, 2026. The Bonds are being delivered as fully registered bonds without coupons in the denominations of $ 100,000 each
or any integral multiple of $5,000 in excess thereof.
The principal of, and interest and premium, if any, on the Bonds is payable when due, by wire transfer of the
Trustee to The Depository Trust Company, New York, New York ("DTC"), which will in turn remit such principal,
interest and premium, if any, to its Participants (as defmed herein), which Participants will in turn remit such principal,
interest and premium, if any, to the Beneficial Owners (as defmed herein) of the Bonds, all as described below under
"THE BONDS - Book-Entry-Only System."
In the event that the Bonds are not registered in the name of Cede & Co., as noniinee of DTC, or another eligible
depository as described below, both the principal and redemption price, including any premium, on each Bond will be
payable only upon surrender of such Bond at the principal corporate trust office of the Trustee in St. Paul, Minnesota,
or such other office as may be designated by the Trustee (the "Trust Office"). In such event, interest on the Bonds will
be payable by check of the Trustee mailed by first class mail to the registered owners of record of the Bonds (the
"Owners") as of the fifteenth (15th) calendar day of the month immediately preceding the applicable Interest Payment
Date (the "Record Date") at the addresses shown on the registration books maintained by the Trustee for the Bonds, or,
upon written request filed with the Trustee as of a Record Date of an Owner of at least $1,000,000 in aggregate principal
amount of Bonds, by wire transfer in inunediately available funds to an account in the United States designated by such
Owner in such written request.
Book-Entry-Only System
Unless otherwise noted, the following description of the procedures and record keeping with respect to beneficial
ownership interests in the Bonds, payment of interest and other payments on the Bonds to Participants or Beneficial
Owners of the Bonds, confirmation and transfer of beneficial ownership interests in the Bonds and other bond-related
transactions by and between DTC, Participants and Beneficial Owners of the Bonds is based solely on information
furnished by DTC to the Authority for inclusion herein. Accordingly, the Authority, the CFD Financing Authority, and
Stone & Youngberg LLC (the "Underwriter") do not and cannot make any independent representations concerning these
matters.
When the Bonds are issued, ownership interests will be available to purchasers only through a book-entry-only
system maintained by DTC. Beneficial ownership in the Bonds niay be acquired or transferred only through book entries
made on the records of DTC and its Participants. If the Bonds are taken out of the book-entry-only system and delivered
to owners in physical form, as described below, the following discussion will not apply. In such event, see "- General
Provisions " above.
DTC will act as a securities depository for the Bonds. The Bonds will be issued as fully registered securities
registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Bond certificate will be issued
for the Bonds in the aggregate principal amount of the Bonds, and will be deposited with DTC.
*Preliminary, subject to change.
[L289429.81 6 DRAFT dated November 19, 1996
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants (the
"Participants') deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need of physical movement of securities certificates. "Direct Participants" include
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such
as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship, either
directly or indirectly, with a Direct Participant (the "Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive
a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (the "Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confimiations
providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to
be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry
system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may
or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Redemption notices shall be sent to Cede & Co. Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC
mails an Omnibus Proxy to the Authority as soon as possible after the Record Date. The Omnibus Proxy assigns Cede
& Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the Record
Date (identified in a listing attached to the Omnibus Proxy).
Payment of the principal of and interest and premium, if any, on the Bonds will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility
of such Participant and not of DTC, the Trustee or the Authority, subject to any statutory and regulatory requirements
as may be in effect from time to time. Payment of principal, interest and any premium to DTC is the responsibility of
the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement
of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
[L289429.81 7 DRAFT dated Nov*mbw 19, 1996
With respect to Bonds registered in the name of Cede & Co., the Authority and the Trustee have no
responsibility or obligation to any Partidpant or to any Beneficial Owner of such Bonds. Without Uimift the
immediately preceding sentence, the Authority and the Trustee have no responsibility or obligation with respect
to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any beneficial ownership
interest in the Bonds, (ii) the delivery to any Participant, Beneficial Owner or other person, other than DTC, of
any notice with respect to the Bonds, inclu&n any notice of redemption, (iii) the payment to any Participant,
Beneficial Owner or other person, other than DTC, of any amount with respect to the principal or redemption price
of, or any interest on, the Bonds, or (iv) any consent given or other action taken by DTC as owner of the Bonds.
The Authority and the Trustee may treat DTC as, and deem DTC to be, the absolute owner of each Bond for all
purposes whatsoever, including (but not limited to) (I) payment of the principal or redemption price of, and interest
on, each such Bond, (ii) giving notices of redemption and other matters with respect to such Bonds, and (iii)
registerin transfers with respect to such Bonds. The Trustee shall pay the principal or redemption price of, and
interest on, all Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully
satisfy and e the Authority's obligations with respect to such principal or redemption price, and interest,
to the extent of the sum or sums so paid.
So long as the Bonds are in book-entry-only form, all references herein to the Owners of the Bonds shall
mean DTC, and not the Beneficial Owners of the Bonds.
DTC may discontinue providing its service as securities depository with respect to the Bonds at any time by giving
reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Bond certificates are required to be prepared and delivered as described in the Indenture.
The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Bond certificates will be prepared and delivered as described in the Indenture.
Registmtion of Exchange or Transfer
Registration of the Bonds may be transferred only upon the books kept for registration and transfer of the Bonds
and Bonds may be exchanged upon surrender thereof to the Trustee together with an assignment duly executed by the
registered Owner or his duly authorized attorney or legal representative in such form as is satisfactory to the Trustee.
The Trustee, however, is not be required to register the transfer or exchange of any Bond (i) during the period established
by the Trustee for selection of Bonds for redemption or (ii) with respect to a Bond that has been selected for redemption.
The Trustee will collect from the Owner requesting such transfer or exchange any tax or other governmental charge
required to be paid with respect to such transfer.
Mutilated, Lost, Destroyed or Stolen Bonds
If any Bond is mutilated, lost, destroyed or stolen, the Authority will execute and the Trustee will authenticate
and deliver a new Bond or Bonds in replacement thereof in the same aggregate principal amount of the same interest rate
and of the same maturity. In the case of a lost, stolen or destroyed Bond, the Trustee may require satisfactory
indenuiification for the Authority and the Trustee prior to authenticating a new Bond. The Authority and the Trustee may
charge the owners of the Bonds for reasonable fees and expenses in connection with replacing mutilated, lost, stolen or
destroyed Bonds.
Redemption
Optional Redempdon. The Bonds maturing on or after September 1, 2007, are subject to redemption prior to
their respective maturity dates as a whole or in part from any source of available funds, on or after September 1, 2006,
upon payment of the following redemption prices (expressed as a percentage of the principal amount of the Bonds to be
redeemed), plus accrued interest thereon to the date of redemption:
[L289429.81 8 DRAFT dat*d November 19, 1996
Redempfion Dates Redemidon Prices
1, 2006 through 1, 2007 102%
1, 2007 through 1, 2008 101
1, 2008 and thereafter 100
Mandatory Redempdon Upon Prepayment of Local Agency Bonds. The Bonds are subject to mandatory
redemption, in whole or in part, on any Interest Payment Date on or after September 1, 2001, from and to the extent of
any Principal Prepayments (as defined below), at the following respective Redemption Prices (expressed as percentages
of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redempfion Dates Redemtdon Prices
1, 2001 and 1, 2002 102%
1, 2002 and 1, 2003 101
1, 2003 and thereafter 100
The term "Principal Prepayments" means any amounts received by the Trustee representing a redemption of the
Local Agency Bonds pursuant to the Fiscal Agent Agreement, consisting of the principal amount of the Local Agency
Bonds being redeemed and the premium paid upon such redemption; but excluding the amount of regularly scheduled
payments of principal of and interest on the Local Agency Bonds, or amounts paid as mandatory sinking fund payments
or amounts representing unused improvement fund monies under the Fiscal Agent Agreement.
The Bonds also shall be subject to mandatory redemption in part on any Interest Payment Date, at a redemption
price equal to the principal amount thereof to be redeemed, without premium, together with accrued interest to the date
fixed for redemption from the proceeds of a mandatory redenvtion of the Local Agency Bonds arising from unused
improvement fund monies under the Fiscal Agent Agreement.
In the event that the Fiscal Agent under the Fiscal Agent Agreement gives notice of the prepayment of any Local
Agency Bonds which will produce Principal Prepayments or from amounts representing unused improvement fund monies,
the Trustee will concurrently mail notice of the redemption of a like principal amount of Bonds as described above, such
redemption to occur on the date fixed for such redemption of the Local Agency Bonds. The proceeds of any such
redemption of the Local Agency Bonds will be applied by the Trustee to pay the redemption price of a like aggregate
principal amount of the Bonds as described above on the date of such prepayment of the Local Agency Bonds.
Mandatory Sinking Fund Redemption. The Bonds [maturing on September 1, I are subject to mandatory
redemption in part by lot, on September 1 in each year conunencing September 1, _, from sinking fund payments
made by the Authority into the Principal Account established under the Indenture, at a redemption price equal to the
principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on
September I in the respective years as set forth in the following table:
Sinking Fund Sinking Fund
Redemption Date Principal Redemption Date Principal
(SgRtember 1) Amount (Sotember 1) Amount
[L289429.81 DRAFT dated Noven%bw 19, 1996
In lieu of mandatory sinking fund redemption as described above, the'Trustee may apply amounts in the Principal
Account to the purchase of Term Bonds at public or private sale, as and when and at such prices (including brokerage
and other charges, but excluding accrued interest, which is payable from the Interest Account established under the
Indenture) as may be directed by the Authority, except that the purchase price (exclusive of accrued interest) may not
exceed the redemption price then applicable to the Term Bonds, as set forth in a written request of the Authority.
In addition, if some but not all of such Term Bonds have been redeemed pursuant to the optional redemption
provisions of the Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate
principal amount of such Term Bonds so redeemed, to be allocated among such sinking fund payments for any Term Bond
on a pro rata basis in integral multiples of $100,000 as determined by the Trustee.
Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less dm
all of the outstanding Bonds, the Bonds to be redeemed shall be selected for reden4)tion among maturities and within a
maturity by the Authority (evidenced pursuant to a Written Certificate delivered to the Trustee at least fifty (50) days prior
to the redemption date or such later date as shall be acceptable to the Trustee) on such basis that the remaining scheduled
payments of principal and interest on the Local Agency Bonds, together with other then available Revenues, will be
sufficient on a timely basis to pay debt service on the Bonds, as shall be demonstrated in a certificate of an Independent
Financial Consultant filed with the Trustee. The certificate of the Independent Financial Consultant shall specify (a) the
premium, if any, to be paid by the Local Agency under the Fiscal Agent Agreement in connection with such redemption,
(b) the principal amount and redemption date and price of any Bonds to be redeemed as a result of the redemption of the
Local Agency Bonds, (c) the date and principal amount of any sinking fund redemption payments specified in the
Indenture to be reduced as a consequence of any such redemption, and (d) the date and principal amount of any sinking
fund redemption payments specified in the Fiscal Agent Agreement to be reduced as a consequence of the proposed
redemption of the Local Agency Bonds. The Independent Financial Consultant's certificate shall conclude that, based
upon the information supplied in clauses (a) through (d) of the preceding sentence, and in reliance upon the Trustee, the
Fiscal Agent, the CFD Financing Authority and the Authority implementing the redemption of the Local Agency Bonds
and the Bonds in a manner consistent with such information, the aggregate of the principal and interest due on the Local
Agency Bonds which remain Outstanding (as defined in the Fiscal Agent Agreement) following such redemption will be
sufficient in time and amount to timely pay the principal and interest due on the Bonds which will remain Outstanding
following any redemption of the Bonds to occur under the Indenture as a result of the redemption of the Local Agency
Bonds under the Fiscal Agent Agreement.
In addition to the foregoing, Bonds may only be redeemed in $5,000 increments, and each Bond Outstanding
following any redemption shall be in a denomination authorized under the Indenture.
In the event only a portion of any Bond is called for redemption, then upon surrender of such Bond the Authority
shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new
Bond or Bonds of the same series and maturity date, of authorized denominations in aggregate principal amount equal
to the unredeemed portion of the Bond to be redeemed.
Nodce of Redemption. Pursuant to the Indenture, the Trustee, on behalf and at the expense of the Authority,
will mail by first class mail notice of any redemption to the respective Owners of any Bonds designated for redemption
at their respective addresses appearing on the Bond registration books, and to certain securities depositories and
information services, at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption.
However, neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the
proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon.
Any official notice of redemption must state: (i) the date of the notice, (ii) the redemption date, (iii) the
redemption place, and (iv) the redemption price. Such notice must also designate the CUSEP numbers, the serial numbers
of each maturity or maturities of Bonds to be redeemed (except that in the event of redemption of all of the Bonds of such
[L289429.81 10 DRAFT dated Novonbw 19, 1996
maturity or maturities in whole, the Trustee will designate such maturities or the maturity in whole without referencing
each individual number), and must require that such Bonds be then surrendered at the Trust Office.
Estimated Annual Debt Semce Schedule
The following table presents the debt service schedule for the Bonds, assuming no redemptions other than
mandatory sinking payment redemptions are made, and debt service is otherwise paid when due.
TABLE I
BOND DEBT SERVICE SCHEDULE
Total Annual
Period Ending Princil2al* Interest Debt Service
Mar 1, 1997 -
Sep 1, 1997 -
Mar 1, 1998 -
Sep 1, 1998 -
Mar 1, 1999
Sep 1, 1999
Mar 1, 2000
Sep 1, 2000
Mar 1, 2001
Sep 1, 2001
Mar 1, 2002
Sep1, 2002
Mar1, 2003
Sep1, 2003
Mar1, 2004
Sep1, 2004
Mar1, 2005
Sep1, 2005
Mar1, 2006
Preliminary, subject to change
[L289429.81 DRAFT dated Novembw 19, 1996
Period E d@in
Sep1, 2006
Mar1, 2007
Sep1, 2007
Mar1, 2008
Sep1, 2008
Mar1, 2009
Sep1, 2009
Mar1, 2010
Sep1, 2010
Mar1, 2011
Sep 1, 2011
Mar 1, 2012
Sep1, 2012
Mar1, 2013
Sep1, 2013
Mar1, 2014
Sep1, 2014
Mar 1, 2015
Sep1, 2015
Mar1, 2016
Sep1, 2016
Mar1, 2017
Sep1, 2017
Mar1, 2018
Sep1, 2018
Mar1, 2019
Sep1, 2019
Mar1, 2020
Sep1, 2020
Mar1, 2021
Sep1, 2021
Mar1, 2022
Sep1, 2022
Mar1, 2023
Sep1, 2023
Mar1, 2024
Sep1, 2024
Mar1, 2025
Sep1, 2025
Mar1, 2026
Sep1, 2026
TOTALS
Preliniinary, subject to change.
CL289429.81
PrinciRal* Interest -Debt Service
12 DRAFT &W Novembw 19, 1996
SOURCES AND USES OF FUNDS
The following table describes the estimated sources and application of the funds in connection with
the sale of the Bonds and the Local Agency Bonds.
TABLE 2
ESTIMATED SOURCES AND USES OF BOND PROCEEDS
The Bonds
Sources of Funds:
Principal Amount of Bonds $
Plus: Accrued Interest $
Less: Underwriter's Discount $
Total: $
Uses of Funds:
Prograin Fund $
Interest Account of the Revenue Fund' $
Total: $
The Local Agency Bonds
Sources of Funds: $
Principal Amount of Bonds $
Plus Original Issue Preniium $
Total: $
Uses of Funds:
hwrovement Fund $
Reserve Fund $
Costs of Issuance Fund $
Administrative Expense Fund $
Capitalized Interest Acct of Bond Fund $
Total: $
Represents accrued interest on the Bonds paid on the Closing Date.
[L289429.81 13 DRAFT dated November 19, 1996
SECLTRrrY FOR TIIE BONDS
Pledge Under the Indenture
The Bonds are equally secured by a first lien on and pledge of all of the Revenues. Payment of the principal of,
premium, if any, and interest on the Bonds will be made from Revenues held in the Revenue Fund under the Indenture.
The term "Revenues" includes (a) all amounts derived from or with respect to the Local Agency Bonds, including but
not limited to all payments of principal thereof and interest thereon, and (b) investment income with respect to any
moneys held by the Trustee in the funds and accounts established under the Indenture. The Trustee will not have any
obligation or liability to the Owners to make payments of the principal of, premium, if any, or interest on the Bonds
except from Revenues or other amounts available to it under the Indenture for such purposes. Other then the proceeds
of debt service payable on the Local Agency Bonds deposited to the Revenue Fund under the Indenture, it is not expected
that there will be any amounts held in the funds and accounts established under the Indenture available for payment on
the Bonds. There is no reserve fund established or held under the Indenture; however, a Reserve Fund providing security
for payment of the Local Agency Bonds will be established under the Fiscal Agent Agreement. Failure to pay principal
and interest on the Local Agency Bonds will result in a default in payment on the Bonds. For a more complete discussion
of some of the risks associated with an investment in the Bonds, see "SPECIAL RISK FACTORS" herein.
The Trustee, pursuant to the Indenture, will receive payments of principal of, premiums, if any, and interest on
the Local Agency Bonds for the benefit of the Owners of the Bonds. All such payments received by the Trustee shall
be promptly deposited into the Revenue Fund established prior to the Indenture. See "- Funds, Accounts and Flow of
Funds" below and APPENDIX A - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - THE INDENTURE."
The Bonds do not constitute an indebtedness of the Authority or the CFD Financing Authority within the meaning
of any constitutional or statutory limitations, but are payable solely from the Revenues described above. The Authority
has no assets, other than as pledged under the Indenture for the security of the Bonds. The general fund of the City, the
Agency, the CFD Financing Authority or the Authority is not liable, and the credit of the City, the CFD Financing
Authority or the Authority is not pledged, for the payment of the interest on or principal of the Bonds. The Owners of
the Bonds shall never have the right to require or compel the exercise of the forfeiture of any property of the City, the
Agency, the District, the CFD Financing Authority or the Authority, or the use of any funds of the City, the Agency,
the District or the CFD Financing Authority to pay the Bonds or the interest thereon or to make any sinking fund or other
payments provided in the Indenture.
Funds, Accounts and Flow of Funds
The Bonds are also secured by a first lien on and pledge of the moneys on deposit in the funds and accounts
established and maintained under the Indenture. There is no separate reserve fimd or account under the Indenture to
secure payment of the Bonds. The following are brief descriptions of some of the funds and accounts established under
the Indenture and the application of moneys on deposit therein.
Program Fund. The Program Fund is established under the Indenture to be held and administered by the Trustee.
On the date of issuance of the Bonds, the Trustee will withdraw all amounts in the Program Fund and apply such amounts
to the purchase of the Local Agency Bonds in accordance with the Indenture.
Revenue Fund, lWncipdAccount, InterestAccount and Redempdon Account. The Revenue Fund, the Principal
Account, the Interest Account and the Redemption Account are established under the Indenture to be held and
administered by the Trustee. All Revenues will be promptly deposited by the Trustee upon receipt thereof in the Revenue
Fund. To the extent available, the Trustee shall collect all Revenues promptly as such Revenues become due and payable,
and shall enforce and cause to be enforced, subject to the terms of the Indenture, all rights of the Trustee under and with
respect to the Local Agency Bonds. Moneys on deposit in the Revenue Fund will be tmmfeffed to the Interest Account,
[L289429.81 14 DRAFT dated Novembw 19, 1996
the Principal Account and the Redemption Account to be applied to the payment of principal and interest on the Bonds
as the same becomes due and payable, all in accordance with the terms of the Indenture.
Pursuant to the Indenture, the Authority has assigned and transferred in trust to the Trustee, for the benefit of
the Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest of the Authority
in the Local Agency Bonds. The Trustee shall be entitled to and shall receive all of the Revenues, and any Revenues
collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the
Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. To the extent available,
the Trustee shall collect all Revenues promptly as such Revenues become due and payable, and shall enforce and cause
to be enforced all rights of the Trustee under and with respect to the Local Agency Bonds.
Pursuant to the terms of the Fiscal Agent Agreement, the Local Agency Bonds are secured by the Special Taxes
received by the CFD Financing Authority. The Special Tax Revenues, if timely paid in full, will in the aggregate be
equal to the amount necessary for the Trustee to pay the principal and interest with respect to the Bonds due and payable
on each Interest Payment Date. All Special Tax Revenues received by the Trustee will be promptly deposited in the
Revenue Fund. These payments constitute, in effect, the sole source of funds to pay debt service on the Bonds.
F7ow of Funds. On each Interest Payment Date, the Trustee will transfer from the Revenue Fund, and deposit
into the following respective accounts within the Revenue Fund, the following amounts in the following order of priority:
(a) into the Interest Account, an amount required to cause the aggregate amount on deposit therein to equal the amount
of interest becoming due and payable on such Interest Payment Date on all outstanding Bonds; (b) into the Principal
Account, an amount required to cause the aggregate amount on deposit therein to equal the principal amount of the Bonds
coming due and payable on such date; (c) into the Redemption Account an amount equal to the principal and premium
on any Bonds to be redeemed on such date; and (d) all remaining amounts to the Surplus Fund.
All monies in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying
the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed prior
to maturity).
All monies in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying
the principal of all Bonds at the maturity thereof.
All monies in the Redemption Account will be used and withdrawn by the Trustee to pay the principal of and
premium, if any, on any Bonds upon the redemption thereof.
Promptly upon the deposit of amounts into the Surplus Account, the Trustee shall remit such amounts to the
Treasurer, to be used by the Treasurer (i) to make transfers to the Treasurer to be used by the CFD Financing Authority
for deposits to the Special Tax Fund (as defined in and established under the Fiscal Agency Agreement), in order to
reduce the Special Taxes levied in the current or the succeeding Fiscal Year upon the properties which are subject to
Special Taxes to pay the principal and interest on the Local Agency Bonds, or (ii) for any lawful purpose of the
Authority.
Reserve Fund for the Load Agency Bonds
Pursuant to the Fiscal Agent Agreement, the Fiscal Agent will establish and maintain the Reserve Fund. Monies
in the Reserve Fund will be held by the Fiscal Agent in trust for, and subject to a lien in favor of, the Authority, as
owner of the Local Agency Bonds, as a reserve for the payment of the principal of, and interest and any premium on,
the Local Agency Bonds. See 'THE LOCAL AGENCY BONDS - Reserve Fund" herein.
[L289429.81 15 DRAFT doW Nov 19,1996
Disposidon and Amendment of the Local Agency Bonds
The Trustee shall not sell or otherwise dispose of the Local Agency Bonds, or any interest therein, unless either
(a) there shall have occurred and be continuing an Event of Default under the Indenture; or (b) the proceeds derived by
the Trustee from such sale or other disposition are sufficient to enable the Trustee to redeem or release all of the
Outstanding Bonds in accordance with the terms of the Indenture. Neither the Trustee nor the Authority shall consent
or agree to consent to any amendment or modification of the Fiscal Agent Agreement or the Local Agency Bonds, unless
the Authority shall have obtained, and caused to be filed with the Trustee, (a) if applicable, the report of an Independent
Financial Consultant stating that such amendment or modification will not materially adversely impair the interests of the
Bond Owners under the Indenture, and will not cause a reduction in the amount of Revenues required to pay debt service
on the Bonds, and (b) an opinion of Bond Counsel stating that such amendment or modification will not materially
adversely impair the interests of the Bond Owners under the Indenture, and will not cause interest on the Bonds to be
includable in gross income of the Bond Owners for federal income tax purposes. The Trustee and the Authority may
conclusively rely on such report of the Independent Financial Consultant and Opinion of Bond Counsel and shall, in each
case, be protected in relying thereon.
TTIE LOCAL AGENCY BONDS
Authorization and Purpose of Local Agency Bonds
The Local Agency Bonds are being issued pursuant to the Mello-Roos Connnunity Facilities Act of 1982, as
amended, conunencing at Section 5331 1, et seq., of the California Government Code (the "Mello-Roos Act"), and a
Fiscal Agent Agreement, dated as of December 1, 1996 (the "Fiscal Agent Agreement"), between the CFD Financing
Authority for and on behalf of the District, and First Trust of California, National Association, as fiscal agent (the "Fiscal
Agent"). The Bonds are being issued to finance the construction and acquisition of the Public Improvements (defined
below).
The Mello-Roos Act was enacted by the California legislature to provide an alternate method of funding certain
public capital facilities and services. Once duly established, a community facilities district is a legally constituted
governmental entity within defined boundaries, with the legislative body of the related local agency acting on its behalf.
Subject to approval by a two-thirds vote of the voting qualified electors of the community facilities district and compliance
with provisions of the Mello-Roos Act, a legislative body of a local agency may issue bonds for a community facilities
district and may levy and collect a special tax within such district to repay such indebtedness.
General Provisions of The Local Agency Bonds
The Local Agency Bonds will be issued in the aggregate principal amount of $ will be dated the
Closing Date, will mature on September 1, 2026, and shall bear interest (calculated on the basis of a 360-day year of
twelve 30-day months) at the rate of % per annum. Interest will be payable on March 1 and September 1 of each
year, commencing March 1, 1997 (the "Interest Payment Dates"). It is the intent of the Authority that the interest and
principal due with respect to the Local Agency Bonds will at all tiines equal the principal and interest due with respect
to the Bonds. See "SECURITY FOR THE BONDS -- Funds, Accounts and Flow of Funds" herein.
The District
Pursuant to the Mello-Roos Act, on September 12, 1995, the Board of Directors of the CFD Financing Authority
adopted a resolution stating its intent to establish the District, to authorize the levy of special taxes (the 'Special Taxes"
or the "Special Tax") on certain land within the boundaries of the District, and to have the District incur bonded
indebtedness in an amount not to exceed $27,500,000. Following a public hearing conducted pursuant to the Mello-Roos
Act, on April 23, 1996, the Board of Directors adopted a resolution establishing the District (the "Resolution of
Formation") and calling a special election to submit to the qualified electors of the District the propositions authorizing
a levy of the Special Taxes and the incurring of bonded indebtedness. On April 23, 1996, at an election held pursuant
to the Mello-Roos Act, the landowners who comprised the qualified electors of the District voted by more than a % vote
to authorize the District to incur bonded indebtedness in an arnount not to exceed $27,500,000 and approved the levy of
[L289429.81 16 DRAFT daud Novenibw 19, 1996
Special Taxes pursuant to the Rate and Method of Apportionment set forth in the Resolution of Formation, which Special
Taxes will be levied to pay the principal of and interest on the authorized and issued bonded indebtedness, and the
administrative expenses of the CFD Financing Authority, the Authority and the City with respect to the District, the
Bonds and the Local Agency Bonds. See "- Security for the Local Agency Bonds" below. On July 9, 1996, the CFD
Financing Authority annexed certain property to the District, following a vote of the affected landowners.
The District encompasses approximately 163 net acres (net of public improvements and rights of way) and consists
of six distinct areas known as: (i) Old Town Core; (ii) Arena; (iii) Parking; (iv) Hotel/Conunercial; (v) Residential/RV
Park; and (vi) Open Space. While the land within the District is presently owned by various individuals and the City,
TEV is in escrow to purchase all of the land within the District. Except for the Residential/RV Park property, TEV
intends to close escrow on all of the property in the District simultaneously with the issuance of the Bonds. TEV then
intends irmnediately to transfer to the Developer title to all of the property purchased except the Hotel Commercial
property (title to which is expected to be conveyed to the members of the Holding Company). With regard to the
Residential/RV Park property, TEV ma purchase the property simultaneously with the other properties or at some time
in the future, but the property, if purchased, will not be transferred to the Developer.
The Project
The Local Agency Bonds are being issued to finance the construction and acquisition of certain public capital
improvements located within or in the vicinity of the District designed to meet the requirements of the City's Old Town
Specific Plan, and the first phase of a freeway bypass road and appurtenant facilities designed to meet the requirements
of the City's Westside Specific Plan (collectively, the "Public hWrovements"). The construction and acquisition of the
Public Improvements is referenced herein as the "Project."
The Project is being undertaken to provide public infrastructure needed for development in the Old Town and
Westside areas of the City, including the Development, and to meet other needs of the City. The Development is a
proposed live theater and retail complex. The Development is described in greater detail under "PROPOSED
DEVELOPMENT OF OLD TOWN TEMECULA ENTERTAINMENT CENTER" herein. The completion of the
construction and the financial success of the Development will affect the ability and willingness of the landowners in the
District to pay the Special Taxes.
The Project will be constructed under the supervision of Fluor Daniel, an affiliate of the Developer, pursuant to
the Construction Management Agreement described below. Fluor Daniel and Fluor Corporation, its parent company,
also will provide a limited guaranty of the completion of the Project. See "THE PROJECT - Construction Management
and Supervision Agreement; Limited Completion Guaranty" herein.
Security for the Local Agency Bonds
The Local Agency Bonds are secured by the proceeds of the Special Taxes received by the CFD Financing
Authority, including any scheduled payments and any prepayments thereof, interest and penalties thereon, and proceeds
of the redemption or sale of property sold as a result of foreclosure of the lien of Special Taxes to the amount of said
lien and interest and penalties thereon (collectively, "Special Tax Revenues"), subject to certain claims for Administrative
Expenses. The Special Taxes are exempt from the tax rate limitations of California Constitution Article XMA pursuant
to Section 4 thereof as a "special tax' authorized by a two-thirds vote of the qualified electors of the District.
Consequently, the CFD Financing Authority has the power and is obligated, pursuant to the covenants contained in the
Fiscal Agent Agreement, to cause the levy and collection of the Special Tax annually in an amount determined according
to the Rate and Method of Apportionment, attached hereto as APPENDIX B -- "RATE AND METHOD OF
APPORTIONMENT OF SPECIAL TAX," up to the maximum permitted by the Rate and Method of Apportionment.
The Special Taxes thus levied and collected will be used to pay the principal of and interest on the Local Agency Bonds,
the Administrative Expenses due or coming due, plus the amount, if any, necessary to replenish the Reserve Fund to an
amount equal to the Reserve Requirement established by the Fiscal Agent Agreement.
A maximum Special Tax that may be levied in any fiscal year on any respective Taxable Property in the District
has been established for the District. See APPENDIX B - "RATE AND METHOD OF APPORTIONMENT OF
CL289429.81 17 DRAFT dead No 19,1996
SPECIAL TAX" attached hereto. Based upon the representations of the Special Tax Consultant for the District, the
aggregate maximum Special Tax in any fiscal year regardless of the level of development within the District is always
at least 120% [confirm] of scheduled annual debt service on the Local Agency Bonds for such fiscal year.
Under the Rate and Method of Apportionment, the District is divided into Zone A and Zone B. Zone A contains
the properties known as the "Old Town Core," "Arena" and "Parking," and Zone B contains the properties known as
"Hotel/Connnercial," "Residential/RV Park" and "Open Space." See "PROPOSED DEVELOPMENT OF OLD TOWN
TEMECULA ENTERTAINMENT CENTER -- Ownership of the Property. " The property within Zone B is not
scheduled for development in the initial phases of the Development. See "PROPOSED DEVELOPMENT OF OLD
TOWN TEMECULA ENTERTAINMENT CENTER - Future Plans for Development. " Each year, the Treasurer will
determine the Special Tax Requirement. Of this requirement, up to eighty-five percent (85 %) will be allocated to
buildings on Taxable Property within the District, on a per square foot basis, up to the maximum building special tax rate.
The remaining annual Special Tax Requirement will be allocated to Taxable Property within the District, on a per square
foot basis, up to the maximum land special tax, subject in any event to the application of an Alternative Special Tax.
During the period that no buildings are yet constructed on the Taxable Property within the District, the maximum land
special tax rate when properly applied to all Taxable Property within the boundaries of the District will generate a
minimum [100%] coverage of the annual Special Tax liability in any fiscal year. Because all the improvements are
initially scheduled to be constructed on Zone A, it is anticipated that upon completion of the Development, approximately
85% of the Special Tax Requirement Cie., all of the building special tax) will be levied on Zone A and the remaining
approximately 15% will be levied on Zone B. The Treasurer will also levy 100% of any Zone A delinquencies on Zone
A and 100% of any Zone B delinquencies on Zone B.
Because the Special Tax allocation allows the imposition of up to 120% of the annual debt service on the Local
Agency Bonds as described in the preceding paragraph, the Special Tax payable by Zone A could be increased to
compensate for any delinquencies on Zone B. However, because the Rate and Method of Apportionment allocates the
majority of the tax burden to the Taxable Property containing buildings (which the Developer anticipates will be Zone
A), the Special Taxes payable by Zone B could not fully cover any delinquencies in Zone A. Under the terms of the
Fiscal Agent Agreement, the Authority may consent to a reduction in the maximum Special Taxes that may be levied in
the District, without any requirement for notice to or the consent of the Owners or the Fiscal Agent, so long as such taxes
are reduced proportionately and the maximum Special Taxes shall at all times be able to be levied in an amount equal
to at least 120 % of maximum annual debt service on the Local Agency Bonds in each year that the Local Agency Bonds
are Outstanding.
It is expected that the Treasurer will levy the Special Taxes by means of direct billing of the property owners
within the District subject to the Special Taxes. Not less than forty-five (45) days prior to each Interest Payment Date,
the Treasurer will send bills to the owners of interests in the real property located within the District subject to the levy
of the Special Taxes, for Special Taxes in an aggregate amount necessary to meet the financial obligations of the District
due on the next Interest Payment Date, said bills to specify that the amounts so levied shall be due and payable not less
than thirty (30) days prior to such Interest Payment Date and shall be delinquent if not paid when due. The CFD
Financing Authority shall fix and levy, to the extent permitted under applicable law, the amount of Special Taxes within
the District required for the timely payment of principal of and interest on any outstanding Local Agency Bonds of the
CFD Financing Authority becoming due and payable, including any necessary replenishment or expenditure of the
Reserve Fund for the Local Agency Bonds and an amount estimated to be sufficient to pay the Administrative Expenses,
and shall take into account any prepayments of Special Taxes theretofore received by the CFD Financing Authority. The
Special Taxes so levied shall not exceed the maximum amounts as provided in the Rate and Method of Apportioranent
and permitted under applicable law.
The Treasurer may, alternatively, effect the levy of the Special Taxes from time to time on the County secured
real property tax roll. In such event, each year upon the completion of the computation of the amounts of the levy, the
Treasurer shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to
include the levy of the Special Taxes on the next secured real property tax roll. The Special Taxes so levied shall be
payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real
property are payable, and have the same priority, become delinquent at the same tixnes and in the same proportionate
amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property.
[L289429.81 1 8 DRAFT datod November 19, 1996
Although the Special Tax will constitute a lien on property subject to taxation within the District, it does not
constitute a personal indebtedness of the owners of such property. There is no assurance that the owners will be
financially able to pay the annual Special Tax or that they will pay such = even if financially able to do so. The risk
of the Developer or other property owners not paying the annual Special Tax is more fully described in "SPECIAL RISK
FACTORS -- Insufficiency of Special Taxes."
While successful completion of the Project can be expected to increase the fair market value of real property
within the District, no assurance can be given that the Project will be completed or that values estimated in the Appraisal
can or will be maintained during the period of time that the Local Agency Bonds are outstanding. Moreover, the full
value projected under the Appraisal upon completion of the Development will occur only if and when the Development
is complete and operational. The District has no control over the amount of additional indebtedness that may be issued
in the future by other public agencies, the payment of which, through the levy of a = or an assessment, is on a parity
with the Special Taxes. See "SPECIAL RISK FACTORS - Parity Debt; Additional Indebtedness."
The Rate and Method of Apportionment applies to property in the District only if purchased by TEV. It is
anticipated that the Old Town Core, Arena, Parking, Hotel/Commercial and Open Space properties will be purchased
by TEV simultaneously with the closing of the Bonds. TEV does not presently intend to acquire the Residential/RV Park
property, on or before April 23, 1997, although it retains the right to do so. Pursuant to the Rate and Method of
Apportionment, if the Residential/RV Park property is not purchased by TEV on or before that date, the Special Taxes
will not be levied against the property, despite its inclusion in the District. The definition of "taxable property" under
the Rate and Method of Apportionment also excludes, among other things, any land owned, conveyed or irrevocably
offered for dedication and accepted by a public agency . It is anticipated that the Open Space will be dedicated to a public
agency in environmental mitigation and, therefor, no Special Taxes will be levied against the Open Space property.
Consequently, for purposes of ffib Official Statement, "Taxable Property" shaff refer only to the Old Town Core,
Arena, Par@, and Hotel/Commercial properties and purchasers of the Bonds should not assume that any other
property will be subject to the levy of Special Taxes as security for the Local Agency Bonds.
THE OBLIGATION OF THE CFD FINANCING AUTHORITY TO MAKE PA S WITH RESPECT
AUTHORITY FOR WEE[CH THE CFD FINANCING AUTHORITY IS OBLIGATED TO LEW OR PLEDGE
ANY FORM OF TAXATION, OR FOR WHICH THE CFD FINANCING AUTHORITY HAS LEVEED OR
PLEDGED ANY FORM OF TAXATION, OTHER THAN THE SPECIAL TAX. THE LOCAL AGENCY BONDS
ARE LIMITED OBLIGATIONS OF THE CFT) FINANCING AUTHORITY PAYABLE SOLELY FROM THE
SOURCES SPECIFICALLY PROVI]DED IN THE FISCAL AGENT AG
Reserve Fund
In order to further secure the payment of principal of and interest on the Local Agency Bonds, the Fiscal Agent
is required, upon delivery of the Local Agency Bonds, to deposit an amount equal to the initial Reserve Requirement in
the Reserve Fund. Amounts in the Reserve Fund will be invested in Permitted Investments which may include a
guaranteed investment contract. The Reserve Requirement is defined in the Fiscal Agent Agreement as an amount equal
to $ . Amounts in the Reserve Fund are to be used to pay the principal and interest due on the Local
Agency Bonds at @ maturity and upon prior redemption, and also may be used (i) to pay debt service on the Local
Agency Bonds to the extent other moneys are not available for that purpose, (ii) to pay any amounts owing to the federal
govenunent in respect of the rebate provisions of the Code, and (iii) to pay costs of foreclosure of the Special Tax lien
for unpaid Special Taxes. See APPENDIX A - "SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS -- Fiscal
Agent Agreement - Funds and Accounts - Reserve Fund" attached hereto.
Proceeds of Foreclosure Sales
A potential source of funds to pay debt service on the Local Agency Bonds is the proceeds received following
a judicial foreclosure sale of land within the District resulting from a landowner's failure to pay the Special Tax when
due. Pursuant to Section 53356.1 of the Mello-Roos Act, in the event of any delinquency in the payment of any Special
Tax or receipt by the District of Special Taxes in an amount which is less than the Special Tax levied, the CFD Financing
[L289429.81 19 DRAFT dated November 19, 1996
TO THE LOCAL AGENCY BONDS DOES NOT CONS AN OBLIGATION OF THE CFD FINANCING
Authority may order the institution of a superior court action to foreclose the lien securing such unpaid Special Taxes
within specified time limits. In such an action, the real property subject to the unpaid Special Tax may be sold at a
judicial foreclosure sale.
Under the Mello-Roos Act, the commencement of judicial foreclosure following the non-payment of a Special
Tax is not mandatory. However, the CFD Financing Authority has covenanted for the benefit of the owners of the Local
Agency Bonds that the CFD Financing Authority will commence judicial foreclosure proceedings against parcels with
delinquent Special Taxes within 150 days following the date of notice to the CFD Financing Authority of a delinquency
and diligently pursue such proceedings to completion. The CFD Financing Authority has agreed to use its best efforts
to determine, on or about July lst of each year, whether or not all Special Taxes levied in the prior fiscal year have been
received by the CFD Financing Authority. Notwithstariding any provision of the Mello-Roos Act or other law of the State
to the contrary, in connection with any foreclosure related to delinquent Special Taxes: (a) the CFD Financing Authority,
or the Fiscal Agent, is expressly authorized in the Fiscal Agent Agreement to credit bid at any foreclosure sale, without
any requirement that funds be placed in the Bond Fund or otherwise be set aside in the amount so credit bid, in the
amount specified in Section 53356.5 (requiring a foreclosure sale in a specified minimum amount) of the Mello-Roos Act
or such lesser amount as determined under clause (b) below or otherwise under Section 53356.5 of the Act; (b) the CFD
Financing Authority may permit in its sole and absolute discretion, property with delinquent Special Tax payments to be
sold for less than the amount specified in Section 53356.5 of the Mello-Roos Act, if it determines that such sale is in the
interests of the owners of the Local Agency Bonds, who by their acceptance of the Local Agency Bonds consent to such
sale for such lesser amounts (as such consent is described in Section 53356.6 of the Mello-Roos Act), and the owners
of the Local Agency Bonds have released the CFD Financing Authority, its officers and its agents from any liability in
connection therewith; and, (c) the Authority is expressly authorized in the Fiscal Agent Agreement to use amounts in the
Reserve Fund to pay costs of foreclosure of delinquent Special Taxes. See APPENDIX A - "SUMMARY OF THE
PRINCIPAL LEGAL DOCUMENTS - Fiscal Agent Agreement - Covenants of the CFD Financing Authority" attached
hereto.
If the Reserve Fund is depleted, there could be a delay in principal and interest payments to the Owners of the
Bonds by reason of a delay in payment of the Local Agency Bonds pending prosecution of the foreclosure proceedings
and receipt by the District of the proceeds of the foreclosure sale, if any. See "SPECIAL RISK FACTORS - Potential
Delay and Limitation in Foreclosure Proceedings. " Neither the District nor the CFD Financing Authority has any
obligation to acquire any lot or parcel of property sold at the foreclosure sale if there is no other purchaser at such sale.
The Mello-Roos Act provides that upon foreclosure the Special Tax will have the same lien priority as is provided for
ad valorem real property taxes.
Property Ownership; Direct and Overlapping Debt
The land within the District which will be owned by the Developer or its direct or indirect affiliates is referenced
herein as the "Property." Ownership of the Property is described herein under "PROPOSED DEVELOPMENT OF OLD
TOWN TEMECULA ENTERTAINMENT CENTER -- Ownership of the Property. "
The Special Tax and any penalties thereon will constitute a lien against the taxable land on which they will be
annually imposed until they are paid. Such lien is on parity with all special taxes and special assessments, and is co-equal
to and independent of the lien for the general property taxes, regardless of when they are imposed on the same property.
Pursuant to the Mello-Roos Act, the Special Tax has priority over all existing and future private liens imposed on the
taxable property within the District.
Set forth below is a statement of direct and overlapping public debt for the City of Temecula (the "Debt Report")
prepared by California Municipal Statistics, Inc. The Debt Report includes only such information as has been reported
to California Municipal Securities, Inc., by the issuers of the debt described therein and by others. The Debt Report
includes all direct and overlapping debt for all property located in the City; it is not limited to land within the District.
The Debt Report is included for informational purposes only. Neither the Authority nor the CFD Financing Authority
makes any representation as to its completeness or accuracy.
CL289429.81 20 DRAFT dated Novefftm 19, 1996
TABLE 3: DEBT REPORT
CITV OF TEMECULA
199"6 Assessed Valuation: $2,564,074,688 (after deducting $569,412,382 redevelopment incremental valuation)
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 6/30/96
Metropolitan Water District 0.319 1,929,615
Eastern Municipal Water District, I.D.Is Nos. 25 & U8 100. & 87.039 7,019,232
Temecula Unified School District 71.231 35,049,214 (1)
Temecula Unified School District Community Facilities District No. 89-3 100.000 27,460,000
City of Temecula 100.000 0
Rancho California Water District, Rancho Division 69.904 7,982,593
Rancho California Water District, Santa Rosa Division 4.717 1,250,897
Rancho California Water District, Community Facilities District No. 88-3 100.000 7,780,000
Riverside County Community Facilities District No. 88-12 100.000 17,650,000
Riverside County 1915 Act Bonds (Estimated) Various 89,117,150
Hemet Valley Hospital District 2.654 17,649
TOTAL DIRECT AND OVERLAPPING TAX ASSESSMENT DEST $ 195,256,350
OVERLAPPING GENERAL FUND OBLIGATION DEBT:
Riverside County General Fund Obligation 4.424% 20,732,412
Riverside County Board of Education Certificates of Participation 4.424 974,480
Riverside County Flood Control and Water Conservation District General Fund Obligations 5.248 109,946
Temecula Unified School District Certificates of Participation 71.231 8,704,426
Temecula Community Services District Certificates of Participation 100.000 4,910,000
TOTAL GROSS OVERLAPPING GENERAL FUND OBLIGATION DEBT $ 142,138,790
Less:Temecula Unified School District Certificates of Participation (self-supporting
from tax increment revenues) -4,840,146
TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT $ 137,298,644
GROSS COMBINED TOTAL DEBT $ 337,395,140 (2)
NET COMBINED TOTAL DEBT $ 332,554,994
Ratios to Assessed Valuation:
Direct Debt 0.00%
Total Direct and Overlapping Tax and Assessment Debt 7.62%
Gross Combined Total Debt 13.16%
Net Combined Total Debt 12.97%
SHARE OF AUTHORIZED AND UNSOLD GENERAL OBLIGATION BONDS:
Metropolitan Water District $149,000
Rancho California Water Distrkt Rancho Division $ 7,265,737
Rancho California Water District, Santa Rosa Division $866,087
Eastern Municipal Water District, I.D. No. U8 $4,571,060
Temecula Unified School District $17,509,782 (3)
(1)Excludes share of $8,100,000 obligation bonds dated 8/l/96.
(2)Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease
obligations.
(3) Includes share of $8,100,000 general obligation bonds dated 811/96.
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/96: $0
1995-96 TYPICAL TOTAL TAX RATE (TRA 13-004): 1.16643 (Special Assessment Rate .3000)
Source.- Califemia Municipal Statistics, Inc.
[L289429.8) 21 DRAFT dated Novonvbw 19, 1996
Land Values
The value of the real property within the District is a critical factor in determining the investment quality of the
Local Agency Bonds, and, hence, the Bonds. If a property owner defaults in the payment of Special Taxes, the CFD
Financing Authority's only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which
to pay the delinquent Special Tax; the Special Tax is not a personal obligation of the owners of the Property or any lender
thereof.
An appraisal of the Taxable Property currently within the District (the "Appraisal") has been prepared by Brown,
Chudleigh, Schuler and Associates of Torrance, California (the "Appraiser"). The Appraisal sets forth the Appraiser's
conclusions and assumptions with respect to the fee simple market value, as defmed, of the Taxable Property in the
District at various times. The Appraiser concluded that the fee simple market value of the Taxable Property within the
District as of November 3, 1996 would be $41,700,000 with the Public hwroveinents in place, and would be
$173,000,000 upon completion of the Development. In addition, the Appraiser concluded that the fee simple market
value of the Residential/RV Park property with the Public Improvements in place would be $6,900,000. However, as
discussed at "-- The District, the Development and the Project" and "THE LOCAL AGENCY BONDS - Security for
the Local Agency Bonds" herein, there can be no assurance that the Residential/RV Park property will be subject to the
Special Taxes or, consequently, that this property will be security for the Bonds. The Appraisal is subject to certain
conditions and stipulations which are set forth in detail in the Appraisal included as Appendix C and which should be
reviewed carefully. None of the Authority, the CFD Financing Authority, the District or the Underwriter make any
representation as to the accuracy or completeness of the Appraisal.
SPECL4,L RISK FACTORS
Investment in the Bonds involves risks which may not be appro@ for certain investors. The following
is a discussion of certain risk factors which should be considered, in addition to other matters set forth herein, in
evaluating the Bonds for investment. The information set forth below does not purport to be an exhaustive @
of the risks and other considerations which may be relevant to an investment in the Bonds. In addition, the order
in which the following information is presented is not intended to reflect the relative importance of any such risks.
The occurrence of one or more of the events discussed herein could adversely affect the ability or ess of
property owners in the District to pay their Special Taxes when due. Such failures to pay Special Taxes could
result in the inability to make fWl and pimctual payments of debt service on the Local Agency Bonds, which in turn
could result in the inability to make full and pimctual payments of debt service on the Bonds. In addition, the
occurrence of one or more of the events discussed herein could adversely affect the value of the property in the
District.
Risks Associated with Failure to Complete Project or Development
Failure to complete the Project or the Development, or substantial delays in the completion of the Project or the
Development due to litigation, the inability to obtain required funding or other causes may reduce the value of the
property within the District. Estimations regarding the sufficiency of the Special Taxes set forth herein have been made
based in part on the assumption that the Development will be completed as planned and that the land values described
in the Appraisal will be realized as a result of such completion. See "PROPOSED DEVELOPMENT OF OLD TOWN
TEMECULA ENTERTAINMENT CENTER" and APPENDIX C - "APPRAISAL" herein.
Any construction project entails significant risks, including cost overruns, shortages of materials or skilled labor,
labor disputes, unforeseen enviroranental or engineering problems, work stoppages, fire and other natural disasters,
construction scheduling problems and weather interferences, any of which, if they occurred, could materially delay
construction or result in a substantial increase in costs to the Developer. As part of its desip-build contract, Fluor Daniel
will assume certain risks, including those related to cost overruns and shortages of materials. To the extent that the
[@89429. 81 22 DRAFT @ Nov 19,1996
completion of the Project or the Development is materially delayed, operational results of the Developer will be materially
and adversely impacted. In addition, any cessation or delay in the proposed Development is likely to adversely affect
projected land values within the District which could in turn (i) adversely affect the willingness and ability of the owners
of land within the District to pay the Special Taxes when due, and, (ii) reduce the proceeds which could be collected at
a foreclosure sale in the event that the Special Taxes are not paid when due. Payments of principal of and interest on
the Local Agency Bonds are derived almost exclusively from the Special Tax Revenues.
While the Local Agency Bonds are being issued to fumce the Project, the remainder of the Development will
be financed through private financing sources. In particular, the Developer anticipates obtaining a commitment for (a)
approximately $60,000,000 of debt to be secured by a first deed of trust on the property within the District, and (b)
approximately $22,000,000 of debt to be secured by a second deed of trust on the property within the District. This
private financing will close, if at all, concurrently with the issuance of the Bonds (collectively, the "Private Financing")
and is a condition precedent to the willingness of the Authority to issue the Bonds. See "PROPOSED DEVELOPMENT
OF OLD TOWN TEMECULA ENTERTAINMENT CENTER - Private Financing." However, in the event that this
Private Financing is insufficient to complete the Development, or if Developer defaults in any of its covenants prior to
the full release of these funds, there is no assurance that the Developer will be able to raise additional capital. If the
Developer is unable to raise sufficient capital to complete the Development, the entire Development may fail and such
failure would have a negative impact on the land values within the District and on the ability and willingness of the
Developer to pay Special Taxes.
Risks Associated with Financial Failure of Development
It is possible that, even if the Project and the Development are completed, the Development could fail to generate
the amount of revenue needed to cover debt service and operational costs. The completion and operation of the
Development is dependent on a number of factors, many of which are outside of the Developer's control, including
prevailing economic conditions and financial, business, regulatory and other factors affecting the Developer's operations
and business. Any significant increases in the construction budget or delays in completing the construction and opening
of the Development could materially and adversely affect the operating results of the Developer and could result in the
inability of the Developer and other affiliated owners of land within the District, if any, to make required Special Tax
payments and/or payments of interest and principal on the Private Financing.
Estimations regarding the sufficiency of the Special Taxes set forth herein have been made based in part on the
assumption that the Development will generate sufficient revenue to cover these costs, and that the land values described
in the Appraisal will be realized as a result of such successful operation. See "PROPOSED DEVELOPMENT OF OLD
TOWN TEMECULA ENTERTAINMENT CENTER" and APPENDIX C - "APPRAISAL" herein. However, there are
no assurances that the Development will generate this level of revenue.
Failure of the Development to generate this level of revenue could affect projected land values within the District.
For example, the Appraisal's conclusion of land value of $173,000,000 for the Taxable Property (upon completion of
the private and public improvements) gives "primary consideration" to the discounted cash value approach, and that
approach depends heavily on certain assumptions regarding the Development's future income. These assumptions, in
turn, are based in part on the income generated by three live entertainment projects that the Appraisal deemed similar.
The ability of the Development to achieve these income assumptions, however, is uncertain.
Failure of the Development to generate this level of revenue also could (i) adversely affect the willingness and
ability of the owners of land within the District to pay the Special Taxes when due, and, (ii) reduce the proceeds which
could be collected at a foreclosure sale in the event that the Special Taxes are not paid when due. Payments of principal
of and interest on the Local Agency Bonds are derived primarily from the Special Tax Revenues, and payment of
principal and interest on the Bonds are derived solely from payments on the Local Agency Bonds.
[L289429.81 23 DRAFT dated November 19, 1996
Change in Management
Temecula Entertairunent Valley, Inc. ("TEV") is a member of the Temecula Entertainment, LLC (the 'Holding
Company'), which in turn is a member of Developer. Mr. Zev Buffman is the principal owner of TEV. Mr. Buffnian
is also the Chief Executive Officer of the Developer. Mr. Buffman has extensive experience in the production of live
entertairunent and the development of live entertainment venues. See "PROPOSED DEVELOPMENT OF OLD TOWN
TEMECULA ENTERTAINMENT CENTER - The Developer" herein. The Developer has entered into an employment
agreement with Mr. Buffman which provides for five years of continuous service. The Developer will also obtain a key
man life insurance policy on the life of Mr. Buffman in the amount of $10 million, of which the Developer shall be the
sole beneficiary .
For a variety of reasons, TEV may cease to be a member of the Holding Company and/or Mr. Buffman may cease
to be the Chief Executive Officer of the Developer. The Appraisal expressly notes that management is a key element
in the success of the Development, and that. it asstunes that Mr. Buffhian will be personally involved to a "great extent."
Thus, severance of TEV from the Holding Company and/or of Mr. Buffman from his role as the Chief Executive Officer
of the Developer could have an adverse affect on the Development and thereby create a diminution in the value of the
real property within the District.
Competition
A total of 52 professional venues meeting certain criteria lie within the 100-mile radius surrounding Temecula.
These venues have a combined total seating capacity of 150,000 seats. There are currently four live theater venues,
offering 9,671 seats, within a 35-mile radius of the Development (the Primary Market), and 24 live theater venues,
offering 57,202 seats, within a 35 to 60 mile radius (the Secondary Market). The 11,050 seats at the Development will
represent a significant addition to the combined supply in the Primary and Secondary Market. Management believes that
its marketing and price strategies give the Development a competitive advantage over these other venues. However, there
can be no assurance that management's marketing and/or pricing strategies will be successful in attracting sufficient
visitors to the Development to make it financially viable.
Reliance on a Single Market
It is anticipated that the Development will be heavily dependent upon the patronage of persons living within a 100-
mile radius of the Development for recurring operational revenue. Any downturn in the economy of the region, a major
natural disaster or the entrance of new competitors into the Development's market or the expansion of existing
competitors, could have a material adverse effect on the Developer's results of operations.
Reliance on Tounst Visitor Market
The Operating Projection assumes significant tourist attendance at the Development. Approximately 47% of the
Development's projected attendance in the first year is attributable to tourism attendance (782,000 visitors). Based upon
the 78.2 million visitors to Southern California in 1994, this represents an assumption of a I % capture rate, which the
Developer believes to be a conservative assumption. However, there can be no assurance that the Development will
appeal to the tourist visitor market. An inability to attract such visitors could materially and adversely affect the operating
results of the Developer.
Local Lodging Availability and Development
Hotel room availability has been a critical component to the success of comparable live theater developments such
as those in Branson, Myrtle Beach, Pigeon Forge, and Nashville. There are approximately 15 lodging facilities providing
approximately 1,000 rooms within a 20-mile radius of the Development. Current occupancy rates average approximately
60 percent. While plans for the Development itself do not include a hotel, it is anticipated that TEV or the other members
[L289429.81 24 DRAFT daud November 19, 1996
of the Holding Company may ultimately contract with a third party operator to construct a hotel at or near the
Development. See "PROPOSED DEVELOPMENT OF OLD TOWN TEMECULA ENTERTAINMENT CENTER -
Future Plans for Development." No assurance can be given, however, that any such hotel project will be completed.
Management believes that its primary customer market is not dependent on overnight lodging given the project's location
in Southern California. However, to the extent overnight lodging is a necessary component in attracting visitors, there
can be no assurance that local lodging, including the previously discussed anticipated hotel development near the
Development, will be adequate to attract and retain the number of visitors estimated in the assumptions to the fmancial
projections.
Risks Associated with Substantial Leverage; Ability to Service Debt
Following the closing of the Bonds and the Private Financing, the Developer will be highly leveraged and will
be dependent to a significant extent upon the successful completion and operation of the Development for coverage of
its debt service. Successful completion of related public infrastructure, including some of the Public Improvements, will
also be important. The consequences of the Developer's leverage include, but are not limited to, the following: (i) a
substantial portion of the Developer's cash from operations must be dedicated to the payment of interest on the
Developer's indebtedness, (ii) the Developer's ability to obtain additional debt fmancing in the future for working capital,
capital expenditures, development financing or other purposes may be limited, and (iii) the Developer will be vulnerable,
and may have difficulty responding, to adverse changes in the economy and the Developer's business. In addition, the
failure by the Developer to comply with numerous restrictive covenants contained in the debt agreements may result in
an event of default which, if not cured or waived, could have a material adverse effect on the Developer and its
operations. Any of the foregoing could have a material adverse affect on the ability of the Developer to meet its
obligations to pay the Special Taxes and/or repay the Private Financing.
If the Developer were unable to generate sufficient cash from its future operations to pay the Special Taxes and
repay the Private Financing or to satisfy any other debt service requirements, or to pay its debts as they mature, the
Developer would be required to explore alternatives, such as seeking additional debt or equity financing, reducing or
delaying capital expenditures or selling material assets or operations. No assurance can be given that the Developer would
be successful in implementing any of these alternatives, if necessary.
Concentration of Ownership
TEV, an affiliate of the Developer, is in escrow to purchase all of the land within the District. Simultaneously
with the issuance of the Bonds, TEV intends to obtain sufficient funds from the Private Financing to close each of these
escrows except the Residential/RV Park property. TEV then intends innnediately to transfer to the Developer title to all
of the property purchased, except the Hotel Commercial property (title to which is expected to be conveyed to the
members of the Holding Company). See ""PROPOSED DEVELOPMENT OF OLD TOWN TEMECULA
ENTERTAINMENT CENTER -- Private Financing. " Thus, innnediately following the issuance of the Bonds, all of the
land within the District except the Residential/RV Park property is expected to be owned by the Developer. See
"INTRODUCTION -- The District, the Development and the Project" herein.
There may be subsequent transfers of ownership of the property within the District prior to the completion of the
Development. However, until any such transfers occur, the timely payment of the Bonds will depend primarily on the
willingness and ability of the Developer to pay when due the Special Taxes. The lack of diversity in the obligation to
pay Special Taxes presents significant risk to owners of the Bonds. Failure of the Developer to pay when due the annual
Special Taxes could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resale of
property upon foreclosure or otherwise. In that event, there could be a default in the payments of principal of, and
interest on, the Local Agency Bonds and, consequently, a default on the Bonds. See "- Potential Delay and Limitation
in Foreclosure Proceedings" below.
[L289429.81 25 DRAFT datod Novembor 19, 1996
Land Values and Appraisal
The value of the property within the District is a critical factor in determining the investment quality of the Bonds.
If a property owner within a District is delinquent in the payment of the Special Taxes, the CFD Financing Authority's
only remedy is to conunence foreclosure proceedings in an attempt to obtain funds to pay the Special Taxes.
Consequently, reductions in land values due to a downturn in the economy, physical events such as earthquakes or floods,
stricter land use regulations or other events will adversely impact the security underlying the Special Taxes.
The Appraiser has estimated the value of all Taxable Property within the District, on the basis of certain
definitions, assumptions and liniiting conditions contained in the Appraisal Report, including the assumed completion of
the Public Improvements . See APPENDIX C - "APPRAISAL" herein. The Authority and the CFD Financing Authority
make no representation as to the accuracy or completeness of the Appraisal, and purchasers of the Bonds should review
the complete Appraisal appended hereto.
The Appraisal assumes that the Local Agency Bonds will be issued for the purpose of constructing the Project,
and that the Development of which the Project is a part will proceed as planned. There can be no assurance that the
Project or the Development will be completed in a timely manner or that they will be completed at all. Although
approximately $of the total principal amount of Local Agency Bonds will be used for financing costs and
approximately $of Local Agency Bonds proceeds for reimbursements to the City and Developer for prior
engineering and certain other expenses, the Appraiser also assumes that the issuance of the Local Agency Bonds will add
a corresponding value to the property. Other than as reflected generally in the discount rate used, the Appraisal does not
specifically address any possible negative impact which could occur by reason of failure to timely complete the assumed
improvements, any future litigation, future slow growth or no growth voter initiatives, the presence of hazardous
materials, the obtaining of future permits or approvals, the listing of endangered species or the determination that habitat
for endangered or threatened species exists within the district or other similar situations.
Prospective purchasers of the Bonds should not assume that the Taxable Property within the District could be sold
for the appraised amount described above at a foreclosure sale for any applicable delinquent Special Taxes. For example,
it is unlikely that common ownership would be maintained through foreclosure sales of multiple delinquent parcels
because at foreclosure each parcel must be sold separately for the Special Tax lien claims against it and multiple parcels
may not be foreclosed in a single "bulk" foreclosure sale. In addition, no assurance can be given that, should a parcel
with delinquent Special Tax payments be foreclosed upon and sold for the amount of the delinquency, any bid will be
received for such property or, if a bid is received, that such bid will be sufficient to pay all such delinquent taxes. In
addition, the Fiscal Agent Agreement permits the CFD Financing Authority to credit bid at a foreclosure sale without
posting cash, and to otherwise make a bid in an amount lower than the delinquent Special Taxes if it determines that such
a bid is in the interests of the Local Agency Bondowner. See APPENDIX C - "APPRAISAL" for a description of other
assumptions made by the Appraiser.
Lack of Operating History
The Developer's activities have been limited to development activities arid, as a result, the Developer has had no
revenues or earnings to date. Upon conunencement of operations, the Development will be a new entity that has no
operating history. Accordingly, the operations of the Development will be subject to all of the risks inherent in the
establishment of a new business enterprise, including success in attracting customers, the ability to obtain sufficient talent
or the availability of adequately trained personnel, as well as having no proven ability to market and operate a new
venture in the Temecula market where neither the Developer nor any of its managing team has previously conducted
business. Although the Developer's management is experienced in theater and arena management and operations, it has
not had the responsibility of overseeing the operations of a project identical to the Development.
[L289429.81 26 DRAFT dated November 19, 1996
Risks Associated with OperadW Projections
The Operating Projection for Old Town Temecula sets forth certain expected cash flow coverages for the Old
Town Temecula (Zone A) for the projection period. See APPENDIX H - "OLD TOWN TEMECULAoPERAnNG
PROJECTION. " The Operating Projection contained herein, while presented with numerical specificity, is based upon
a number of estimates and assumptions which are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the control of the Developer.
The Operating Projection included herein represent the Developer's best estimate, as of the date hereof, of the
Developer's results of operations for the three years following the Development's grand opening. The projection is based
upon a number of assumptions with respect to future business strategies and operating performance which are subject to
change and any of which may not materialize, and unanticipated events may occur which could affect the actual results
achieved by the Developer during the period covered by the projections. There wifl usually be differences between the
projected results and actual results because events and - do not occur as expected, and those
differences may be material. For example, the projection is based, among other things, on the significant assumptions
set forth therein, including by way of example, the assumptions that during the first year of the Development's operation,
approximately 1.7 million people will visit the Development, and that the Wild West Arena, the Opera House and the
Cabaret collectively will host 1,079 performances at an average occupancy of over 50 %. In the event that these and other
significant events do not occur, the ability of the Developer to pay the Special Taxes could be adversely affected.
Prospective purchasers of the Bonds should not assume that the projected operating results of the Development will be
indicative of the actual results, and are cautioned not to place undue reliance on the projection.
The projection included herein was not prepared with a view toward compliance with published guidelines of the
American Institute of Certified Public Accountants or generally accepted accounting principles. Moreover, none of the
Underwriter, the Authority, the CFD Financing Authority or the independent auditors for the Developer have compiled
or examined the projection and accordingly, do not express any opinion or any other form of assurance with respect
thereto, assume no responsibility for and disclaim any association with the Operating Projection.
Potential Delay and Limitation in Foreclosure
The payment of property owners' taxes and the ability of the CFD Financing Authority to foreclose the lien of
a delinquent unpaid Special Tax in accordance with its covenant to pursue judicial foreclosure proceedings may be limited
by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State relating to judicial
foreclosure. See '-- Bankruptcy" below.
Under current law, a judgment debtor (i.e., the property owners) has at least 140 days from the date of service
on the judgment debtor of the notice of levy on the interest in real property to be sold in which to redeem the property
to be sold. If a judgment debtor fails to so redeem and the property is sold, his only remedy is an action to set aside the
sale, which must be brought within ninety days of the date of sale. If, as a result of such an action a foreclosure sale
is set aside, the judgment is revived, the judgment creditor (i.e., the District) is entitled to interest on the revived
judgment as if the sale had not been made. (Section 701.680 of the California Code of Civil Procedure.)
No assurance can be given that a judgment ordering foreclosure will be granted or that the real property subject
to sale or foreclosure will be sold. The Mello-Roos Act does not require the CFD Financing Authority to purchase or
otherwise acquire any lot or parcel of property to be sold if there is no other purchaser at such sale, nor does the Mello-
Roos Act specify the priority relationship between the Special Tax and other taxes and assessments. The Fiscal Agent
Agreement, however, does specify that the Special Tax will have the same lien priority as for ad valorem property taxes
in the case of delinquency.
In addition, potential investors should be aware that judicial foreclosure proceedings are not summary remedies
and can be subject to significant procedural and other delays caused by crowded court calendars and other factors beyond
[L289429.81 27 DRAFT dat*d No 19,1996
the control of the CFD Financing Authority. Potential investors should assume that, under current conditions, it is
estimated that a judicial foreclosure of the lien of Special Taxes will take up to two or three years from initiation to the
time of the foreclosure sale. At a Special Tax lien foreclosure sale, each parcel will be sold for not less dm the
"minimum bid amount" which is equal to the sum of all delinquent Special Tax installments, penalties and interest
thereon, costs of collection (including reasonable attorneys' fees), post-judgment interest and costs of sale; unless, as
permitted by the Fiscal Agent Agreement, the CFD Financing Authority determines in its discretion that a lower minimum
bid amount is in the best interests of the owners of the Local Agency Bonds. Each parcel is sold at foreclosure for the
amounts secured by the Special Tax lien on such parcel and multiple parcels may not be aggregated in a single "bulk'
foreclosure sale.
Delays and uncertainties in the Special Tax lien foreclosure process create significant risks for Bondholders. High
rates of Special Tax payment delinquencies which continue during the pendency of protracted Special Tax lien foreclosure
proceedings, could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resale of
property upon foreclosure. In that event, there could be a default in payments of the principal of, and interest on, the
Local Agency Bonds. See "- Concentration of Ownership" above.
Bankruptcy
The payment of Special Taxes and the ability of the District to foreclose the lien of delinquent unpaid Special
Taxes may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the
State relating to judicial foreclosure. In addition, the prosecution of a foreclosure action could be delayed due to crowded
local court calendars or legal delaying tactics. The various legal opinions to be delivered concurrently with the delivery
of the Bonds will be qualified, as to the enforceability for the various legal instruments, by reference to bankruptcy,
reorganization, insolvency or other similar laws affecting the rights of creditors generally.
Although a bankruptcy proceeding would not cause the Special Taxes to become extinguished, the amount and
priority of any Special Tax lien could be modified if the value of the property falls below the value of the lien. If the
value of the property is less than the lien, such excess amount could be treated as an unsecured claim by the bankruptcy
court. In addition, bankruptcy of a property owner could result in a delay in procuring Superior Court foreclosure
proceedings. Such delay would increase the likelihood of a delay or default in payment of the principal of and interest
on the Local Agency Bonds and the possibility of delinquent tax installments not being paid in full.
On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case
entitled In re Gl=ly Marine Industries. In that case, the court held that ad Valorem property taxes levied by Snohomish
County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled
to priority over a secured creditor with a prior lien on the property. Although the court upheld that priority of unpaid
taxes imposed before the bankruptcy petition, unpaid taxes imposed after the filing of the bankruptcy petition were
declared to be "administrative expenses" of the bankruptcy estate, payable after all secured creditors. As a result, the
secured creditor was able to foreclose on the property and retain all the proceeds of the sale except the amount of the pre-
petition taxes.
According to the court's ruling, as @nistrative expenses, post-petition taxes would be paid, assuming that the
debtor had sufficient assets to do so. In certain circumstances, payment of such administrative expenses may be allowed
to be defeffed. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise), it would
at that time become subject to current ad valorem taxes.
The Mello-Roos Act provides that the Special Taxes are secured by a continuing lien which is subject to the same
lien priority in the case of delinquency as ad valorem taxes. No case law exists with respect to how a bankruptcy court
would treat the lien for the Special Taxes levied after the filing of a petition in bankruptcy. The GIMly case is
controlling precedent on bankruptcy courts in the State. If the GlasRIv precedent was applied to the levy of the Special
Taxes the amount of such taxes received from parcels in bankruptcy could be reduced.
EL289429.81 28 DRAFT dated November 19, 1996
Eminent Domain
The City of Temecula is in the process of acquiring from third parties approximately 5.69 acres of real property
within or in the vicinity of the District to be utilized as public rights-of-way for the Public Improvements. The City has
entered into voluntary agreements of sale with various third party property owners pursuant to which the City has agreed
to purchase approximately 54 % of the property required for the rights-of-way. The City is hopeful that it also will enter
into voluntary agreements with the owners of the remaining approximately 3.06 acres. In the event that the City is not
able to agree on mutually acceptable prices with these remaining owners, however, the City will consider whether to
adopt a resolution of necessity which, if adopted, would initiate the process to obtain title to the property through
condemnation pursuant to the provisions of California Eminent Domain Law. The City is not contractually obligated to
adopt a resolution of necessity nor to initiate eminent domain proceedings.
There are a number of defenses that property owners can raise in a condemnation action, if one is filed. The
property owners may challenge the City's "right to take" the subject property, in which case the property owner would
argue that the City does not have a valid legal purpose to obtain the property or has failed to comply with certain
substantive and procedural prerequisites to the filing of an eminent domain action. If a property owner challenges the
City's "right to take" their property and the Court determines that the City does not have such a right, the City would
not be able to obtain title to the property through condemnation. If a "right to take" challenge is asserted as a defense
to the eminent domain action, the City would not be able to take immediate possession of the property pending ffiw
determination of the right to take issue. If the City fails to obtain title to the properties required for the rights-of-way
for the Public Improvements, such failure would have a material and adverse iiinpact on the Development because the
properties are necessary to the vehicular and pedestrian circulation plans, which are conditions of approval of the land
use entitlements of the Development. The Developer has not budgeted any funds for revising the plans for the
Development in the event that the pedestrian or circulation plans for the area are revised due to the failure to obtain title
to the land presently targeted for such uses, and there can be no assurances that the Developer would be able to raise such
additional funds or that the conditions of approval would be modified.
The main issue in any condemnation action which might be filed over the subject properties would be whether
the compensation offered by the City represents the fair market value of such property. If the parties cannot agree upon
the purchase price for the property, the Eminent Domain Law requires that the court or a jury, at the option of the
property owner, determine the fair market value of the property and the condemning authority must pay that value if it
desires to obtain title to the property. Under certain circumstances the condemning authority may also be required to pay
the attorney fees and appraiser fees of the property owner. The condemning authority must also pay relocation benefits
and the property owner may also claim pre-condemnation damages for the actions of the condemning authority prior to
the filing of the condemnation action.
The Developer has agreed to reimburse the City for the collective purchase price, relocation benefits and costs
of acquisition and eminent domain litigation for all of the property to be used for public rights-of-way. [Developer to
insert discussion regarding amount the Developer has budgeted, total amount that it expects to pay without
condemnation, and $400,000 property acquisition condnency]. The Developer believes that, even if a court
determines that the acquisition price that the City must pay exceeds the amount budgeted, the contingency will be
sufficient to cover these potentially higher prices. However, there can be no assurances that the court will not determine
that the fair market value of the property or other damages to be paid to the property owner is significantly higher than
the Developer or the City presently believes, and there can be no assurances that the Developer would be able to pay
these higher purchase prices. In the event that the Developer does not have sufficient funds to reimburse the City for
the condemnation values determined by any future court, the City will not acquire title to the property and the City might
be liable for precondemnation damages, damages for abandonment of the condemnation action and the property owner's
attorneys fees in defending the action, which costs would be the responsibility of the Developer. As discussed above,
such failure to acquire these properties would have a material and adverse impact on the Development.
[L289429.81 29 DRAFT dated November 19, 1996
Faffure to Develop Land
Land development is subject to comprehensive federal, State and local regulations. Approval is required from
various agencies in connection with the layout and design of developments, the nature and extent of improvements,
construction activity, land use, zoning, school and health requirements, as well as numerous other matters. The
Developer has secured many of the approvals, penrnits and government entitlements necessary to construct the
Development and the Project. However, there is always the possibility that additional approvals required for the
completion of the Development or the Project will not be obtained or, if obtained, will not be obtained on a timely basis.
Failure to obtain any such agency approval or satisfy such govennnental requirements would adversely affect planned
land development. See "PROPOSED DEVELOPMENT OF OLD TO@ TEMECULA ENTERTAINMENT CENTER -
- Governmental Approvals and Agreement" and "-- Government Envirom-nental Permits" herein.
In addition to reducing the ability and/or willingness of the owners of the land proposed to be developed within
the District to make the Special Tax, when due, a reduction of the development potential of such land could adversely
affect land values and reduce the proceeds which could be collected at a foreclosure sale in the event that such taxes are
not paid when due. See "- Land Values and Appraisal" above. In addition, a delay or disruption in the planned
development in the District could adversely affect the willingness and ability of the property owners within the District
to pay the Special Taxes levied therein.
Parity Debt; Additional Indebtedness
The ability of an owner of land within the District to pay the Special Taxes could be affected by the existence of
other taxes and assessments imposed upon =able parcels within the District. The District is located within two existing
assessment districts. The Developer reports that the aggregate annual assessment installments payable by the property
owners in the District in fiscal year 1994-95 with respect to these assessment districts total approximately $1200. The
Developer reports that there have been no delinquencies with respect to the payment of any of these assessment
installments. See also "THE LOCAL AGENCY BONDS - Property Ownership; Direct and Overlapping Debt" herein,
which sununarizes the current direct and overlapping debt for the City, portions of which also impact the District.
In addition, the City and other public agencies whose boundaries overlap those of the District, without the consent
of the CFD Financing Authority, and in certain cases without the consent of the owners of the land within the District,
could impose additional taxes or assessment liens on the property within the District in order to finance public
improvements or services to be located or provided inside of or outside of such areas. The liens created on the property
within the District, through the levy of such additional taxes or assessments, may be on a parity with the liens of the
Special Taxes.
The imposition of additional liens on a parity with the Special Taxes may reduce the ability or willingness of the
landowners within the District to pay the Special Taxes and increases the possibility that foreclosure proceeds will not
be adequate to pay delinquent Special Taxes or the principal of and interest on the Local Agency Bonds when due.
The CFD Financing Authority has covenanted that, except for bonds issued to refund the Local Agency Bonds,
it will not issue additional iridebtedness payable from the Special Taxes. See APPENDIX A -- "S Y OF THE
PRINCIPAL LEGAL DOCUMENTS -- The Fiscal Agent Agreement" attached hereto.
Local, State and Federal Land Use Regulations
The completion of the Project and the opening of the Development will be contingent upon, among other things,
the Developer's receipt of all required licenses, permits and authorizations. The scope of the approvals required for a
project of this nature is extensive, including, without limitations state and local land-use permits, building and zoning
permits, health and safety permits, and liquor licenses.
IL289429.81 30 DRAFT dated Novembw 19, 1996
There can be no assurance that land development operations within the District will not be adversely affected by
future government policies, including, but not limited to, governmental policies which directly or indirectly restrict or
control development. During the past several years, citizens of a number of local communities in California have placed
measures on the ballot designed to control the rate of future development. In addition, State and federal regulatory
agencies have increasingly expanded their involvement in local land use matters through increased regulatory enforcement
of various envirorunental laws, including the Endangered Species Act, the Clean Water Act and the Clean Air Act, among
others. Such regulations can substantially impair the rate and amount of development without requiring just compensation
unless the effect of the regulation is to deny all economic use of the affected property.
In addition, unexpected changes or concessions required by local, regulatory and state authorities could involve
significant additional costs and could delay or prevent the completion of construction or the opening of all or part of the
Development. There can be no assurance that the Developer will receive the necessary permits, licenses and approvals
for the construction and operation of the Development that it has not yet obtained, or that such permits, licenses and
approvals will be obtained within the anticipated time fraine. Potential investors should assume that any event that
significantly impacts the ability to develop land within the District could cause the land values within the District to
decrease substantially and could affect the willingness and ability of the owners of land to pay the Special Taxes when
due or to proceed with Development.
Earthquakes
The District, like all California conununities, may be subject to unpredictable seismic activity. The occurrence
of seismic activity in the District could result in substantial damage to properties in the District which, in turn, could
substantially reduce the value of such properties and could affect the ability or willingness of the property owners to pay
their Special Taxes when due.
No Acceleration Provision
Neither the Indenture nor the Fiscal Agent Agreement contain a provision allowing for the acceleration of the
Bonds or the Local Agency Bonds in the event of a payment default or other default under the terms of the Bonds, the
Indenture, the Local Agency Bonds or the Fiscal Agent Agreement.
Insufficiency of Special Taxes
Special Tax Revenues could be insufficient to pay the Local Agency Bonds either due to non-payment of the
amounts levied or because acreage within the District becomes exempt from taxation due to title being transferred to a
public agency.
In order to pay debt service on the Local Agency Bonds, it is necessary that the Special Taxes levied against
property within the District be paid in a timely manner. Should the Special Taxes not be paid on time, the District has
established a Reserve Fund to be used to pay debt service on the Local Agency Bonds to the extent other fimds are not
available therefor. Under the Fiscal Agent Agreement, the District is obligated to maintain in the Reserve Fund an
amount equal to the Reserve Requirement. However, if property owners default in the payment of Special Taxes, the
Reserve Fund could be depleted quickly with no immediate source of funds to replenish it.
The Mello-Roos Act provides that if any property within the District not otherwise exempt from the Special Tax
is acquired by a public entity through a negotiated transaction, or by gift or devise, the Special Tax will continue to be
levied on and enforceable against the public entity that acquired the property. In addition, the Mello-Roos Act provides
that, if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the
obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment which
requires payment of the lien from the proceeds of the eminent domain award. The constitutionality and operation of these
provisions of the Mello-Roos Act have not been tested. If for any reason property subject to the Special Tax becomes
EL289429.81 3 1 DRAFT dated Novembw 19, 1996
exempt from taxation by reason of ownership by a non-taxable entity such as the federal government or another public
agency, the Special Tax will be reallocated to the remaining taxable properties within the District subject to the limitation
of the maximum authorized levy, and the inability to increase the levy of amounts between zones of the District. Any
reallocation, to the extent possible, would result in the owners of such property paying a greater amount in the Special
Tax and could have an adverse iiinpact upon the timely payment of the Special Tax.
The CFD Financing Authority has covenanted to institute foreclosure proceedings to sell any property with
delinquent Special Taxes in order to obtain funds to pay debt service on the Local Agency Bonds. See "SECURITY FOR
THE BONDS -- Proceeds of Foreclosure Sales" for provisions which apply in the event foreclosure is required and which
the CFD Financing Authority is required to follow in the event of delinquency in the payment of the Special Taxes.
However, such proceedings would not be applicable in the case of land which becomes owned by a public agency.
MOREOVER, IF A SUBSTANTIAL PORTION OF LAND WITHIN THE DISTRICT BECAME EXEMPT FROM THE
SPECIAL TAX BECAUSE OF PUBLIC OWNERSHIP, OR OTHERWISE, THE MAXIMUM SPECIAL TAX WHICH
COULD BE LEVIED UPON THE REMAINING LAND MIGHT NOT BE SUFFICIENT TO PAY PRINCIPAL OF
AND INTEREST ON THE LOCAL AGENCY BONDS WHEN DUE AND A DEFAULT MAY OCCUR WITH
RESPECT TO THE PAYMENT OF SUCH PRINCIPAL AND INTEREST.
Lunitations on Remedies
The enforceability of the rights and remedies of the Owners of the Bonds and the Trustee, and the obligations
incurred by the Authority, the CFD Financing Authority, the Developer and the various lenders described herein may
be subject to the following: the Federal bankruptcy code and applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in
effect; usual equity principles which may lin-dt the specific enforcement under state law of certain remedies; the exercise
by the United States of America of the powers delegated to it by the Federal Constitution; and the reasonable and
necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of
California and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy
proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the
Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks
of delay, limitations, or modification of their rights.
Loss of Tax Exemption
As discussed in this Official Statement under the caption "TAX MATTERS, " interest on the Bonds could become
includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued, as a
result of future acts or omissions of the Authority in violation of its covenants in the Indenture or the CFD Financing
Authority in violation of the provisions of the Fiscal Agent Agreement. Should such an event of taxability occur, the
Bonds are not subject to special redemption or acceleration and will remain outstanding until maturity or until redeemed
under one of the other redemption provisions contained in the Indenture.
Hazardous Materials
While government taxes, assessments and charges are a conunon claim against the value of a taxed parcel, other
less common claims may be relevant. One of the most serious in terms of the potential reduction in the value that may
be realized to pay the Special Tax is a claim with regard to a hazardous substance. In general, the owners and operators
of a taxed parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases
of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1989,
sometijrnes referred to as "CERCLA" or "Superfund Act," is a well-known one of these laws, but California laws with
regard to hazardous substances are also stringent and somewhat similar. Under many of these laws, the owner (or
operator) is obligated to remediate hazardous substances on, under or about the property whether or not the owner (or
operator) has anything to do with creating or handling the hazardous substance; however, an owner (or operator) who
[L289429.81 32 DRAFT dated November 19, 1996
is not at fault may seek recovery of its damages from the actual wrongdoer. The effect, therefore, should any of the
taxed parcels be affected by a hazardous substance, may be to reduce the marketability and value of the parcel, because
the purchaser, upon becoming an owner, may become obligated to remedy the conditionjust as is the seller.
The appraised values referred to in this Official Statement do not take into account the possible reduction in
marketability and value of any of the taxed parcels by reason of the possible liability of the owner (or operator) for the
remedy of a hazardous substance condition of the parcel. None of the Authority, the CFD Financing Authority or the
Developer are aware that the Developer, as the prospective owner of any of the taxed parcels, or any other person, has
such a current liability with respect to any of the taxed parcels. However, it is possible that such liabilities do currently
exist and that the Authority, CFD Financing Authority and the Developer are not aware of them.
Further, it is possible that liabilities could arise in the future with respect to any of the taxed parcels resulting from
the existence on the parcel of a substance presently classified as hazardous but which has not been released, or the release
of which is not presently threatened, or that liabilities may arise in the future resulting from the existence on a parcel of
a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities
may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these
possibilities could significantly affect the development of a taxed parcel or the value thereof that is realizable upon a
delinquency.
Limitations on Tax Revenues
On June 6, 1978, California voters approved Proposition 13, a statewide initiative relating to the taxation of real
property which added Article XM A to the California Constitution. Among other things, the Proposition: (a) limited
ad valorem property taxes on all real property to one percent (I %) of the full cash value of the property; (b) exempted
existing voter approved bonded indebtedness from the I % limitation; (c) defined "full cash value" as the Assessor's
appraised value of real property as of June 1, 1975, adjusted by changes in the Consumer Price Index - not to exceed
2% per year; (d) permitted establishment of a new "full cash value" when there is new construction or a change in
ownership; (e) permitted the reassessment, up to the June 1975 value, of property which was not current on the 1975-76
assessment roll; (f) required counties to collect the I % property tax and to apportion "according to law to the districts
within the counties"; (g) prohibited new ad valorem taxes on real property, or sales taxes, or transaction taxes, on the
sale of real property; (h) permitted the imposition of special taxes by local agencies, other than those prohibited, by a
two-thirds (2/3) vote of the "qualified electors" of such agencies; and (i) required a two-thirds (2/3) vote of all members
of both houses of the Legislature for any changes in State taxes which would result in increased revenues.
On June 3, 1986, California voters approved Proposition 46 which amended Article XHI A to provide that the
one percent (I %) limitation on ad valorem taxes shall not apply to ad valorem taxes or special assessment to pay interest
and redemption charges on any bonded indebtedness for the acquisition or improvement of real property approved on or
after July 1, 1978 by two-thirds of the votes cast by voters voting at the election for the taxes or assessment.
Article XIII A provides that each county will levy the maximum ad valorem property tax permitted by Article XIH
A and will distribute the proceeds to local agencies in accordance with an allocation formula based, in part, in pre-Article
Xffl A ad valorem property tax rate levies by local agencies. The ad valorem tax revenues are distributed to local
agencies, according to an allocation system enacted by Statutes of 1979, Chapter 282, as amended. Under this law, local
public entitles receive property tax revenues in proportion to their relative tax rates prior to the enactment of Article XIII
A subject to certain modifications for cities, counties and school districts and to various adjustments in succeeding years.
Several lawsuits have been filed in various California Superior Courts claiming that Article XHI A's two-tiered
tax assessment system is unconstitutional. The California Court of Appeal has in each case held that Article XM A is
not violative of the constitutional provisions cited. In Nordlinger v. Hahn, decided June 18, 1992, the United States
Supreme Court affirmed a decision of the California Court of Appeal, Second Appellate District, which had held that
Article Xffl A does not violate the equal protection guarantees of the United States Constitution.
[L289429.91 33 DRAFT dated November 19, 1996
The Special Tax is a special tax approved by voters of the District in accordance with the procedures set forth
in Section 4 of Article XM A. The CFD Financing Authority has not pledged any taxes other than the Special Taxes
to the repayment of the Local Agency Bonds and, given the limitations on ad valorem property taxes imposed by Article
XIII A, does not expect any ad valorem taxes to be available to repay the Local Agency Bonds.
State and local government agencies in California and the State of California itself are subject to annual
Plappropriation limits" imposed by Article XIH B of the State Constitution. Article XM B prohibits government agencies
and the State from spending "appropriations subject to limitation" in excess of the appropriations limit imposed.
"Appropriations subject to limitation" are authorizations to spend "proceeds of taxes", which consist of tax revenues,
certain state subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees
to the extent that such proceeds exceed "the cost reasonably bome by such entity in providing the regulation, produce
or service." No limit is imposed on appropriations of funds which are not "proceeds of taxes', such as appropriations
for debt service on indebtedness existing or authorized before January 1, 1979, or subsequently authorized by the voters,
appropriations required to comply with mandates of courts or the federal government, reasonable user charges or fees
and certain other nontax funds. Since the Local Agency Bonds constitute indebtedness authorized by the voters of the
District, it is not necessary to treat the Special Taxes as "appropriations subject to limitation. " Notwithstanding this fact,
the Mello-Roos Act permits, and the qualified electors in the District have approved, an annual appropriations limit for
the District of $27,500,000.
Limited Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists,
that such Bonds can be sold for any particular price. Although the CFD Financing Authority and the Developer have
conunitted to provide certain statutorily-required fumcial and operating information, there can be no assurance that such
information will be available to Bondowners on a timely basis. The failure to provide the required annual financial
information does not give rise to monetary damages but merely an action for specific performance. Occasionally, because
of general market conditions, lack of current information, the absence of a credit rating for the Bonds or because of
adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with
a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will
depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.
Risks Associated with Proposition 218
[To be drafted]
Dependence upon Fluor Daniel for Construction
In accordance with the Construction Management Agreement, described further at "THE PROJECT -
Construction Management and Supervision Agreement; Limited Completion Guaranty" herein, Fluor Daniel, an affiliate
of a member of the Developer, has agreed to act as the CFD Financing Authority's construction manager for the
construction of virtually all of the Public kvroveinents. None of the Authority, the CFD Financing Authority or the
Underwriter makes any representation or gives any assurance with respect to the ability of Fluor Daniel or the Developer
to arrange for the construction of the Public improvements to be financed with Local Agency Bond proceeds, or the
ability of any contractor or subcontractor to complete any work related thereto.
[L289429.81 34 DRAFT d&W N 19, 1996
The risks associated with reliance on Fluor Daniel are mitigated somewhat by the Limited Completion Guaranty
provided by Fluor Corporation. The Limited Completion Guaranty, however, is a guaranty only that Fluor Daniel will
perform its obligations under the Construction Management Agreement. The Construction Management Agreement has
several important conditions and lin-dtations to Fluor Daniel's obligation to complete the Public Improvements on schedule
and on budget. See "THE PROJECT - Construction Management and Supervision Agreement; Limited Completion
Guaranty" herein. In the event that any of these conditions occur or limitations apply, Fluor Daniel and Fluor
Corporation could have no ftirther obligation to ensure that the Project is completed on schedule or on budget. In such
event, the Project could be materially delayed and/or the CFD Financing Authority may not have sufficient funds to
complete the Public improvements.
Litigation
The Developer and its principals are currently parties to a lawsuit entitled Pratt v. City of Temecula, Riverside
Superior Court Case No. 280260 (the "Litigation"), which seeks to set aside certain amendments to land use approvals
previously obtained by the Developer for the construction of the Development.
The original approvals required that certain road improvements be completed before the first certificate of
occupancy could be issued for the Development and that a fmal subdivision map be recorded before any grading permit
could be issued. The amendments to these approvals (the "Amendments') deferred the time in which the road
improvements must be completed to up to 24 months after the issuance of the first grading permit, in exchange for which
the Developer agreed to enter into a secured agreement to ensure the construction of the improvements. The Amendments
also deleted the condition requiring that a final subdivision map act recorded prior to the issuance of any grading permit.
Petitioners in the Litigation are attempting to avoid the Amendments. If the petitioners obtain all of the relief
sought in their petition, the Amendments would be vacated and construction of the Development would be subject to the
original conditions. Vacation of the Amendments would deprive the Developer of certain cost savings. It is unlikely that
the petitioners would be entitled to obtain any monetary relief beyond court costs or attorneys fees.
On October 25, 1996, the trial on this matter was held and the Court ruled in favor of the City and the City
Council, finding that the City Council "proceeded in the manner required by law in approving the modifications in the
conditions of approval for the Temecula Entertainment Center concerning the timing of grading and the timing of the
Rancho California Road/1-15 improvements and the decision to approve those modifications is supported by substantial
evidence. " The Court dismissed the Temecula Redevelopment Agency, Zev Buffman and Eugene Hancock finding that
they are not proper parties to the action and no cause of action can be brought against them, and made some other
procedural rulings.
The judgment was executed by the Court on November 4, 1996 and notice of the entry of judgment was served
on the parties on November 12, 1996. Subject to the exceptions described in Rule 2 of the California Rules of Court,
parties to litigation must file an appeal of the judgment in the case on or before the earliest of the following dates: (1)
sixty (60) days after the date of mailing by the clerk of the notice of entry of judgment; (2) sixty (60) days after the date
of service of the notice of entry of judgment by a party to the action; or (3) 180 days after the entry of judgment.
THE PROJECT
The Project will be constructed within or in the vicinity of the District. The District is located in the City of
Temecula to the west of Interstate 15. The District is divided into Zone A and Zone B for purposes of levying the Special
Tax. See the maps contained in APPENDIX B - "RATE AND METHOD OF APPORTIONMENT OF SPECIAL
TAXES" attached hereto. The purpose of the District is to finance the Public Improvements in conjunction with the
proposed Development, described further below at "PROPOSED DEVELOPMENT OF OLD TOW'N TEMECULA
ENTERTAINMENT CENTER" and otherwise to allow for further development with the City. The Public Improvements
[L289429.81 35 DRAFT dated November 19, 1996
will serve and be available for use by owners, guests, and invitees of the Development as well as adjacent commercial
properties and residents of the City, and will at all times be available for use by members of the general public on a
nonexclusive basis.
Most of the proceeds from the sale of the Local Agency Bonds will be used to finance the construction and
acquisition of the Public Improvements which constitute the Project. The construction of the Project will be managed
by Fluor Daniel (the "Construction Manager") pursuant to the terms of a Construction Management and Supervision
Agreement dated as of December 1, 1996 (the "Construction Management Agreement") between the Construction
Manager and the CFD Financing Authority. See "- Construction Management and Supervision Agreement; Limited
Completion Guaranty" below.
Description of the Project
The following is a general description of the Public In43rovements, together with the estimated costs thereof, such
costs being based upon information provided by the Developer derived from analysis by the Developer of bids for some
of the work related to construction of the Public Improvements. No assurance can be given that the actual costs of the
Public Improvements will be equal to such estimates, or that there will be sufficient funds to complete the Public
Improvements, if the actual costs thereof are in excess of the estimates of the Developer. But see "- Construction
Management and Supervision Agreement; Limited Completion Guaranty" below.
[L289429.81 36 DRAFT dated November 19, 1996
TABLE 3
PUBLIC IMPROVEMENTS -- DESCRIPTION AND ESTIMATED COSTS*
Western Bypass Corridor-Construct a 4-lane roadway from Interstate 15 to $10,006,000
Vincent Moraga Drive, including a bridge over Murrieta Creek and traffic
signalization at the intersection of Front Street, with grading only from Vincent
Moraga Drive to Rancho California Road
First Street Improvements-Realign and construct the intersection of the four-lane 4,081,000
street improvements on First Street from Front Street to the Western Bypass Corridor,
to include a bridge over Muffieta Creek; and install traffic signals at Front Street
Old Town Sewer, Water System and Storm Drain System-Design and construct a 2,473,000
2.6 million gallon per day lift station and related sewer lines; design and construct a
water main and appurtenances with sufficient capacity for all fire protection
requirements; and, design and construct a storm drain system in Third and Sixth
Streets. with outlets into Murrieta Creek
Old Town Gateway Landscaping Project and Old Town Demonstration Block/ 728,000
Streetscape-Design and install landscaping along the west side of Front Street from
Rancho California Road to the Old Town post office and plan and construct
streetscape and public signage for the core of Old Town
Subtotal (subject of Limited Completion Guaranty by Fluor Corp.) 17,288,000
Land acquisition 2,600,000
Western Bypass design, environmental costs, and permit and inspection fees 1,971,000
Total $21,859,000
Estimate of Costs prepared by Fluor Daniel
Total construction costs to be paid by the CFD Financing Authority for all Public Improvements may not exceed,
in any event, monies available to pay the purchase prices thereof on deposit in the Improvement Fund.
In addition, the Project includes (i) the costs of engineering, design, acquisition of land and/or public easements,
planning, insurance, legal and accounting expenses and coordination related to the above-listed facilities, (ii) costs of
issuance for the Local Agency Bonds and the Bonds, and (iii) administrative fees of the City, the CFD Financing
Authority, the District and the Fiscal Agent related to the Local Agency Bonds.
EL289429.81 37 DRAFT dated Navomber 19, 1996
Constniction Management and Supe@ion Agreement; Limited Completion Guaranty
The Redevelopment Agency of the City of Temecula (the "Agency") and TEV, through its successor T.Z.B.G.,
Inc. a California corporation, entered into an Owner Participation Agreement, dated August 31, 1996, as amended by
the parties in the Amendment to Owner Participation Agreement on March 26, 1996 (collectively, the "OPA"). See
"PROPOSED DEVELOPMENT OF OLD TOWN TEMECULA ENTERTAINMENT CENTER -- Governmental
Approvals and Agreements - Owner Participation Agreement" herein. Under the terms of the OPA, TEV agreed to
design, acquire land, construct and install all Public Improvements at its sole risk, cost and expense in accordance with
the terms of the OPA. TEV also agreed to be solely responsible for all cost overruns or expenses incurred in building
the Public Improvements in excess of the Agency's contribution of $7,458,550. Pursuant to the terms of the OPA, TEV
was permitted to assign to Fluor Daniel, and Fluor Daniel could assume, TEV's obligation to design, install and construct
the Public Improvements.
It is contemplated that Fluor Daniel will enter into a Construction Management and Supervision Agreement and
Supplemental Letter Agreement (collectively, the "Construction Management Agreement") with the CFD Financing
Authority, the form of which has been substantially agreed to by Fluor Daniel and the CFD Financing Authority.
As presently drafted, the Construction Management Agreement would provide that the CFD Financing Authority
would issue the Local Agency Bonds and use the proceeds from the sale thereof to pay the costs of the design,
construction and installation of the Public Improvements. However, the CFD Financing Authority does not intend to
design and construct the Public Improvements itself; therefore, the Construction Management Agreement provides that
Fluor Daniel will negotiate and prepare, on behalf of the CFD Financing Authority, contracts that the CFD Financing
Authority will enter into with duly qualified and licensed contractors to design, engineer, construct, install, test and
inspect the Project. The CFD Financing Authority will fund construction of the Public improvements with monies
deposited to the Improvement Fund from the proceeds of the Local Agency Bonds. Fluor Daniel will manage the
administration of those contracts and the applications for payments from the professionals to the CFD Financing
Authority, and Fluor Daniel will receive a management fee for its services.
As presently drafted, the Construction Management Agreement provides that Fluor Daniel shall manage the
construction of the Public Improvements such that the costs paid by the CFD Financing Authority to contractors shall
not exceed $17,288,202 (the "Fixed Cost"), and Fluor Daniel shall bear any costs in excess of the Fixed Cost, subject
to the terms of the Construction Management Agreement. However, this agreement to bear costs in excess of the Fixed
Cost is subject to certain limitations. First, it is anticipated that the Developer will guaranty the completion of the Public
Improvements, up to a maximum liability of $7,500,000, and the Construction Management Agreement provides that the
assets of the Developer shall be exhausted before Fluor Daniel shall be obligated to bear any excess construction costs.
Second, Fluor Daniel's agreement to pay excess costs does not apply to the extent that such costs are due to environmental
subsurface conditions, governmental actions or events which qualify under the force majeure exception (collectively, the
"Non Guaranteed Costs"). The "force majeure" exception provides that certain delays or failures of performance shall
not constitute a default thereunder if such delays or failures are caused by occurrences beyond the reasonable control of
the applicable party and if the applicable party was unable to prevent the delays or failures through the exercise of
reasonable diligence. Third, Fluor Daniel shall not be liable for any costs in excess of the Fixed Cost to the extent that
change orders are allowed under the contractors' contracts which increase or decrease the Fixed Cost. Fourth, in no
event shall Fluor Daniel's liability for costs in excess of the Fixed Cost exceed the lesser of (i) the amount which Fluor
Daniel has received as management fees under the Construction Management Agreement, or (ii) One Million Dollars
($1,000,000).
As presently drafted, the Construction Management Agreement also provides that Fluor Daniel shall guaranty that
the Public Improvements shall be completed no later than sixteen months after the issuance of the Bonds, subject to (i)
delays caused by environmental subsurface conditions, goverrunental actions or events which qualify under the force
CL289429.81 38 DRAFT dat*d November 19, 1996
majeure exception of the Construction Management Agreement, and (ii) any changes in tiine in the contractors' contracts
pursuant to the change order and/or force niajeure provisions of said contracts.
The Construction Management Agreeinent may be terminated by either party with the consent of the other, and
by the CSD Financing Authority upon an event of default as described therein.
Furthermore, it is also contemplated that Fluor Corporation, a Delaware corporation ("Fluor"), will provide a
guaranty (the "Limited Completion Guarantee") to the Authority which will guaranty Fluor Daniel's full and complete
performance of its obligations under the Construction Management Agreement.
Joint Community Facilities Agreements
The public improvements included within the Project will ultimately be owned and operated by agencies other than
the CFD Financing Authority. Pursuant to the requirements of the Mello-Roos Act, the CFD Financing Authority has
entered into joint community facilities agreements with each of the participating agencies that ultimately will own and
operate portions of the Project, including agreements with the City, the Eastern Municipal Water District, the Rancho
California Water District and the Riverside County Flood Control and Water Conservation District. The agreements
provide, in effect, that the respective public agency will not accept dedication of the respective improvements until they
are fully installed, inspected and paid for, and are otherwise acceptable to the applicable public agency.
Financing Plan
The financing plan anticipates that the Local Agency Bonds will be issued to finance the construction of Public
Improvements. The Special Tax will be levied on and collected from each parcel in the District subject to the Rate and
Method of Apportioranent as set forth in APPENDIX B - "RATE AND METHOD OF APPORTIONMENT OF
SPECIALTAX"attachedhereto. See"LOCALAGENCYBONDS-SecurityfortheLocalAgencyBonds"fora@er
description of the Special Tax. The Special Tax is to be iinposed on the properties subject to the Special Tax within the
District at rates which, within the liniits of the Maximum Special Tax, will be sufficient to pay the interest on and
principal of and minimum sinking fund account payments for and redemption premiums, if any, on the Local Agency
Bonds as they become due and payable and to replenish the Reserve Fund to the Reserve Requirement and to pay all
Adniinistrative Expenses as they become due and payable in accordance with the provisions in the Fiscal Agent
Agreement. The debt service on the Local Agency Bonds is scheduled to be sufficient in time and arnount to pay debt
service on the Bonds.
It is currently anticipated that the components of the Public hwrovements to be financed with proceeds of the
Local Agency Bonds deposited into the improvement Fund will be completed approximately fifteen (15) months after the
issuance of the Bonds and the Local Agency Bonds. A number of factors, including cost overruns, inclement weather,
and labor strikes, could result in delays or postponements of the construction of certain of the Public hmrovements.
PROPOSED DEVELOP OF OLD TOWN CULA ENT7,RT CENTER
The information provided in this section "PROPOSED DEVELOPMENT OF OLD TOWN TEMECL7LA
ENTERT NT CENTER" has been included because ft may be considered relevant to an informed evaluation
and =Wysis of the Bonds. Although planning for the development of Old Town Temecula is at an advanced stage,
actual construction of unprovements has not commenced, and no assurance can be given that the proposed
Development wffl occur as described herein. No assurance can be given that development of the land within the
District will occur, or that it will occur in a timely name or in the configuration or intensity described herein,
or that any landowner or Developer described herein wffl obtain or retain ownership of any of the lmd within the
District.
[L289429.81 39 DRAFT dated Noven*w 19, 1996
The following information has been supplied by the Developer and others and none of the Authority the
CFD Fmancmg Authority or the Underwriter make any representation as to its accuracy or completeness.
The inclusion of the following information in this Ofridal Statement should not be construed to suggest that
the Special Taxes levied on property owned by the Developer that will be used to pay the Local Agency Bonds are
recourse obligations against the Developer, any member of the Developer, or any affiliate of any member. The
Special Taxes are secured by Hens on the real property within the District. There is no assurance that the
Developer or any other owner will be @daby able to pay the special taxes levied on property owned by the
Developer or that the Developer or any other owner will pay such speciw taxes even though financially able to do
so. The Local Agency Bonds are secured solely by the Special Taxes received by the CFD Financing Authority and
deposited to the Bond Fund and certain other amounts on deposit with the Fiscal Agent.
General
The proposed development known as "Old Town Temecula Entertainment Center" (the "Development") is planned
to consist of approximately 265,000 square feet of facilities to be located on approximately 53 acres of property to be
owned by Developer or its direct or indirect affiliates (the "Property") in Temecula, California (the "City"). The City
is approximately 85 miles southeast of Los Angeles, 45 miles south of Riverside, and 60 miles north of San Diego. The
City is located near the intersection of Interstate 15 and Interstate 215, which services approximately 27 million vehicles
annually. The City and surrounding areas within 35 miles of the City currently have a population of approximately 2
million.
The Development as currently planned will be centered around a 2,000 seat outdoor town square park venue,
Festival Square, to be located in the heart of Old Town Temecula. The Development buildings will match the late 19th
century Wild West Architecture of the existing Old Town area. The heart of the Development will consist of three live
indoor theater venues with a combined capacity of 3,850 seats that the Developer (as defined below) plans to construct
around and near Festival Square, and a Wild West Arena with a maximum seating capacity between 6,000 and 7,200
(depending on configuration) that the Developer plans to construct at the western end of the Development. As currently
planned, the Development will incorporate restaurants, a virtual reality simulation theater, a giant-screen IMAX/rWERKS-
type movie theater, a video game center and retail space around and amongst the live theaters with the objective of
providing visitors with a complete entertainment experience. The Developer's plans for each portion of the Development
are described in detail below.
The Developer
Old Town Entertainment, LLC, a Delaware limited liability company (the "Developer'), will be formed for the
purpose of acquiring the Property, and owning, constructing, developing and managing the Development. Temecula
Entertairanent, LLC (the "Holding Company') will be formed to hold an 85 % interest in the Developer. Ownership of
the remaining 15 % of the Developer has been reserved for the Subordinated Note investors. See "- The Private
Financing" below.
The Holding Company is expected to be owned by Temecula Entertainment Valley, Inc. ("TEV"), Fluor Daniel
Temecula, Inc. ("Fluor Temecula"), and Entrepreneurial Entertainment Corporation, Inc. ("EEC") (collectively, the
"Members"), who are contributing $8.7 million, $10 million, and $2.9 million, respectively, to the Holding Company's
capitalization. Of TEV's contribution, approximately $7.5 million will be funded by the Agency, in partial consideration
for TEV's agreement to build certain public improvements. Such payment by the Agency will constitute taxable income
to TEV.
The Limited Liability Company Agreements to form the Developer and the Holding Company have not yet been
@ized. With respect to those ten-ns relating to distributions from the Holding Company, the Members currently
[L289429.81 40 DRAFT &W Novembw 19, 1996
contemplate that such distributions would be made approximately as follows: (a) initial distributions would be made
proportionately (excluding the portion of the TEV contribution funded by the Agency) until all Members have received
a return of capital, (b) next, distributions would be made in accordance with certain agreed ratios (which would allocate
relatively more to Fluor Temecula) until Fluor Temecula receives a 25% internal rate of return on its investment, and
(c) thereafter, distribution-; would be made in accordance with another set of certain agreed ratios. The Members are
considering raising additional capital, either ainong themselves or through another person or entity, which has delayed
the final organization of the Holding Company.
Additional information regarding the Members follows:
Teynecula Entertainment Valley, Inc.
TEV (formerly known as T.Z.B.G. Inc., a California corporation) was formed in 1995 for the sole purpose of
developing the Development. TEV's principal owner is Mr. Zev Buffhm. See "- Management" below.
Fluor Daniel Temecula, Inc.
Fluor Daniel Temecula, Inc., is wholly owned by Fluor Daniel. Fluor Daniel is one of the world's largest
engineering and construction firms. Fluor Daniel has more than 50 offices and locations on six continents that work for
an average of 700 clients on more than 2,000 projects throughout the world. Fluor Daniel employs approximately 17,000
professionals and approximately 23,000 skilled craftworkers, and has been involved in both single phases and the entire
construction of many complex projects.
Fluor Daniel is the principal subsidiary of Fluor Corporation, a California corporation ("Fluor"). Fluor, a NYSE-
listed company (FLR) which has an A2/A+ credit rating, has a market capitalization of approximately $5.2 billion, and
sales for the twelve months ending April 30, 1996 of $10.0 billion, indirectly will be the largest shareholder in the
Holding Company.
Entrepreneurial Entertainment Corporation, Inc.
Entrepreneurial Entertaimnent Corporation, Inc. is one of a diverse group of businesses owned by Duane R.
Roberts. The focus of his strategically linked companies includes hotel, apartment and other real estate operations,
including the national historic landmark Mission hm hotel in Riverside, California, over 8,000 apartment units in
Oklahoma, Texas and Kansas, several shopping centers in California, food manufacturing, financial investments and
numerous other equity investments.
Management of the Development
Officers of the Developer
The Developer's senior management are listed below:
0 Zev Buffum - Chief Executive Officer
Zev Buffnian has 37 years of experience in live entertainment, ranging from major Broadway show production
activities to multi-theater management and operations, including major outdoor amphitheater construction and
operation. Mr. Buffman's background in venue development began in 1960 when he created "Vintage 60' and
co-produced it for Broadway with veteran Broadway producer David Merrick. Since then, Mr. Buffhm has
acted as producer of 41 Broadway shows, two London shows and over 250 touring productions. Over the years,
Mr. Buffhian's Broadway productions have earned 27 Tony Award nominations. In 1988, he becarne a founding
[L289429.81 41 DRAFT dated November 19, 1996
general partner of the National Basketball Association's Miami Heat basketball team and spearheaded the
negotiations with the City of Miami for the construction of the 15,350-seat Miami Arena. Mr. Buffinan will
assume responsibility for all operations and the creative elements of the Development including the development
and creation of live entertairunent products.
0 R. Dennis Finfrock - Chief Ope@ Ofricer
Mr. Finfrock joined the Developer in 1996 as Chief Operating Officer. Prior to joining the Developer, Mr.
Finfrock opened and acted as General Manager of the 17,000 seat multi-purpose MGM Grand Garden Arena in
Las Vegas, Nevada from 1992 to 1995. From 1976 to 1992, Mr. Finfrock was employed by the University of
Nevada Las Vegas and served, among other things, as Executive Director of the Thomas and Mack Center and
Sam Boyd Silver Bowl and as Interim Athletic Director. Mr. Finfrock is currently serving as President of the
International Association of Assembly Managers
o Paul C. Sundeen - Chief Financial Officer
Mr. Sundeen joined the Developer in 1996 as Chief Financial Officer. Prior to joining the Developer, Mr.
Sundeen was with Price Waterhouse LLP for 29 years, the last 18 years as a partner. While with Price
Waterhouse, Mr. Sundeen established and was the partner-in-charge of the firm's Riverside, California office for
10 years. Mr. Sundeen was also the partner-in-charge of the firm's Salt Lake City, Utah office for three years.
Mr. Sundeen's experience includes accounting, auditing, fmancial reporting and business consulting for
goverrunental units, and public and private companies in a variety of industries.
Management Commiuee
The Developer anticipates fomiing a Management Conunittee consisting of at least three members to whom the
senior executives will report. The initial Management Committee members are named below. Additional Management
Committee members may be appointed with the approval of the Members.
Name A@e Position
Zev Buffhian 62 Chairman
Duane R. Roberts 59 Member
Darrell E. Waters 46 Member
Messrs. Buffinan and Roberts are discussed above. Mr. Waters is president of Fluor Daniel's Commercial &
Institutional Operating Company.
OGDEN Entertainment SeMces, Inc.
The Developer intends to enter into a Management Agreement with OGDEN Entertainment Services, Inc.
("OGDEN") to provide full facility management and food and beverage service supervision for the Development.
OGDEN is a subsidiary of OGDEN Corporation, which is listed on the New York Stock Exchange under the ticker
symbol "OG. " Under the present draft of the Management Agreement, OGDEN's services to the Development will
include pre-opening services relating to the operations of the Development, and post-opening operations services such
as events scheduling and marketing, supervision of maintenance, ticket sales and provision of security services.
OGDEN is a comprehensive provider of public assembly facility management and related services for arenas,
amphitheaters, civic and convention centers, theaters and racetracks. OGDEN provides its clients with a complete facility
services program to accomplish the broad array of activities that comprise the overall operation of a public assembly
CL289429.81 42 DRAFT dated November 19, 1996
facility such as the Development. The services program offered to facilities by OGDEN includes management and
operation of concessions, booking and scheduling entertainment and other attractions, marketing and sales, advertising
and public relations, ticket distribution operations, crowd and event management, car parking operations, building
operations and maintenance support services. OGDEN currently manages over 140 entertainment facilities located in
North America, South America, Europe and Australia. Representative OGDEN clients include the Target Center in
Minneapolis, the Great Western Forum in Los Angeles, the Arrowhead Pond in Anaheim and The Greek Theatre in Los
Angeles.
It is anticipated that OGDEN will agree, under the Management Agreement, not to provide concert and live
entertainment booking services for any venue with up to 10,000 seats that are located within a 60-mile radius of the
Development.
Ownership of the Real Property
The District encompasses approximately 163 net acres (net of public improvements and rights of way) and consists
of six distinct areas know as follows:
(i)Old Town Core (approximately 8 acres);
(ii)Arena (approximately 26 acres);
(iii)Parking (approximately 19 acres);
(iv)Hotel/Commercial (approximately 24 acres);
(v)Residential/RV Park (approximately 17 acres); and
(vi) Open Space (approximately 69.5 acres).
While the land within the District is presently owned by various individuals and the City, TEV is in escrow to
purchase all of the land within the District. Except for the Residential/RV Park property, TEV intends to close escrow
on all of the property in the District simultaneously with the issuance of Bonds and innnediately transfer title to all of
the property purchased to the Developer. TEV does not presently intend to purchase the Residential/RV park property
siznultaneously with the other properties; it will retain an option to acquire the property in the future, however, and the
property, if purchased, will not be transferred to the Developer.
The "Development" is comprised of approximately 53 acres, consisting of the Arena property, the Parking
property and the Old Town Core property.
Old Town Core
The portion of the Property lmown as "Old Town Core" consists of approximately eight (8) acres comprised of
multiple parcels owned by approximately twenty-four (24) different individuals (the "Old Town Owners"). TEV is in
escrow with each of the Old Town Owners to purchase each property. The cumulative purchase price for the Old Town
Core Property is approximately $5,900,000. As described above, TEV intends to close these transactions simultaneously
with the sale of the Bonds and the Private Financing, and then immediately transfer title to the Developer.
The Developer plans to construct the Opera House, the Palace Cabaret Theater, the Little Theater, Festival
Square, the virtual reality and giant screen theaters, the game center and the retail and restaurant portions of the
Development on the Old Town Core Property. For further description of these facilities, see "- Development
Components" below. Although portions of the Old Town Core are presently improved, the Developer intends to demolish
these improvements as part of its plan for the construction of the Development Components.
[L289429.81 43 DRAFT dated Novembw 19, 1996
Arena
The portion of the Property known as "Arena" consists of approximately 26 acres owned by John F. Firestone,
an individual ("Firestone"), and located west of the Old Town Core. Firestone is currently in escrow with Hancock
Development Company, Inc., a California corporation ("HDC") to sell the Arena Property. HDC has entered into a
Memorandum of Understanding dated November 10, 1995 (the "MOU") with TEV and Escrow Instructions dated January
16, 1996 (die "Arena Escrow Instructions") with TEV which provide for the sale by HDC of the Arena Property to TEV
irmnediately upon HDC's acquisition of the Arena Property from Firestone. The purchase price for the Arena Property
is $3,500,000. Simultaneously with the issuance of the Bonds, TEV will purchase the Arena and then immediately
transfer title to the Developer. The Developer plans to construct the Wild West Arena on the Arena Property. For
further description of the Wild West Arena, see "-- Development Components" below.
Parking
The portion of the Property known as "Parking" consists of approximately 19 acres comprised of five lots owned
by Firestone, which are adjacent to the Arena Property. Pursuant to escrow instructions dated January 29, 1996 (the
"Parking Escrow Instructions"), TEV is currently is escrow with Firestone to acquire the Parking Property. Pursuant
to the Parking Escrow Instructions, TEV will pay $650,000 in cash for the Parking property, and also, immediately after
taking title and utilizing funds from the Private Financing, shall satisfy certain outstanding debts in the approximate
amount of $1,446,000 which are presently secured by two liens on the property. The Developer plans to construct
parking facilities on the Parking Property.
Open Space
The portion of the Property known as "Open Space" consists of approximately 69.5 acres owned by Firestone
and located west of the Old Town Core. Firestone is currently in escrow with HDC to sell the Open Space. The MOU
and certain escrow instructions dated January 16, 1996 (the "Open Space Escrow Instructions") between HDC and TEV
provide for the sale by HDC of the Open Space to TEV immediately upon HDC's acquisition of the Open Space. The
Developer currently anticipates that upon acquisition, the Open Space Property will be donated, dedicated, or otherwise
used by a public agency to mitigate wildlife protection concerns and to satisfy conditions for receipt of environmental
permits. See "- Government Environmental Permits" below. The Open Space Property shall not be subject to the
Special Tax and hence should not be considered security for the Local Agency Bonds. See "THE LOCAL AGENCY
BONDS -- Security for the Local Agency Bonds" herein.
HotellContmercial
The real property known as "Hotel/Conunercial" consists of approximately 24 acres owned by Firestone, and
located west of the Old Town Core. Firestone is currently in escrow with HDC to sell the Hotel/Commercial Property.
The MOU and certain escrow instructions dated January 16, 1996 (the "Hotel/Conunercial Escrow Instructions") between
HDC and TEV provide for the sale by HDC of the Hotel/Conunercial Property to TEV immediately upon HDC's
acquisition of the Hotel/Commercial Property from Firestone.
Pursuant to the MOU and the Hotel/Commercial Escrow Instructions, the purchase price for the
Hotel/Commercial Property is $1,500,000 (the "Hotel/Connnercial Purchase Price"). The Hotel/Commercial Purchase
Price is payable pursuant to a promissory note executed by the Developer in favor of HDC (the "Hotel/Commercial
Note"). The Hotel/Commercial Note is secured by a deed of trust on the Conmiercial portion of the Hotel/Conunercial
Property. The Hotel/Cominercial Note matures on June 1, 2002.
[L289429.83 44 DRAFT dated November 19, 1996
The Members of the Holding Company currently plan to construct a hotel on the Hotel/Commercial Property,
but such construction is not included within the current phase of financing for the Development and there can be no
assurances that the Members will construct a hotel on the property. See "- Future Plans for the Development" below.
ResidentialIRV Park
The portion of the Property known as "Residential" consists of approximately 17 acres owned by Firestone, and
located west of the Old Town Core. Similar to the Arena and the Hotel/Commercial Property, Firestone is currently in
escrow with HDC to sell the Residential/RV Park Property. The MOU and certain escrow instructions dated January
16, 1996 (the "Residential Escrow Instructions") between HDC and TEV provide for the sale by HDC of the Residential
Property to TEV immediately upon HDC's acquisition of the Residential/RV Park Property from Firestone.
Pursuant to the MOU and the Residential Escrow Instructions, the Developer's purchase price for the
Residential/RV Park Property will equal HDC's cost to acquire the Residential/RV Park Property. Pursuant to the MOU,
the Developer may defer the purchase of the Residential/RV Park Property upon provision of certain additional security
to HDC as set forth in the MOU.
TEV does not presently intend to acquire the Residential/RV Park property simultaneously with the acquisition
of the other properties . Although TEV retains the right to acquire this property in the future, there can be no assurances
that TEV will acquire this property. Hence, the Residential/RV Park property should not be considered as security for
the Local Agency Bonds. See "THE LOCAL AGENCY BONDS - Security for the Local Agency Bonds" herein. In
the event that TEV does acquire this property, it has indicated a desire to construct a recreational vehicle park thereon.
Govemmental Approvals and Agreements
AdWsory Election
On March 10, 1995, the City held an advisory election pursuant to which the registered voters in the City had
the opportunity to vote to approve the concept of the Old Town Entertainment Center. The ma ority of the citizens voting
at the advisory election approved the Old Town Entertainment Center.
77te Specific Plans
The portion of the Development that is bordered by Rancho California Road on the north, Interstate 15 on the
east and Santiago Road, First Street on the south and Pujol Road on the west is included in the Old Town Temecula
Specific Plan (the "Old Town Specific Plan"). The property within the Old Town Specific Plan, which contains over
twenty historic buildings, is the historic and cultural center of the City. The City Council approved the Old Town
Specific Plan on February 22, 1994 pursuant to Ordinance No. 94-05 and Resolution No. 94-13. An amendment to The
Old Town Specific Plan revising the sign ordinance standards was approved by the City on January 23, 1996 pursuant
to Ordinance No. 96-01 and Resolution No. 96-03. As currently planned, the portion of the Development within the Old
Town Specific Plan will include the Opera House, the Palace Cabaret Theater, the Little Theater/Studio, the virtual reality
simulation theater, the giant-screen IMAX/IWERKS-type movie theater, the game center, and restaurant and retail space,
all centered around the Festival Square. The property within the Old Town Specific Plan is also a part of the Temecula
Redevelopment Project Area 1988-1 (the "Redevelopment Project Area"), and is the subject of an Owner Participation
Agreement (as described further below).
The portion of the Development that lies west of Pujol Street is governed by the Westside Specific Plan, which
was adopted by the City Council as Ordinance No. 95-08 on June 27, 1995 (the "Westside Specific Plan"). As currently
planned, the Wild West Arena and parking facilities will be constructed on the property within the Westside Specific Plan.
[L289429.81 45 DRAFT dat*d November 19, 1996
The portion of the Development that lies within the Westside Specific Plan is the subject of a Development Agreement
(as described further below).
Tentative and Final Maps
Tentative Tract Map No. 28011 (the "Tentative Map") was approved by the City Council on June 23, 1995
pursuant to Resolution No. 95-5 1.
Master Conditional Use Pe@t
The City's Planning Department approved a master conditional use permit (the "MCUP") for the Development
on June 23, 1995 pursuant to Resolution No. 95-50. The MCUP relates to the area generally bounded by Sixth Street,
First Street, Murrietta Creek and Interstate 15, and permits cabaret theaters, restaurants, saloons, an opera house, a
television/radio station, virtual reality theaters, a quick draw area and offices to be constructed in that area.
Zoning
On June 13, 1995, the Developer applied for a change of zone for the Residential Property from R-A-20
(residential/agricultural) to S-P (specific plan) pursuant to Planning Application No. 95-0003. The zone change was
approved pursuant to Ord. No. 95-09.
7'he Development Agree?nent
The Development Agreement, by and between the City and Hancock Development Company, a California
corporation, and John F. Firestone (collectively, the "Original Developer"), dated August 31, 1995, and recorded
November 6, 1995, was adopted by the City pursuant to Ordinance No. effective as of August 31, 1995. The
Development Agreement was recorded in the official records of Riverside County, California on November 6, 1995.
The City and the Original Developer entered into the Development Agreement pursuant to California Govenunent Code
Section 65864 et M. (the "Development Agreement Law"). The Development Agreement grants the Original Developer
certain vested rights to develop the portion of the Development located in the Westside Specific Plan in accordance with
City approvals and the terms of the Development Agreement.
While Development Agreement Law provides that a developer can obtain a vested right to develop its real
property pursuant to a validly executed development agreement, California courts have not yet considered the
Development Agreement Law's enforceability. Consequently, although the Development Agreement purports to provide
the Developers with a vested right to build the Development as currently planned, there can be no assurances that a court
would uphold the Development Agreement Law if challenged.
Owner Participation Agree?nent
TEV and the Agency entered into an Owner Participation Agreement dated as of August 31, 1995, and amended
pursuant to an Amendment to Owner Participation Agreement dated March 26, 1996 (collectively, the "OPA") to govern
the redevelopment of a portion of the Property that is within the Old Town Specific Plan. The OPA effectuates the
Agency's Redevelopment Plan for the Temecula Redevelopment Project Area 1988-1 (the "Redevelopment Plan"). The
OPA contains provisions governing the terms and scope of development of that portion of the Project and the
Development that are within the Old Town Specific Plan, including:
0a construction schedule stating that TEV will begin construction of the Project promptly upon receipt of
(i) satisfactory financing for the Development, (ii) payment from the Agency in the amount of $7,458,550 (the
[L289429.81 46 DRAFT dated November 19, 1996
"Agency Contribution"), and (iii) ownership of the portion of the real property to be redeveloped pursuant to the
OPA;
0an agreement that the Agency will assume responsibility and financial risk for the land acquisition, design
andconstruction of (i) the Main Street Bridge improvements (to be constructed in the Agency's discretion), (ii)
theSixth Street parking improvements, and (iii) Main Street facades and non-conforming sign removal;
0 an agreement that the Agency Contribution will be used to towards development of the Project, subject
to the terms and conditions of the OPA; and
an agreement that a user charge of 8-3/4 % will be implemented for each ticket sold for the Development,
and that the user charge (i) may be committed or pledged by TEV to the fmancing or refinancing of the
Development, if necessary, for a period of 35 years from the date of closing of the financing of the Development,
(ii) will be paid to the Agency, beginning in the 36th year and concluding at the end of the 50th year, as
additional consideration and return for the Agency Contribution, in an amount up to $2,000,000 per year (such
ceiling to be increased by a percentage equal to the average ticket price increase each year beginning in the 37th
year, with any excess user charges above the amount due the Agency to be paid to TEV), (iii) the collection of
the user charges shall be suspended for such period of time as there is in effect a valid admissions tax upon tickets
or admissions to the events in the Development imposed by State or local authorities, and (iv) may be assigned
by the Agency, or otherwise paid pursuant to the OPA, to the City.
Environmental Review
On June 13, 1995 the City Council considered and certified an Enviroinnental Impact Report (PI
Application No. PA95-0031) (the "EIR") for the Development in accordance with the California Environmental Quality
Act (Public Resources Code Section 21000 et M.). The EIR addresses potential environmental impacts associated with
the Development, and serves as the "master" environmental document for the review of subsequent applications for the
Development, such as site plans and maps. All future development applications must be consistent with the design, intent,
density, use and development standards analyzed in the EIR and embodied in the Old Town Specific Plan and the
Westside Specific Plan; otherwise, additional environmental review may be required.
Government Environmental Pernuts
The Developer must obtain certain government environmental permits, certifications and agreements
("Environmental Permits") from the United States Fish & Wildlife Service (the "Service"), the Army Corps of Engineers
(the "Corps"), the California Department of Fish and Game (the "Department"), and the Regional Water Quality Control
Board (the "Board"), before conunencing or completing construction of certain of the improvements comprising the
Project and the Development. Failure to obtain any such approvals could adversely affect land development operations,
and any delays in receiving the approvals could delay the timely completion of the Project and the Development.
United States Fish & Wildlife SerWce - 10A Pemzit. It is illegal to harin or disturb any animals, plants or other
living organisms in their habitat that have been listed as an endangered species by the Service under the Federal
Endangered Species Act without a permit from the Service. A survey of the District was conducted to detect federally
listed species, species proposed for listing, and critical habitat that may be affected by the proposed Development. The
survey detected two pairs of the California gnatcatchers, a 'federally listed endangered species" on the District, and
determined that the District contains native coastal sage scrub habitat. Based upon such survey, the Service and the
Commission have informed the Developer that a Section 10A permit must be issued by the Service before construction
of the Development can conunence.
[L289429.81 47 DRAFT dated November 19, 1996
The Developer has completed the negotiations over the content of the IOA permit with the Service and all
procedural requirements have been fulfilled. The Developer is @izing the text of the agreement with the Service which
will implement all of the conditions necessary. It is presently anticipated that the IOA permit will be issued in late
November or early December. The issuance of the IOA permit requires that the Developer purchase and set aside a
habitat dedicated to the California gnatcatcher as compensation for the impact within the project site. The Developer
plans to donate approximately 200 acres of property including all of the Open Space for creation of the habitat and
establish an endowment for its long-term management.
Army Corps of Engineers - 404 Permit. If proposed development will involve the discharge of dredged or fill
material into wetlands or other waters of the United States, the developer must first obtain from the Corps a permit, or
a determination that the development is not within the Corps' jurisdiction before the developer can begin construction.
It has been determined that the Old Town First Street Bridge and the Western Bypass portions of the Project require a
404 Permit before construction may begin. The City submitted applications for the First Street Bridge and Western
Bypass portions of the Project, and received the 404 Permit for the Western Bypass portion in July 1996, and the First
Street Bridge portion in August, 1996.
State Department of Fish and Game - 160111603 Agreement. A property owner must execute a " 1601/1603
Agreement" with the Department when development activities will affect wildlife or strearnbeds regulated by the
Department. The Developer entered into such an agreement with regard to both the Western Bypass portion of the
Project and the First Street Bridge portion of the Project in August 1996.
Regional Water Quality Control Board - Section 401 Certification. If a proposed development will affect the
waters of the United States, the developer must obtain a certification from the Board that the development will not create
a source of pollution, or a waiver of such certification. The Section 401 certification, or the waiver of such, is a
condition of obtaining the Army Corps of Engineers Section 404 Permit. In July 1996, the Developer obtained waivers
from the Board as to both the Western Bypass portion of the Project and the First Street Bridge portion of the Project.
Development Components
The contemplated theater venues include the "Wild West Arena" that the Developer plans to construct at the
western end of the Development, and the "Opera House," "Palace Cabaret Theater," and "Little Theater" that Developer
plans to construct around and near an outdoor town square park venue known as "Festival Square. " As currently planned,
the Development will incorporate a virtual reality simulation theater, an interactive video game center, a giant-screen
IMAX/IWERKS-type movie theater and parking, as well as a 7,000-square foot themed restaurant and approximately
14,000 square-foot food court in the Festival Square area and 20,000-square feet of theatrical/westem theme oriented
retail space.
Wild West Arena. The Wild West Arena will consist of an all-purpose, approximately 100,000-square foot arena,
adjacent to the primary parking facility at the west end of Old Town's Main Street atop an elevated plateau. It is
anticipated that the Wild West Arena will initially be built with permanent seating capacity for 4,800 for sporting events,
such as hockey and rodeos, including 360 corporate box seats. The arena will have sufficient space to acconunodate an
additional 1,200 temporary seats, which can be made a permanent installation in the future. Additionally, the seating
capacity of the Wild West Arena will expand for concert events by placing up to 1,200 seats on the floor area of the
Arena that is typically in use during sporting events, rodeos, etc. The design of the Wild West Arena provides the large
capacity and flexibility necessary for the presentation of a wide variety of events. The Wild West Arena will include four
food and five merchandise outlets.
The Developer believes a number of family shows and sporting events would be appropriate in the Wild West
Arena, including the circus, ice shows, gospel and religious performances, championship wrestling, boxing, hockey and
[L289429.81 48 DRAFT dated Novembor 19, 1996
basketball. The Developer is also planning to present a championship rodeo each fall and other rodeo and bull riding
events.
Opera House. The Opera House will be an approximately 55,000-square foot proscenium theater located in the
Festival Square area of the Development. The Opera House will have a total seating capacity of 2,200, comprised of
1,400 orchestra floor seats and 800 balcony seats (including 100 corporate box seats). The stage will be 5,790 square
feet including apron and wings. The Developer plans to present touring Broadway shows, touring Sunday Pops concerts,
orchestras, dance troupes, showcase performances by nationally known performers and guest speakers at the Opera
House.
Palace Cabaret Yheater. The Palace Cabaret Theater will be an approximately 32,000-square foot, cabaret-style
theater with 1,450 seats on one level, with 500 of these seats capable of a buffet dinner being served. The remaining
patrons will be served drinks and snacks. Wait staff will complete service prior to commencement of each perfommce,
but will continue to serve beverages. It is anticipated that the Developer will present intimate concerts with mid-level
stars, all-star ice shows, newly discovered talent, a speaker series and small musical productions at the Palace Cabaret
Theater. The stage will be 5,000 square feet including forestage and wings.
Little 7heater. The Little Theater is planned to be an approximately 5,000-square foot, 200-seat theater with
flexible staging capabilities. The Little Theater will serve several project needs: daytime children's theater shows;
nostalgia stars in simple concerts or presentations; breakfast, lunch and dinner meetings and tributes in a cafe setting with
a stage; conununity and university regional productions of plays and musicals; as well as rehearsals and meetings. Most
importantly, this "convertible" theater will house the editing and control booth serving the Little Theater, the Opera
House, the Palace Cabaret and Festival Square and will be sufficiently soundproofed to be the Development's recording
and video facility. This facility, to be known as "The Old Town Studios and Production Center," will also be rented to
visiting artists who wish to rehearse and record during their stay in Temecula.
Festival Square. Festival Square has been designed to be the central gathering point of the Development and will
consist of a 21,000-square foot outdoor festival facility with a total capacity of 2,000 people, where musicians, singers,
bands and dancers will present concerts free of charge during the peak hours of the Development. The Developer,
however, also plans to offer a series of gated, paid festivals at Festival Square, potentially including jazz concerts, dance
competitions, symphonies, and mariachi galas. The Developer plans to sell tickets for the gated Festival Square events
for afternoon and evening "shifts", which will give Festival Square a total daily capacity of 4,000 people.
Virtual Reality Simulation 7heater, Interactive Center and Giant Screen 77zeater. The Development will include
a 24-seat virtual reality simulation theater, a 300-seat giant screen IMAX\AWRKS-type theater and a 5,300-square foot
interactive center, comprising a total of approximately 20,230 square feet. It is anticipated that the virtual reality
simulation theater will contain 24 moving seats, and the shows will feature action scenes from classic motion pictures.
The theater will have a significant pre-show plaza where patrons can purchase food, beverages and novelty items while
waiting for shows to begin. The Developer anticipates that patrons will often be entertained by costumed actors having
a "connection" to the film or the theme of the Old Town environment.
The Developer is accepting bids from the three major producers of virtual reality rides to develop the virtual
reality simulation theater. The specially designed virtual reality simulation theater will include high definition film or
video and seats that move in synchronicity with the action on the screen for the four-minute ride.
A three hundred seat giant screen theater will occupy the space adjacent to the pre-show plaza and near the
simulation theater. Short films (15-20 n-dnutes) will be shown on the enormous screen ranging from a trip through the
Grand Canyon to balloon rides across the Rockies. The screen will also be able to display traditional 35nun films,
allowing the theater to double as a regular cinema.
[L289429.81 49 DRAFT dated November 19, 1996
The interactive center at the Development is planned to include 75 state-of-the-art video game units within 5,300
square feet of space. The interactive center is essentially an advanced video arcade for children, similar to those
incorporated into casinos and adult-oriented entertainment facilities throughout the country.
Parking. As part of the development of the Development, the Developer will construct approximately 2,800 to
3,000 paved parking spaces, adjacent to the Wild West Arena, that will provide convenient access to all venues at the
Development. Certain of the land owned by the Developer (i.e. the Parking property) is sufficient to add over 1,000
parking spaces inunediately next to the Development as need arises. The parldng spaces will be easily accessible from
the Western Bypass providing direct freeway access, and will be targeted to visits of two hours or longer. The Western
Bypass will connect Interstate 15 at the Highway 79 South exit south of the Complex with Rancho California, the next
major road connection to Interstate 15 north of the Complex. The Developer expects that a large portion of the visitors
to the Development will arrive by automobile, and plans to charge a daily parking fee for automobiles and motor coaches.
Shuttle buses will be available to transport visitors from and to the parking area. On weekends, a themed trolley will
operate between the main parking area and Festival Square. OGDEN will manage and supervise the parking operations
at the Development. In addition, the City has stated that it will iznpose short-term street parking restrictions in the Old
Town area, effectively requiring Development patrons to use the parking areas at the Development.
There can be no assurances that construction of the Development wfll commence or reach completion as
described above or within the Developer's currently anticipated time frame. The design and engineering of the
Development is at the initial stage, and subject to change. Additionally, the Developer must obtain certain
govenmmental approvals and permits to construct each component of the Development. The plans for the
Development may be affected by the Developer's failure to obtain the n approvals and permits. See
"SPECL4,L RISK FACTORS - Risks Associated with Faffure to Complete Project or Development," Failure to
Develop Land" and Local, State and Federal Land Use ReguMons."
Private Financing
The Development will be funded by equity investments from TEV, Fluor Temecula and EEC, through the
Holding Company, totalling $21.6 million, plus $86 million of debt financing that the Developer is seeking to raise from
institutional investors. Fluor Daniel will provide a $61.6 million guaranteed price, design-build construction contract and
completion guarantee as the construction manager for the Development. The total estimated cost of developing,
constructing and opening the Development is $103.6 million, including accrued interest.
The debt financing is anticipated to consist of $60 million of Senior Notes, $22 million of Subordinated Notes,
and a $4 million working capital credit facility (the "Revolver").
The proceeds from the $60 million Senior Notes are anticipated to be drawn down by the Developer periodically
during the eighteen month construction period, conunencing in the fourth or fifth month of the construction period, but
in any event only after full funding of the Subordinated Notes. The Developer will be required to set aside and not draw
down an interest reserve sufficient to cover interest payments on the Senior Notes during the first eighteen (18) months
after closing. During the construction period, the Developer will use any available excess cash to reduce periodically
the principal balance of the Senior Notes. This cash sweep will terminate at the end of the construction period. The
Senior Notes will be secured by a first perfected security interest in the real property (except that the property in the
District shall be subject to the first lien for the Special Taxes) and certain other assets of the Developer, including all
Member interests in the Developer. The Senior Notes will be governed by a note agreement which will incorporate
standard affirmative and negative covenants, including without limitation prohibitions against additional debt, limitations
on dividends, change of control provisions, minimum net worth maintenance requirements, cash flow coverage
maintenance requirements and other material restrictions. The Senior Notes will have a term of six years.
[L289429.81 50 DRAFT dmftd November 19, 1996
The first $12,000,000 of the $22 million Subordinated Notes proceeds are anticipated to be drawn down at the
closing, with the remaining $10,000,000 to be drawn no more than 90 days thereafter. The Developer will be required
to set aside and not draw down an interest reserve sufficient to cover interest payments on the Subordinated Notes during
the first eighteen (18) months after closing. The Subordinated Notes will be secured by a second perfected security
interest in the real property (except that the property in the District shall be subject to a superior lien for the Special
Taxes) and certain other assets of the Developer. The Subordinated Notes will be governed by a note agreement which
will incorporate standard affirmative and negative covenants, including without limitation prohibitions against additional
debt, limitations on distributions, change of control provisions, minimum net maintenance requirements, cash flow
coverage maintenance requirements and other material restrictions. The Subordinated Notes will have a term of seven
years.
The holders of the Subordinated Notes also shall receive Class B Member interests representing a 15 % interest
in the capital, profits, losses and distributions of the Developer. (The sole Class A Member shall be the Holding
Company.) The Class B Member interest is subject to certain complex put and call provisions which are exercisable at
any time more than five years after the closing.
The $4 million Revolver will be used for operations after completion of the construction of the Development.
Therefore, the Revolver will not be available to the Developer except after the opening of the Development.
The close of the Private Financing and the issuance of the Bonds will occur, if at all, simultaneously. It is
presently anticipated that, immediately prior to the closing of the Private Financing and the issuance of the Bonds, the
private lender will release sufficient funds from the Private Financing escrow to allow TEV to acquire all of the land
within the District that is currently in escrow except for the Residential/RV Park property. TEV will irmnediately convey
the acquired property to the Developer, and the documents securing the Private Financing will be recorded. Concurrently
therewith or inunediately thereafter, the issuance of the Bonds and the closing of the Private Financing will occur.
Future @ for the Development
It is contemplated that fewer than one-half of the visitors to the Development will stay overnight in the inunediate
area because a significant number of the visitors will be within easy driving distance from their homes or accommodations
due to the large number of other attractions in Southern California. However, the availability of reasonably priced
lodging facilities is an important factor affecting the overall success of the Development. Within the immediate area,
there are about 1,000 rooms currently available. Although the Members currently have no formal plans to construct a
hotel, the Members have retained a consultant to conduct a hotel feasibility study for construction on the
Hotel/Conunercial property adjacent to the Development. The hotel or any of the anticipated effects therefrom have not
been incorporated in any of the financial projections included herein.
THE AUTHORUY
The Authority is a joint exercise of powers authority organized and existing under and pursuant to the provisions
of Act. The Authority was created for the purpose of providing an entity which can assist in providing fmancing for
public capital improvements in the Old Town area and Westside area of the City and for other purposes which are
authorized under the Act.
The Authority is an independent legal entity, separate and distinct from the City, the Agency and the CFD
Financing Authority, and none of the City, the Agency or the CFD Financing Authority are liable for payment of any
obligations of the Authority.
[L289429.81 5 1 DRAFT dated November 19, 1996
The Authority is governed by a five member Board of Directors which consists of all members of the City
Council of the City. The members of the Board of Directors of the Authority and the expiration dates of their respective
terms of office are listed below.
Board Member
Karel F. Lindemans
Patricia H. Birdsall
Jeffrey E. Stone
Ronald H. Roberts
Steven J. Ford
EMiration of Term
November 1999
November 1997
November 1997
November 1997
November 1999
The Authority has no assets and no general liability on the Bonds. The Bonds are payable solely from the
Revenues and other assets pledged therefore under the Indenture. The Authority has no activities other than as described
herein with respect to the Bonds.
THE CFD FINANCING AUTHORITY
The CFD Financing Authority is a joint exercise of powers authority organized and existing under and pursuant
to the Act. The CFD Financing Authority was created for the purpose of providing an entity which can assist in
providing financing for public capital improvements in the Old Town area of the District by means of the formation of
a conununity facilities district, and for other purposes which are authorized under the Act.
The CFD Financing Authority is an independent legal entity, separate and distinct from the City, the Agency and
the Authority, and none of the City, the Agency or the Authority are liable for payment of any obligations of the CFD
Financing Authority.
The CFD Financing Authority is governed by a five member Board of Directors which consists of all members
of the City Council of the City. The members of the Board of Directors of the CFD Financing Authority and the
expiration dates of their respective terms of office are listed below.
Board Member
Karel F. Lindemans
Patricia H. Birdsall
Jeffrey E. Stone
Ronald H. Roberts
Steven J. Ford
Eairation of Tenn
November 1999
November 1997
November 1997
November 1997
November 1999
The Local Agency Bonds are not general obligations of the CFD Financing Authority, but are payable solely from
amounts pledged under the Fiscal Agent Agreement. The CFD Financing Authority has no assets and no activities other
than with respect to the Local Agency Bonds and the District as described herein.
THE CffY
The City incorporated under the general laws of the State of California on December 1, 1989. It is located in
the County of Riverside on Interstate 15, forty-five miles south of the City of Riverside and sixty miles north of the City
of San Diego.
[L289429.81 52 DRAFT dated November 19, 1996
Neither the City nor the Redevelopment Agency of the City has any liability whatsoever with respect to the
Bonds, the Local Agency Bonds, the Indenture, the Fiscal Agent Agreement or the Construction Management
Agreement. General information regarding the City is set forth in Appendix E hereto, and is intended for
informational purposes only.
THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CID FINANCING AUTHORITY,
THE CITY OF TEMECULA, THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, THE STATE
CONSTITUTIONAL OR STATUTORY DEBT LEMTATION OR RESTRICTION, OR A PLEDGE OF THE
FAITH AND CREDIT OF THE AUTHORITY, THE CID FINANCING AUTHORITY, THE AGENCY OR THE
CITY. THE OBLIGATION OF THE AUTHORITY TO PAY PRINCEPAL OF OR @REST ON THE BONDS
DOES NOT CONSTITUTE AN OBLIGATION OF THE AUTHORITY FOR WE[ICH THE AUTHORITY IS
OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WE[[CH THE AUTHORITY HAS
LEVIED OR PLEDGED ANY FORM OF TAXATION. THE BONDS ARE NOT GENERAL OBLIGATIONS OF
THE CID FINANCING AUTHORITY, THE AGENCY, THE CITY, OR THE AUTHORITY, BUT ARE
LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM TIRE REVENUES AND
AMOUNTS PLEDGED THEREFORE UNDER TIIE MENTLTRE.
THE OBLIGATION OF THE CFI) FINANCING AUTHORITY TO MAKE PAYMENTS WITH RESPECT
TO THE LOCAL AGENCY BONDS DOES NOT CONSTITUTE AN OBLIGATION OF THE CID FINANCING
AUTHORITY FOR WEACH TIIE CID FINANCING AUTHORITY IS OBLIGATED TO LEVY OR PLEDGE
ANY FORM OF TAXATION, OR FOR WEE[CH THE CID FINANCING AUTHORITY HAS LEVEED OR
PLEDGED ANY FORM OF TAXATION, OTHER THAN THE SPECIAL TAX. THE LOCAL AGENCY BONDS
ARE LIMITED OBLIGATIONS OF THE CID FINANCING AUTHORITY PAYABLE SOLELY FROM THE
SOURCES SPECIFICALLY PROVIDED IN THE FISCAL AGENT AGREEMENT.
CONCLUDING INFORMATION
Certain Legal Matters
Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, will render
an opinion as to the validity of the Bonds, the form of which opinion is set forth in Appendix D. Payment of the fees
and expenses of Bond Counsel is contingent upon the sale and delivery of the Bonds. Certain legal matters will be passed
upon for the Underwriter by Munger, Tolles & Olson, Los Angeles, California, for the Developer by Cox, Castle &
Nicholson, LLP, Los Angeles, California, and for the Authority and the CFD Financing Authority by Richards,
Watson & Gershon, Los Angeles, California. Richards, Watson & Gershon also acts as City Attorney and Special
Counsel to the Agency.
The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to
enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other
similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally.
No Ra@
The Authority has not and does not contemplate making an application to any rating agency for the assigranent
of a rating to the Bonds or the Local Agency Bonds.
[L289429.81 53 DRAFT dated Nove@r 19, 1996
OF CALIFORNIA OR ANY OF ITS POLMCAL SUBDIVISIONS WITHN THE G OF ANY
Underwriting
The Bonds are being purchased for reoffering by Stone & Youngberg LLP (the "Underwriter"). The Underwriter
has agreed to purchase the Bonds at a discount from the initial public offering price equal to $ . The
Purchase Agreement relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are
purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such purchase
agreement, the approval of certain legal matters by counsel and certain other conditions.
The Underwriter may offer and sell Bonds to certain dealers and others at a price different than the offering price
stated on the cover page hereof. The offering price may be changed from time to time by the Underwriter.
Litigation
To the Authority's knowledge, there is no action, suit or proceeding known by the Authority to be pending or
threatened, restraining or enjoining the execution or delivery of the Bonds or the Indenture, or in any way contesting or
affecting the validity of the foregoing or any proceedings of the Authority taken with respect to any of the foregoing.
@ile there is litigation related to the Development, this litigation is not expected to have any impact on the issuance of
the Bonds. See "SPECLKL RISK FACTORS - Litigation" herein.
[Add Proposition 218 disclosure]
Tax Mafters
In the opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond
Counsel, subject, however, to the qualifications described below, under existing law, interest payable on the Bonds is
excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for
the purpose of computing the alternative minimum tax imposed on corporations (as defmed for federal income tax
purposes), such interest is taken into account in determining certain income and earnings.
The opinions set forth in the preceding paragraph are subject to the condition that the Authority and the CFD
Financing Authority comply with all requirements of the Internal Revenue Code of 1986 (the "Code") that must be
satisfied subsequent to the delivery of the Bonds in order that such interest be, or continue to be, excluded from gross
income for federal income tax purposes. The Authority and the CFD Financing Authority have covenanted to comply
with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest
in gross income for federal income tax purposes to be retroactive to the date of delivery of the Bonds.
In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes.
Owners of the Bonds should also be aware that the ownership or disposition of, or the accniw or receipt of
interest on, the Bonds, may have federal or state tax consequences other than as described above. Bond Counsel
expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other dm as
expressly described above.
Miscellaneous
The quotations from, and sunumies and explanations contained herein of the Indenture, the Fiscal Agent
Agreement and other statutes and documents do not purport to be complete, and reference is made to such documents,
the Indenture, the Fiscal Agent Agreement, and statutes for full and complete statements of their provisions.
CL289429.81 54 DRAFT dated November 19, 1996
This Official Statement is submitted only in connection with the sale of the Bonds by the Authority. All estimates,
assumptions, statistical information and other statements contained herein, while taken from sources considered reliable
are not guaranteed by the Authority, the CFD Financing Authority or the District. The information contained herein
should not be construed as representing all conditions affecting the Authority, the CFD Financing Authority the District
or the Bonds.
Any statements made in this Official Statement involve matters of opinion or of estimates, whether or not
expressly stated, are intended as such and not as representations of fact. No representation is made that any of such
statements made will be realized. Neither this Official Statement nor any statement which may have been made verbally
or in writing is to be construed as a contract or agreement between the Authority or the Underwriter and the purchasers
or the owners of any of the Bonds.
The execution and delivery of this Official Stateinent has been duly authorized by the Authority and the CFD
Financing Authority.
OLD TOWN/WESTSIDE IMPROVEMENT
AUTHOIUW
DRAFT
By:
Executive Director
OLD TOWN/WESTSIDE COMMUNITY
FACILITIES DISTRICT FINANCING AUTHORITY
DRAFT
By:
Executive Director
[L289429.81 55 DRAFT daftd Novomber 19, 1996
APPENDIX A
SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS
[TO BE PROVIDED BY BOND COUNSEL)
CL289429.81 A-1
APPENDIX B
RATE AND METHOD OF APPORTIONM[ENT OF SPECIAL TAX
[L289429.81 B-1
MAR-25-96 MON 16:49 CITY OF BEAUMONT FAX NCi 9098458483 P. 02
rr B
RATE AND MMOD OF APPOR17O.LWEN'T OF SPECLA.L TAXES
OLD TOMWmEsTsIDE co Iry r. A DMMCT
F CINGAUTHORITY
Community Fa District No. I
(Old Town Area Public @rovements)
A special tax @ be l@ed on each P=el of limd wi@ tza Old TOwnAVMWdc Community
Fwffities District Finmcing Authoritv ity Fw&ties District No. I (Old Town Am public
lmprov=c=) (the "Distnct"), and coll@ amrding to the Special Tax Liability dad by
the RMonsible Party of the Old TowwWmwde Commurlih. F@es Di@ct F
Authoritv (the "Authority") through the appji@on of the '
following P@ures. AU of the
propert,v within the District, unless ot ex by law or the @ss @sions of the
nft and mcthod of apporuonrn= @@ below, sbwl be @ to the em= and in the
Mwded below.
It is intended dw all special taxes applicable to Pa=13 be cLIlwW in the same er and at the
same tlme as ordinary ad Nlalorem property @ and that sr,=W taxes so Imcd vviu be subjea to
the s=e pawtics and proced@ sale and lien priority in case of d@uency as is -@ded for
ad valorem @ subject to any forjudicial fbrcclommwith rthan" in any Fiscal
Agent A t for any Bonds of @ Auth@ty for the Di stnct. N@thstanding the forego@
the Authority mirv collect the special twm3 at such other @.; or in @ other ma=er as
necessary or convenient to sadsf3r the obligations of the Di@ct.
SPECIAL TAX
ZONIE A
'Me maidm= special tax that may be levied in the Fiscal Year ending June 30, l@ on amy
ParceL designated as Zone A on the @ shown h@ as E.-chibit 1. shall not the == of-.
(i) Mit. um building special tax rate of $1 7.00 *a-building square:foot.
multiplied times the sum of the Building Floor Area for all buildings on the P@-
plus
(ii)The muhum land special tax rate of SI 5.00 per land square fo@ multiplied times
the Land Area of the Parcel.
..cm 1 %21 T" I:L Lgm Di
M -25-96 MON 16:50 CITY OF BEAUMONT FAX NCi. V0098458483 P. 03
ZONE B
Theial
umspec' taxdWmaybeleviedintbeFiscali'tw@ngJune3O,l996onany
Parcel, deman@ as Zone B on the map sh@ as Exhibit 1, SWI not the sum of..
(i)The @=m building sp@ tmx rate of $17.00 per building square foM
plus multiplied @es thc3um of the Building Floor Area for all b on dw p@.
(ii) The =I=dsPecialtax@of$IS.OC)ocrlandsquarefootm tip tim
the Land Area of the Parcel. ul lied es
The spccial tax for Zone A and Zone B shall be levied a=Wly. The um @al
= aiid the maxunwm land special tmc for Zone A and Zone 3 shall in =6 Fiscal Yew
from the maximum sp@ tax for theFi3CalYear ending Tune 30, 1996 by 2%, compo
armuauy. A P=6 shall be subject to the um special ta,.K for not more than 40 years. Ih no
ewnt sW the rnaximum mmial tax on any Pa=l used for =ri%@ @dcntud purpose
any limi@on imposed under Section 53321 of the Califorrgs ent Code.
ASSIGN TO CATEGOREES;
AN.NUAL TAX CATEGOREES
On or about July I of each yew, but in any in wfflcient time to include the jeW of
@at taxes On the COuntY's sec@ tax TOIL the Responsib la Party shall d e fbr @
Parcel within the Distnct, wh@er or not such Pami is Taxable and whether =6 p@
is designated as Zone A or Zone B. Parcels subject to l@ --, Hall be ed based upon &e
records of the County r as of the January 1 p La @ jWy 1.
LEVY
The Responsible Pany sW then determine the as- Specud Tax Liabilay for dw
F@ Yewr-ommen6% such July 1, and l@ on each Parcel which is Taxable as
follows:
Step 1:c dw Building Floor Area fbr carh rl-qmtive P@ which is Tamble
ProPeM, and the total Building Floor Area for all Parcels which are then Twmble
in the DistricL
Step 2. C the amual building tax Me by dividing an amount equal to 850/0 of the
SPe6al Tax Liability, by the totd Building Fleor Area for all Parcels which we then
Twmble Propaty.
..'CM 1 %21 TAM IZ 19%
MM-25-96 MON 16:50 CITY OF BEAUMONT FAX NC,. 9098458483 P.04
Step.3:Multiply the total Building Floor Area for ca.-di r P@ whirh is Tauble
Prop@ by tw lesser of
(i) the a=ual building tax
or
the um buildmg sP@ tax @ for Zone A and Zone B,
:for the Fiscal Yea commencing such July 1.
Step 4: D the Land Area for each i?@ of T=ble Property m ttle DMct and dw
total Land Area for all P@s which am the. ra=blc
step 5: Calculate the annual land tax raw as the lesser of.
m the @CL
(i)(the sum of the SpwW Tax Liabilitv le3s the total o-f the funds gcn@ for
all Parcels which are then T@le irct)em under Step 3 above), divided by
the toW Land Area (by square rootage.-) for all P@s wi-ch are then
Tiumblc Property;
or
(ii) the um land SP@ tax:for Zon-t A and Zone B, for
F@ Y= such July 1.
Step 6:Multiply the L=d Area for ewh Pamel whi&, is T@le propem by the
land tax rwe d nod under Step s.
Step 7-COlculate the sum of the building tax (from Step 3) and dw land tax (from Step 6-)
for ear-h P2rcel which is T=6le Propwty.
PREPAY S
SPecial tax PrePsYme= may be niade for proPeM subj@ tO the levy Of the special taxes. A
@cular Parcel may prepay the s@ @ Provided @ au @onzed Bonds that are to be
imed, hm been =cd. AnY PROP" owner in the Districr, that tDprcM the a=lltnl
sp@ taxes on a p@cul-z Parcel shaii notify the Respo=ble P@ in ofsuch
not less than 90 days prior to an PaYmeM date for dw Bonds and the prepaymew must be
made not less than 45 days prior to such payment -Ilc following must be applied for a
pi wment of a pwftcular Parcel:
-U= I MI r&m @ 12, IM
MM-25-96 MON 16:51 CITY OF BEAUMOIIT FAX NC,. 9098458483 P.05
A. ne p cnt amount for a P@cular Parcel shall I)e cal bY the ROP@ble
Party, as follows-
I -Compute the sp@ tax for such P=el bv ttio total special tax for the then
Fi=W Yew.
2.'Me PrL*PaYmem amount is computed by dividing the swud tlx:for the p@ by
dw totlg qmial tax for all prop=es for the than cm=m Fi@ yew wi@ dw
District, and multiplying the mWu by the amount of any 0
Bon&. Th8resultshaUbero=deduptothentoorp-stfmtho@dollws($5,,Ooo);
provided however, that if the Authonty is @,mcw with c= of spmg tax
for more than One Pamal at the same time, then the total ents Aa be
ar')Ount shall be rmmded up to the
3-Tbc PrePRYMCM amount calculated in (2) abcrve for a p@cular P@ will be (a)
;re @ leased in the amount o:t ri) applicable rcdmption @@ if @v, on the
Bmk (ii) an amount d ed by the RenoWbic pm%y to offm any
@em the amount needed to pay on the Bonds and the amount
datived fmm the re'eM of the pm*d., tmc pending em r an of
such Bonds,, and (iii) amount d by tile ble pwiy to pay for the
applicable A@ni Expenses to providc such In epayrncm and (b)
for any redu@on m Bond msma due to the prepaymcmt
4.D on of the total amO= n@ by tile Respo=ible PwV @ be
conclusive, absent est car.
B. The P=cl with r to which PrcPaYment is @e must not be del in any
pay,n=i, of special @ Mousey l@ed the Di@cL Mt SW not reheve
any prop" O@Ir from p@ those @ @.-hich have @me @ md
P"ble, and a NTotice Of C@on of S@ Tax Lien shall not be mwrded ui"st any
Pa=l Pursuant to CaUf@a Gov=mem Code S@-in $3344, @l all s@
to that Parcel have been paid.
D ONS
Ad@istmti,ve Expemes me= any or all of the followine;: the few and of &c F@
Agent (including any fees or Of Its COMW), the e3-.7p=m afthe Authonty and the City in
can-ving out their respective duties with r
to the Di=icL (including, but not limited to, dw
-WM 1 9621 tf= Ir@ D4
aggreg
Izated and the PROP
nmest five thousand dollars ($5,000).
MAR-25-96 MON 16:52 CITY OF BEAUMONT FAX NC, 9098458483 P. 06
IM and collection Of the Special @) @uding the fe4n and CVMM of their t
counse4 any few Of the COuntY re@ to the District or the collection of sp@ @ an
allocable @ Of the salaries of the Authonty and the City r---aff dirwdy rclued the= imd a
PrOPOmOnate amount of Authority and the City gen@ adm!nl overhead re@
any amounts paid by the Auth@ or the City, vely, from its mm fimds @ respect to the
Disincz or the Bonds, and all @ cons and elthe Authority, the City or the F@
Agent m in w=c=on vnth ffie c of@ reep@ duties @ the Fiw4 Agem
A ant and, in the case of the Authority and the City, in any way re@ to on of
the District
Authority means the Old Town/Westside Community Facilities District Finimcing A@ty.
]3onds means any bonds of the Authority issued for the Divrtct under Mello-Roos Con==ity
FacilWes Act of 1992, as amended, autho@ to be issued under the Resolu6on of ca.
Buflding Floor Area means the area included within the surrounding ==or walls of a bwlding,
including each floor of multiple story buildinm @usive c@ vent @ and courts ( hem
as open and unobstructed to the sky). 'ne Building Floor Area will be d bythe
Responsible PwW by reference to City or County approved E-uilding ph= or other such
docum@on as the Responsible P@ shall e.
C'tty me= the City of TamwW&
County meant the County ofriverside.
Debt SwWm for @ F@ Year, is the total annual principal and interest payable on the Bonds
during the cal@ @ wiuch commences in @ Fiscal Year, less any cap
any other amounts rmmmng 'm the bond f=d held under th,! Fi@ Agmt A
end of the @ous Fiscal Yew available to @ such payme=.
and
as ofthe
District means the Old Town/W@de Co ty F@iti,= Djudct F'MatIC4 Authority
Con=unit.v Facilities District No. I (Old Town Area Public Improveme=).
F'acsd Agent means the Fiscal Asent desi under the F:scal Arent cnt.
F'@ Agent Agreement means the agreement by that name! approved by the Resolution of
er, and as it nW be amended and/orsupplamented.fn.-im time-to time.
Year mma the period @g on July I and @g t%,Ie follo@g J=e 30.
ml t&m F@ 12. 19% as
n whole
Parcel means any Co@
MAR-25-96 MON 16:52 CITY OF BEAUMONT FAX NCI. 9098458483 P.07
Land Area means the measure of area o:f a P@ in scl@ feet of l@ rounded up to the
Oes Pmel Or @on thereof that a within @ boundaries of &c
Distnr-t based on the equal@ tax rolls of the County.
Raolugon of Issuance is any Resolution adopted by the Authm* @@ the i
Boncit. smmce of
Rmponsible P" is any Mm or p wtio the Authaiity may appoint fim time to to
C'OmPutlr- the leW Of the @ vnthin dm Dimnct
S Tax Liability for my ]Fiscal Ye8r is an amount sufficient to pay Debt Service for
Fiscal Yew, A for Sur
,h F@ yew,, an amol= 3, as ad by
the @onsible Party, to offset proj@ tax delinquencies ti= may occur in such Fiscal year
based on prior Fiscal Year delinquencies and to oth replenish any r fund
for the BOnl* md idl PaYmcats required to be made m the applicable Fiscal Yew under dw Fi@
Agent A ent for the Bonds and any supplcmc= th
Tamble PROP@ AWI mom all real Property within the boundaries of the Dimirt tba is
in fee by T.Z.B.O., i= or BFD/OTEP, a Caffornia corporaton, at any @c the
of the resolution of formauon for the Di@ct and dw daft dw is one yew after the adopticm of the
resolution of fo@M @d[ed howgm, that the following propem shall be fim *e
tax (i) any @ property em Is from ==on by @ (ii) any acres of land
cOn@ Or invvocably o:ff@ for dedicafion to and ed by a public agency, including but
not @ted to, the f@ go =% the Stme of .a and any local gom=cntal
and (iii) land which is a public right-of-way or which is an unmaimed @ ent
On for other than the purpose Set @ ;n the e ant
as thou parcels the boundaries of the Di@ct that are not in @ B,
as &hmm On the mV @ @bit 1 h@n.
Zone B is designated as those P@'within the boundaries of the as shown on the Map
desi=,qted Exhibit I h@.
imp@cal its
Zone A is d@
..X= 1 %21 t&m P@ 12, IM
APPENDIX C
APPRAISAL
[L289429.81 C-1
I-
APPRAISAL
Old Town Westside Improvement Authority
Community Facilities District
Zones A and B
Temecula, Califoniia
BROWN, CHUDLEIGH, SCHULER, AND ASSOCIATES
REAE E:STATE APPRAISA" - @NXT SIRUD@
LAWRENCE E. BROWN, MAI, CRE (1942-1990)
WALTER H. CHUDLEIGH, 111, MAI
GREGORY S. SCHULER
CHRISTOPHER T. DONALDSON, 144AI
MARK S. DIMARCO
DEAN A. lk4YERS
COLETTE J. SHERSOURNE
GARY M. EDWARDS
WAYNE TURNER
ANDREW E. ALTPFORT
November 15, 1996
Mr. Ron Bradley
City Manager
CITY OF TEMECULA
43200 Business Park Drive
Temecula, California 92589-9033
Reference:Restricted Appraisal Report of the Old Town Westside Improvement Authority
Community Facilities District Zones A and B, Temecula, California. Our File
No. 191 1.
Dear Mr. Bmdley:
In response to your request, we have personally examined and appraised the
property comprising the Old Town Westside Improvement Authority Community Facilities
District Zones A and B located in Temecula, California. The purpose of this restricted appraisal
report is to provide you with our opinion relative to the market values of the fee simple interest
in the subject property. This is a restricted appraisal report which is an update to the self-
contained narrative report dated April 29, 1996. By reference the prior appraisal is hereby made
a part of this restricted report. It should be specifically noted that this restricted report cannot be
properly understood without referring to the matters and opinions expressed in the original
appraisal. As agreed, this restricted appraisal focuses primarily upon the following:
0Clarification of the total property included in the updated analysis when
compared to the prior appraisal.
*Details outlining the specific changes to the development plan in terms of
total square footage and/or seating capacity.
0Presentition of the revised opinions of value resulting from the changes
in the overall development plan.
MOUNTAIN STATES OFFICE: 1500 E. KEARNS. SUITE E-303 - PARK CITY. UTAH 94060 - (901) 649-0238
NORTHWEST OFFICE: 50 SW PINE STREET. SUITE 200 - PORTLAND. OREGON 97204 - (503) 224-6791
SOUTHERN CALIFORNIA OFFICE: 3939 CARSON STREET. SUITE 3 JO - TORRANCE. CALI]FORNIA 90503-6704 - (310) 340-4788
NORTHEAST OFFICE: 127 WASHINGTON "ENUE - NORTH H"EN. CONNECTICUT 06473-1715 - (203) 234-9749
WESTERN REGION OFFICE: 744 CARDLEY "ENUE. SUITE loo - MEDFORD. OREGON 97504-6124 - (541) 772-9566 - FACSIMILE (341) 773-6314
Mr. Ron Bradley
November 16, 1996
Page 2
As requested, the value conclusions stated in this restricted appraisal are based
upon the following:
0Value of the subject property assuming the public improvements to be
funded by the proposed bond issue are completed and in place. The
property is divided into two zones within the district, Zone A and Zone B.
0Value of the total project assuming completion of all public and private
improvements. This value assumes completion of the building
components to be constructed on site within Zone A, with Certificate of
Occupancy based upon market conditions as existing as of the date of
value.
The opinions of market values formulated in this analysis are predicated on the
following assumptions:
I .The property boundaries, proposed uses, and areas as indicated on the
maps and specifications provided previously are assumed to be correct.
This also pertains to the information provided concerning the changes to
the development plan which have resulted in revised square footage and
seating capacity figures for the private improvements.
2.The public improvement cost estimates provided in this analysis are the
same as those outlined in the original appraisal and are assumed to be
correct and applicable as of the date of value.
3.The value formulated for the total project assuming completion of both the
public and private improvements is based in large measure, upon the
developer's experience in the operation of live entertainment venues, in
addition to the developer's commitment to adequately market the project.
4.The proposed roadway improvements for the area as specified in the
Western Bypass Corridor development plan will be implemented
according to plans and schedules.
5 .The subject property was physically reinspected on November 2-3, 1996.
The opinions of market values included in this report are stated assuming
economic conditions as existing on November 3, 1996.
Mr. Ron Bradley
November 16, 1996
Page 3
Purpose of Appr@al
The purpose of this restricted appraisal is to set forth our opinion relative to the
market values of the fee simple interest in the property comprising the Old Town Westside
Improvement Authority Community Facilities District Zones A and B located in Temecula,
California. It is our understanding that the intended use of this appraisal will be to provide a basis
of market values for the underwriting of the Community Facilities District Mello-Roos bond
issue. The bond issue will provide financing for the proposed public improvements to be
installed concurrent with the development, and will become a lien against the property within the
district.
Property Rights Appraised
The fee simple interest in the property comprising the Old Town Westside
Improvement Authority Community Facilities District Zones A and B located in Temecula,
California will be appraised herein. The market values of the fee simple interest in the subject
property assiune the proposed public improvements to be funded by the Mello-Roos bond issue
are completed and in place.
Definitions
The following definitions are pertinent to this appraisal.
Fee Simple Interest
Fee simple interest, in valuation terms, is defined as "absolute ownership
unencumbered by any other interest or estate, subject only to the limitations imposed by the
goverrunental powers of taxation, eminent domain, police power, and escheat." It is an
inheritable estate.
Source:The A12=isal of Real Ea= The Appraisal Institute, Tenth Edition, 1992.
Mr. Ron Bradley
November 16,1996
Page 4
Definition of Market Value
"T'he most probable price which a property should bring in a competitive and open
market under all conditions requisite to ta fair sale, the buyer and seller each acting prudently and
knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this
definition is the consummation of a sale as of a specified date and the passing of title from seller
to buyer under conditions whereby:
I . Buyer and seller are typically motivated;
2.Both parties are will informed or well advised, and acting in what they consider
their best interests;
3. A reasonable time is allowed for exposure in the open market;
4.Payment is made in terms of cash in United States dollars or in terms of financial
arrangements comparable thereto; and
5.The price represents the normal consideration for the property sold unaffected by
special or creative financing or sales concessions granted by anyone associated
with the sale."
'The App@sal Foundation, Uniform Standards of Pmfessional Appraisal Practice-
pp. 7-8 (1995).
Mr. Ron Bradley
November 16,1996
Page 5
Date of Value
The opinions and matters expressed in this restricted appraisal report are stated
assuming conditions as existing on November 3, 1996, the date of property inspection.
Scope of the Appraisal
The scope of the appraisal process included procedures which were of major
importance in the valuation of the Old Town Westside Improvement Authority Community
Facilities District Zones A and B. The components which form the basis of the valuation process
included the following:
I .Discussions in order to accurately identify the appraisal problem and the
objective of the assignment.
2.A preliminary study was conducted in order to determine what
information would be required and the sources of the information: i.e.,
development consultants; title companies; architectural, planning, and
engineering representatives; real estate agencies; etc.
3.General data relating to the southern California region and the area
economy, and specific data relating to the immediate subject area and the
property itself were then assembled.
4.An in-depth analysis of the demographic trends in the subject region was
conducted. This information was necessary in forming conclusions as to
the intermediate and long-term growth prospects and economic stability
of the region.
5.Based upon the specialized nature of the Old Town Temecula
Entertainment Center to be developed on-site, the property was valued
based y upon the cost and income approaches. The cost approach
provides an indication of the estimated replacement cost of the project as
well as an indication of land value. The income approach focuses on the
revenue-generating capacity of the project components.
6.Information was assembled in regard to sales of similar commercial land
parcels considered useful in the determination of land value for the
subject.
Mr. Ron Bradley
November 16, 1996
Page 6
7.Information was also reviewed which pertains to similar live theater
entertaim,nent complexes located throughout the country. The most
comparable projects identified were personally inspected previously and
are discussed in detail in the original appraisal report.
8.'Me usefulness and applicability of the data collected were analyzed and
adjustments were made, where appropriate, based upon comparison to the
subject project.
9.The results of the various valuation approaches were thoroughly
examined, and a reconciliation, or correlation, of final values was
concluded.
10.A complete self-contained appraisal report was previously prepared in
compliance with the Uniform Standards of Professional Appraisal Practice
(USPAP), with supporting information subsequently categorized and
placed into our job file. The supporting information is available for
review upon request. This restricted appraisal report essentially represents
an update to the original appraisal with the prior appraisal hereby
considered a part of this restricted report by reference.
Property Description
Location
The land for the Old Town Temecula Entertainment Center is comprised of two
noncontiguous development sites located in the downtown section of the city of Temecula in
Riverside County, California. The Main Core Site represents an assemblage of parcels located
in the "Old Town" section of the city of Temecula. The noncontiguous Wild West Arena site is
located farther to the west beyond the existing terminus of Main Street.
Size and Shat)e
The land which will support the entertaim-nent complex is comprised of two
noncontiguous development areas which are irregular in shape, and contain a total of 54.87 acres,
or 2,390,121 square feet. Reference is made to the plat maps presented in the original report
which provide a graphic depiction of the development areas which represent the subject property.
It should be noted that the subject includes 21.05 acres of land located adjacent to the north of the
arena site designated as future parking area. This acreage has been included in the land area
specified above. Reference is made to the following table which provides a list of the existing
parcels comprising the subject property and the indicated square foot size of each respective
Mr. Ron Bradley
November 16,1996
Page 7
parcel. This portion of the subject property comprises the land located within Zone A of the
district.
Land Area
Assessor Parcel No. Owner Sq. Ft.
Main Core Site
922-032-015 Westhaven Veterinary 6,969
922-032-020 Chilcote 3,484
922-032-021 Dixon 3,920
922-032-022 Dixon 7,405
922-032-028 Dixon 15,681
922-034-019 Saline 3,920
922-034-020 Saline 3,920
922-034-028 Miles 7,840
922-034-029 City of Temecula 7,840
922-034-030 Futcher 3,920
922-034-031 Futcher 3,920
922-034-032 McKay 7,840
922-034-033 Brose 3,920
922-034-034 Brose 3,920
922-041-008 Moramarco 20,908
922-041-009 Moramarco 3,920
922-041-010 Moramarco 3,920
922-041-011 Santamaria 6,969
922-041-012 Santamaria 7,840
922-041-013 Gomez 7,840
922-041-014 Timberlake 7,840
922-042-004 Weaver 16,117
922-042-005 Weaver 6,969
922-044-004 Sever 14,810
922-044-017 Pascoe 10,454
922-044-018 Pond 6,969
922-044-019 Keen 7,405
922-044-020 Pascoe 6,969
922-044-021 Sterbenk 6,969
922-044-022 Tomac Engineering 14,810
Subtotal Main Core Site 235,208
Mr. Ron Bradley
November 16,1996
Page 8
Assessor Parcel No. Owner Sq. Ft.
Wild West-Arena Site
Portion 940-310-013,
940-320-001, 002, 003 Firestone 1,237,975
Adjacent Land (Parkino
940-310-045 through 048 Firestone 916-938
Total Zone A Land Area
Acres 54.87
Additional land located along the Western Bypass Corridor will be included in
future phases of the project. This land, which is proposed for future development with a hotel
among other ancillary uses, is located within the portion of the district commonly designated as
Zone B - This property totals approximately 124.7 acres, or, 5,43 1,941 square feet. Reference
is made to the plat map presented in the original report which provides a graphic depiction of the
parcels which comprise the Zone B property located within the district. These parcels are
identified on the map as follows:
Zone B Parcel Owner SQ., Ft.
A&B Firestone 98,018
c Firestone 847,242
D Firestone 240,887
E Firestone 764,478
F (Open Space) Firestone 2,916,778
G (Open Space) Firestone - 564,538
Total Zone B Land Area I
Acres @7
Mr. Ron Bradley
November 16,1996
Page 9
It should be noted that Zone B Parcels F and G, which total approximately
80 acres, are to be dedicated as open space in regard to the overal I development plan for the
district. As a result, the remaining "developable" Zone B property which is valued in this
study totals 44.78 acres, or 1,950,625 square feet. Parcel E which represents 17.55 acres of
the developable acreage may ultimately be acquired separately and as requested has been
valued as a separate Zone B parcel in this report.
Property Description
The following description of proposed improvements is based upon the original
review of limited construction specifications in addition to recent conversations with
representatives of the subject development company pertaining to the changes to the overall
development plan.
General PrQiect Desc
The proposed improvements compromising the Old Town Temecula
Entertainment Center consist of a live entertainment complex which is proposed to initially
include approximately 267,122 square feet of building structures located on slightly less than 35
acres. Live theaters represent the core element of the project, offering f6ur venues with a revised
total seating capacity of 1 1,05 0. Three of the theaters are to be developed around the Festival
Square, where special events will be held throughout the year. These three live venues are to
include the Opera House with 2,200 seats, a Cabaret Theatre with 1,450 seats, and Little Theatre
with 200 seats. The fourth live venue will be the Wild West Arena, which is proposed to include
an average seating capacity divided between shows and concerts of 7,200. The arena site is
located west of the Old Town Main core site, beyond the terminus of Main Street. The arena will
primarily accommodate rodeo and horse shows, as well as live concert performances, an ongoing
Wild West show, and sporting events. Additional facilities in the form of two theme restaurants,
an interactive complex, a retail center, and other ancillary structures are to be included in the
initial phase of the project.
The following table provides a summarization of the primary components of the
Old Town Temecula Entertainment Center. The building square footages and proposed seating
capacity are representative of the revised figures for these components as of the date of value.
Mr. Ron Bradley
November 16, 1996
Page I 0
Old Town Temecula Entertairunent Center
Improvement Summary
Sq. Ft. Seating
Component Bldg. Area Capacity
Opera House 54,881 2,200
Cabaret Theatre 35,100 1,450
Little Theatre 5,530 200
Wild West Arena 108,676 7,200
2 Theme Restaurants 20,875 515
Interactive Complex 20,230
A. VimW Realty 24
B. Large Screen 300
C. Game Center 75
Festival Square (Open Area) 2,000
Su=rt Fac@
Retail Center 20,000 --
Ticket OfficeNisitor Center 1,830 --
Total 13,964
Community Facilities District Improvements
It is our understanding that the intended use of this appraisal will be to provide a
basis of market value for the underwriting of the Community Facilities District Mello-Roos bond
issue. The bond issue will provide fi=cing for the proposed public improvements to be installed
at the subject property concurrent with the development of the Old Town Temecula Ent ent
Center. The bond issue, which provides fmancing for these public improvements, will become
a lien against the property within the district. The proposed facilities to be funded by the bond
issue are detailed in the original analysis. The facilities list and cost breakdown in the original
report represent the revised distribution of funds for the Community Facilities District public
improvements to be implemented at both the Old Town property and the Western Bypass
Corridor.
Highest and Best Use
Based on our analysis of the subject property, it is our opinion that the proposed
ente ent complex represents the highest and best use of the property under appraisal. There
is no other apparent combination of uses which would result in a higher residual net income to
the property, including all retail and/or office use. The highest and best use conclusion also
Mr. Ron Bradiev
November 16,1996
Page I I
assumes competent and experienced management of the project. This is a highly specialized
operation and it is critical particularly during the initial years. that an experienced nationally
recognized operator such as the subject developer be heavily involved. The programming and
attraction of "name" performers is of critical importance to the financial success of the project.
In conclusion, the maximally productive use of the subject property in terms of
highest and best use criteria is for the live entertairunent complex as proposed. This form of land
use is consistent with the area plan; this land use is considered harmonious with the development
theme in the area; the project is viewed as beneficial to the community; and substantial demand
in terms of patronage from nearby major urban concentrations appears evident.
Land Value By Comparison
An investigation of commercial land sales in the subject market area was
conducted in order to determine an appropriate market value for the subject land by the sales
comparison approach. An extensive land sales search throughout the southern California region
revealed no comparable land sales regarding properties which were purchased for development
with live entent venues similar to the subject. As a result, an attempt was made to identify
land salesrepresentative of well located, high exposure commercial sites suitable for more
traditionalconunercial uses.
A survey of land sales of high exposure commercial sites located within the
subject region indicated that no additional significant tions have taken place since the time
of our prior analysis. As a result, the comparable land sales information detailed in the original
appraisal is still considered the best data available for comparison to the subject, and in our
opinion, is adequate for the determination of land value for the subject.
As requested, the subject land has been valued assuming completion of the
proposed infrastructure improvements necessary to bring the property to a finished state. The
comparable sales represent "finished" sites and have been categorized based upon their
comparability to the components of the subject development which include the Main Core Site,
the Wild West Arena site and adjacent parcels (parking), and the developable Zone B parcels.
Based upon the land sales data reviewed, and in consideration of the features of
the various components of the subject property, value conclusions on a per square foot basis
consistent with the prior analysis were determined. This results in the following opinions of land
value for the subject.
Mr. Ron Bradley
November 16, 1996
Page 12
Main Core Site (Zone Al
235,208 Sq. Ft @ $22.00/Sq. Ft. 4
Rounded to, 15,150,000
WildWestArenaSiteand-AdjacentParcels(Zon AN
2,154,913 Sq. Ft. @ $12.00/Sq. Ft. $25,858.9L6
Rounded to, $25,850,000
Total Zone A Land Value Assuming Completion
of the Public Improvements $3 I.QOO.OOO
Zone B Prol2eM (Developable Land Only)
Parcels A through D
1, 1 86,147 Sq. Ft. @ $9.00/Sq. Ft. $10,675,323
Roundedto, 110,700,000
Parcel E (To Be Acquired at a Later Date)
764,478 Sq. Ft. @ $9-OO/Sq. Ft. $6,880,302
Rounded to, 0,000
Cost Approach
The cost approach to value presented on the following pages is based upon
replacement construction cost. A replacement cost estimate for each of the individual
components of the subject was derived using the Marshall Valuation Service (Marshall & Swift
Publication Company) PC Version, and a review of the developer supplied cost estimate.
Adjustments were made where deemed appropriate, based upon our knowledge of construction
costs associated with developments similar to the subject.
The construction cost data as reported by Marshall & Swift was utilized primarily
as the cost basis for the major components of the subject development. The Marshall & Swift
cost estimates were compared to the developer supplied cost projections in order to determine
reasonableness. The smaller components of the project, such as the ancillary support facilities,
were valued by the cost approach based primarily upon the information supplied by the developer.
A review of the costs for these particular components, based upon reported costs for structures
Mr. Ron Bradley
November 16, 1996
Page 13
exhibiting similar construction features, resulted in general concurrence Aith the developer
supplied cost estimates. Reference is made to the cost summary and computer-generated
calculation data presented on the following pages.
Where appropriate, it should be noted that the direct construction costs
attributable to the major components of the subject project include various items of
equipment and interior theming considered necessary for the operation of these
entertainment venues. In this regard, these cost items are considered relevant to the
valuation of the subject by the cost approach based upon their importance to the operations
of the various components of the entire project. Additionally, a reduction in the overall
square footage of the project when compared to the original analysis has resulted from the
adoption of the revised development plan as supplied for our analysis.
In consideration of the various features of the subject development, and after
application of the land value for the two development areas as concluded previously, the value
of the project as indicated by the cost approach is determined to be $79,000,000. This value
indication pertains to construction cost only, and is not reflective of the investment opportunity
inherent in the revenue-generating capacity of the project when in operation. As a result, an
income analysis of the subject was also prepared which was given most emphasis in the ultimate
determination of value for the subject.
Mr. Ron Bradley
November 16, 1996
Page 14
Old Town Temecula Entertainment Center
Cost Summary
Direct Construction Cost
Qpera House
54,881 Sq. Ft. @ $120/Sq. Ft. Rounded, $6,600,000
Theatre Equipment 550,000
Interior Theming 400,000
Subtotal Opera House $ 7,550,000
Cabaret 'Meatre
35,100 Sq. Ft. @ $105/Sq. Ft. Rounded, $3,700,000
Theatre Equipment 250,000
Kitchen Equipment 400,000
Interior Theming 250,000
Subtotal Cabaret Theatre 4,600,000
Little Tbeatre
5,530 Sq. Ft. @ $1 1 O/Sq. Ft. Rounded, $600,000
Theatre Equipment 150,000
Interior Theming 100,000
Subtotal Little Tbeatre 850,000
Wild West Arena
108,676 Sq. Ft. @ $48.00/Sq. Ft. Rounded, $5,200,000
Theatre Equipment 250,000
Arena Front of House Bidgs. 1,100,000
Arena Plaza 550,000
Arena Back of House Bldgs. 800,000
Subtotal Wild West Arena 7,900,000
Mr. Ron Bradley
November 16, 1996
Page 15
T'heme Restaurants
10,437 Sq. Ft. @ $105/Sq. Ft. x 2 Rounded, $1,100,000
Theatre Equipment (2 Restaurants) 100,000
Kitchen Equipment (2 Restaurants) 300,000
Subtotal Theme Restaurants $1,500,000
Interactive Comi2lex
20,230 Sq. Ft. @ $105/Sq. Ft. x 2 Rounded, $2,1 00,000
T'heatre Equipment 30,000
Kitchen Equipment 150,000
Show Equipment 2,800,000
Interior Theming 50,000
Subtotal Interactive Complex 5,130,000
Retail Center
20,000 Sq. Ft. @ $45.00/Sq. Ft. 900,000
Ticket OfficeNisitor Center
1,830 Sq. Ft. @ $30-OO/Sq. Ft. Rounded, 55,000
Main Core Site Demolition
257,858 Sq. Ft. @ $1.50/Sq. Ft. Rounded, 400,000
Parking Facilities
3,500 Spaces @ $980/Space Rounded, $ 3,400,000
Festival Square Landscaping/Structures 1,000,000
Fixtures & Equipment 1,800,000
Total Direct Construction Cost $35,085,000
Nft. Ron Bradley
November 16,1996
Page 16
Indirect Costs (Construction-Related)
Legal, Title, Appraisal, &
Feasibility Analysis @ 2% Rounded, $ 700,000
Taxes & Insurance During
Construction @ 1.5% Rounded, 525,000
Total Construction-Related Indirect Cost 1,225,000
Subtotal Direct & Indirect Construction Cost $36,310,000
Indirect Costs (Development-Related)
Developer's Profit & Overhead @ 20% Rounded, 7,300,000
Marketing & Promotion @ 5% Rounded, 1,800,000
Contingency @ 6% Rounded, 2,200-000
Total Development-Related Indirect Cost 11,300,000
Total Replacement Cost New $47,610,000
Less Depreciation
Physical @ 0% 0
Functional @ 0% 0
Economic @ 0% 0
Total Depreciation 0
Total Depreciated Replacement Cost $47,610,000
Plus Land Value 31,000,000
Total Value As Indicated by the Cost Approach 178.61 Q.000
Rounded to, $79.QQO.OOO
SECTIONAL REPORT
SECTION 1
Occupancy :Theater - Live Stage 96 100
Class:Wood/Steel Frame Rank: Average
Wall:921 -Stucco on Wood Frame Area: 100t Rank: Depr:
Heat: 611 Package Unit Area: 100% Clim: Depr:
Total Area : 54881
Number of Stories: Section I Building
Perimeter : 2
Story Height : 55.
Units Cost Total
Base Cost 54,881 102.84 5,643,962
Exterior Wall 54,881 6.91 379,228
Heating & Cooling 54,881 8.45 463,744
Sprinklers 54,881 1.64 90,005
Basic Structure Cost 54,881 119.84 6,576,939
Superstructure:
Total Superstructure Cost 6,576,939
Basement:
Building Cost New 6,576,939
Extras:
Replacement Cost New 6,576,939
Less Depreciation:
Insurable Cash Value 6,576,939
Miscellaneous:
Total 6,576,939
Cost data by MARSHALL SWIFT
SECTIONAL REPORT
SECTION 2
Occupancy :Theater - Live Stage 100
Class:Wood/Steel Frame Rank: Average
Wall:921 -Stucco on Wood Frame Area: 100k Rank: Depr:
Heat: 611 Package Unit Area: 100t Clim: Depr:
Total Area : 35100
Number of Stories: Section 1 Building
Perimeter : 2
Story Height : 45.
Units Cost Total
Base Cost 35,100 92.07 3,231,657
Exterior Wall 35,100 6.19 217,269
Heating & Cooling 35,100 7.57 265,707
Sprinklers 35,100 1.75 61,425
Basic Structure Cost 35,100 107.58 3,776,058
Superstructure:
Total Superstructure Cost 3,776,058
Basement:
Building Cost New 3,776,058
Extras:
Replacement Cost New 3,776,058
Less Depreciation:
Insurable Cash Value 3,776,058
Miscellaneous:
Total 3,776,058
Cost data by MARS @ L SWIFT
SECTIONAL REPORT
SECTION 3
Occupancy :Theater - Live Stage -OC 100
Class:Wood/Steel Frame Rank: Average
Wall:921 -Stucco on Wood Frame Area: 100*i Rank: Depr:
Heat: 611 Package Unit Area: 100*i Clim: Depr:
Total Area : 5530
Number of Stories: Section 1 Building
Perimeter : 2
Story Height : 40.
Units Cost Total
Base Cost 5,530 93.48 516,944
Exterior Wall 5,530 6.29 34,784
Heating & Cooling 5,530 7.68 42,470
Sprinklers 5,530 2.30 12,719
Basic Structure Cost 5,530 109.75 606,917
Superstructure:
Total Superstructure Cost 606,917
Basement:
Building Cost New 606,917
Extras:
Replacement Cost New 606,917
Less Depreciation:
Insurable Cash Value 606,917
Miscellaneous:
Total 606,917
Cost data by MARSHALL & SWIFT
SECTIONAL REPORT
SECTION 4
Occupancy :Horse Arena -06 100
Class: Wood/Steel Frame Rank: High
Heat: 605 Hot Water Radiant Area: 100% Clim: Depr:
Heat: 609 Ventilation Area: 100* Clim: Depr:
Total Area : 108676
Number of Stories: Section 1 Building
Perimeter 3
Story Height 50.
Units Cost Total
Base Cost 108,676 33.10 3,597,176
Exterior Wall 108,676 12.89 1,400,834
Heating & Cooling 217,352 0.40 86,941
Sprinklers 108,676 1.56 169,535
Basic Structure Cost 108,676 48.35 5,254,486
Superstructure:
Total Superstructure Cost 5,254,486
Basement:
Building Cost New 5,254,486
Extras:
Replacement Cost New 5,254,486
Less Depreciation:
Insurable Cash Value 5,254,486
miscellaneous:
Total 5,254,486
Cost data by MARSHALL & SWIFT
SECTIONAL REPORT
SECTION 1
Occupancy :Restaurant !k 100
Class: Wood/Steel Frame Rank: Above Average/High
Wall: 855 -Wood Siding Panels Area: 100k Rank: Depr:
Heat: 611 Package Unit Area: 100t Clim: Depr:
Total Area : 10437
Number of Stories: Section 1 Building
Perimeter : 2
Story Height : 12.
Units Cost Total
Base Cost 10,437 87.20 910,106
Exterior Wall 10,437 13.50 140,900
Heating & Cooling 10,437 3.25 33,920
Sprinklers 10,437 2.37 24,736
Basic Structure Cost 10,437 106.32 1,109,662
Superstructure:
Total Superstructure Cost 1,109,662
Basement:
Building Cost New 1,109,662
Extras:
Replacement Cost New 1,109,662
Less Depreciation:
Insurable Cash Value 1,109,662
Miscellaneous:
Total 1,109,662
Cost data by MARSHALL & SWIFT
SECTIONAL REPORT
SECTION 2
Occupancy :Theater - Cinema 74
Class: Masonry Rank: Above Average/High
Occupancy :Retail Store !k 26
Class: Masonry Rank: Above Average
Heat: 611 Package Unit Area: 100t Clim: Depr:
Total Area : 20230
Number of Stories: Section 1 Building
Perimeter : 2
Story Height : 20.
Units Cost Total
Base Cost 20,230 82.19 1,662,704
Exterior Wall 20,230 17.68 357,666
Heating & Cooling 20,230 4.57 92,451
Sprinklers 20,230 2.17 43,899
Basic Structure Cost 20,230 106.61 2,156,720
Superstructure:
Total Superstructure Cost 2,156,720
Basement:
Building Cost New 2,156,720
Extras:
Replacement Cost New 21156,720
Less Depreciation:
Insurable Cash Value 2,156,720
Miscellaneous:
Total 2,156,720
Cost data by MARSHALL & SWIFT
SECTIONAL REPORT
SECTION 3
Occupancy :Retail Store 3:00
Class: Wood/Steel Frame Rank: Above Average
Wall: 921 -Stucco on Wood Frame Area: 100% Rank: Depr:
Heat: 611 Package Unit Area: 100% Clim: Depr:
Total Area : 20000
Number of Stories: Section I Building
Perimeter : 2
Story Height : 10.
Units Cost Total
Base Cost 20,000 38.34 766,800
Exterior Wall 20,000 4.14 82,800
Heating & Cooling 20,000 2.94 58,800
Sprinklers 20,000 2.10 42,000
Basic Structure Cost 20,000 47.52 950,400
Superstructure:
Total Superstructure Cost 950,400
Basement:
Building Cost New 950,400
Extras:
Replacement Cost New 950,400
Less Depreciation:
Insurable Cash Value 950,400
Miscellaneous:
Total 950,400
Cost data by MARSHALL & SWIFT
Mr. Ron Bradley
November 16, 1996
Page 17
Income Approach
The determination of the revenue-generating ability of the subject Old Town
Temecula Entertainment Center is contingent upon the identification of reasonably achievable
levels of operational occupancy, ticket pricing, and rent. An extensive analysis of similar
developments was required in formulation of appropriate operational projections for the subject
development. Overall, the most similar types of live entertainment projects in the country are
located in Pigeon Forge, Tennessee; Branson, Missouri; and Myrtle Beach, South Carolina. Of
all the live entertainment venues located throughout the country, these three particular projects
exhibit the entertainment concept considered most similar to the subject Old Town Temecula
Entertainment Center. In addition, current ticket pricing for selected live entertainment venues
located in southern California and Las Vegas, Nevada, was reviewed.
The quoted ticket prices at the comparable entertainment venues surveyed are
reflective of cur-rent 1996 ticket pricing. The prices for all of the various shows at the live
entertainment venues surveyed throughout the country were presented in detail in the original
appraisal. Reference is made to the income approach within the narrative report which provides
summaries of the comparable projects followed by a discussion of operating projections for the
complex. These particular items form the basis for our income analysis which incorporates the
revised square footage and seating figures provided as of the date of this valuation.
Pro Forina-Stabilized Income and Exi2enses
Pro Forma Stabilized Income and Expense statements for each of the operational
venues at the subject have been prepared incorporating the data and assumptions outlined in this
restricted report and the prior narrative appraisal. The stabilized approach is useful in visualizing
the potential income-generating capacitv of the property and is an accepted valuation technique.
This approach, however, is regarded as less reliable than the discounted cash flow technique
which is generally more precise and is typically preferred by investors. Reference is made to the
following pages which present the Pro Forma Income and Expense statements for each of the
subject venues.
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STABILIZED PRO FORMA INCOME AND EXPENSE ESTIMATE
RETAIL CENTER/RESTAURANTS
Projected Gross Income
Retail Shops
20,000 Sq. Ft. @ $1.75/Sq. Ft./Mo. x 12 $ 420,000
Theme Restaurants
20,875 Sq. Ft. @ $2.25/Sq. Ft./Mo. x 12 563,597
Tenant Expense Reimbursement (Net Leased
Premises) 151,900
Total Projected Gross Income $1,135,497
Less Vacancy & Collection Loss @ 5% Rounded to, 56,775
Projected Effective Gross Income $1,078,722
Opemting Expenses
Management @ 5% Rounded, $ 53,950
Common Area Maintenance 108,000
Real Estate Taxes 38,500
Insurance 5,400
Replacement Reserves 4,500
Total Operating Expenses 210,350
Net Operating Income
Capitalization
$868,372 . 9.5% $9,140,758
Less Capital Deductions:
Rent Loss During Fill-Up $154,000
Leasing Commissions 50,400
Tenant Improvements 48,000
Total Capital Deductions 252,400
Total Value as Indicated by the
Stabilized Income Approach
Roundedto,
Mr. Ron Bradley
November 16,1996
Page 18
Discounted Cash Flow Analysis
A discounted cash flow analysis has been prepared for each of the components of
the subject development. The discounted cash flow technique is typically used by knowledgeable
investors of major income-producing properties such as the subject. As a result, the discounted
cash flow method has been given primary consideration in our value conclusions. The
assumptions upon which the analysis is based are detailed in the narrative appraisal. Where
appropriate, changes in the seating capacity for the particular venues have been applied in the
analysis.
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Mr. Ron Bradley
November 16,1996
Page 19
Conclusions
Revised stabilized pro forma and discounted cash flow projections for each of the
entertairunent venues have been presented in this restricted report. As stated previously, most
emphasis has been placed upon the valuation of the subject entertairunent complex by the
discounted cash flow analysis. This valuation method represents the approach a knowledgeable
investor would most likely employ in the valuation of a specialized multi-component project such
as the subject.
The table presented below indicates the value of the consolidated operations of the
subject to be $163,000,000. This value includes all income and expenses which are considered
to be relevant for the property, including theater operations, food and beverage revenue, parking
income, ticketmaster rebates, sponsorships, ticket surcharge income, merchandise income, and
net income from the restaurant and retail shop leases.
Entertainment Complex Value Summary
Coml2onent -indicated Value
Opera House $ 34,500,000
Cabaret Theatre 31,800,000
Little Theatre 3,600,000
Wild West Arena 56,500,000
Interactive Complex
Virtual Reality Pavilion 7,000,000
Large Screen Theater 12,450,000
Game Center 5,800,000
Festival Square 2,850,000
Retail Center -8,550,000
Total Value $163,050,000
Rounded to, $I 63.QQQ,QQQ
Mr. Ron Bradley
November 16, 1996
Page 20
Correlation and Final Value Conclusion
The subject project is a unique entertainment development. The project features
various elements of other nationally recognized live entertainment operations combined with a
good quality historic "Old West" theme. The development will build upon the existing ambiance
of Old Town Temecula and tastefully incorporate state of the art theaters, restaurants, retail shops,
and common areas within the existing Old Town architectural theme. By avoiding the excesses
which have taken place at the other nationally recognized entertainment complexes (i.e., garish
suburban sprawl and uncontrolled design and parking), it is our opinion that the subject
development can establish a reputation as one of the premier quality music theater attractions in
the country. Based on location, local demographics, and the potential for increased tourist traffic,
we believe adequate demand for the events to be staged is present. This opinion assumes,
however, an ongoing booking of first class talent and highly competent management.
The development has been valued utilizing the cost and income approaches. The
income approach includes both a direct capitalization method as well as a discounted cash flow
analysis. The discounted cash flow technique is considered to be the most accurate and applicable
for a complex property type such as the subject. This approach takes into account increases and
potential revenues as well as expenses. Accordingly, the discounted cash flow analysis has been
given primary consideration in the fmal valuation of the subject Old Town Temecula
Entertairunent Center.
Final Valuation
Based upon the examinations and studies made, and as a result of our experience
as real estate appraisers, opinions of market values have been formulated for the various
components of the subject development. The opinions of values stated in this restricted report
are predicated upon the following assumptions:
IThe property boundaries, proposed uses, and areas as indicated on the
maps and specifications provided previously are assumed to be correct.
This also pertains to the information provided concerning the changes to
the development plan which has resulted in revised square footage and
seating capacity figures for the private improvements.
2.The public improvement cost estimates provided in this analysis are the
same as those outlined in the original appraisal and are assumed to be
correct and applicable as of the date of value.
Mr. Ron Bradley
November 16,1996
Page 21
3.The value formulated for the total project assuming completion of both
the public and private improvements is based, in large measure. upon the
developer's experience in the operation of live entertairunent venues. in
addition to the developer's commitment to adequately market the project.
4.The proposed roadway improvements for the area as specified in the
Western Bypass Corridor development plan will be implemented
according to plans and schedules.
5.The subject property was physically reinspected on November 2-3, 1996.
The opinions of market values included in this report are stated assuming
economic conditions as existing on November 3, 1996.
As a result of the appraisal and analysis made, and based upon the certification,
limiting conditions, and assumptions stated herein, the opinion has been formed that the market
values of the Old Town Westside Improvement Authority Community Facilities District Zones
A and B, assuming conditions as existing on November 3, 1996, are as follows:
Land Value Assuming the Public
Improvements are Completed and In Place
Zone A Land
THIR TY-ONE MILLION DOLLARS
,U],QOO.gu
Zone B Land Parcels A through D
TENMILLION
SEVEN HUNDRED THOUSAND DOLLARS
,UP, Z9 a 9 9-0
Zone B ]Land and Parcel E
SIX MILLION NINE HUNDRED THOUSAND DOLLARS
Mr. Ron Bradley
November 16, 1996
Page 22
Total Project Value Assuming Completion
of Both the Public and Private Improvements
Zone A
ONE HUNDRED SIXTY-THREE MILLION DOLLARS
U61,00paw
Zone B (Land Only) Parcels A through D
TENMILLION
SEVEN HUNDRED THOUSAND DOLL4RS
= 700, 000
Zone B (Land Only) Parcel E
SIXMILLION
NINE HUNDRED THOUSAND DOLLARS
56,900,000
Additional data and analyses are retained in our files and available upon your
authorization or request.
Respectfully submitted,
BROWN, CHUDLEIGH, SCHULER,
AND ASSOCIATES
@ @e4c
GREGORY S. SCHULER
California State Certified Appraiser
License No. AGO 1 7213
WALTER H. CHUDLEIGH, III, MAI
California State Certified Appraiser
License No. AGO 1 9068
GSS:WHC:ts
ASSUMPTIONS AND LIMITING CONDITIONS
This report is made expressly subject to the following assumptions and limiting
conditions:
1.No responsibility is assumed by the appraisers for matters which are legal in
nature.
2.No opinion of title is rendered, and the property is appraised as though free of all
encumbrances and the title marketable.
3.The appraisal covers the property described only, and the legal description is
assumed to be correct.
4.No survey of the boundaries of the property has been made. All areas and
dimensions @shed to the appraisers are assumed to be correct.
5.Information concerning market and operating data, as well as data pertaining to
the property appraised, was obtained from others and/or based on observation.
This information has been verified and checked, where feasible, and is used in this
appraisal only if it is believed to be reasonably accurate and correct. However,
such information is not guaranteed, and no liability is assumed resulting from
possible inaccuracies or errors regarding such information or estimates.
6.The data contained herein comprises the pertinent data considered necessary to
support the value estimate. We have not knowingly @thheld any pertinent facts,
but we do not guarantee that we have knowledge of all factors which might
influence the value of the subject property. Due to rapid changes in the external
factors, the value estimate is considered reliable only as of the effective date of the
appraisal.
7.The appraisers assume there are no hidden or unapparent conditions of the
property, subsoil, or structures, that would render it more or less valuable. The
appraisers assume no responsibility for such conditions, or for engineering
required to discover such factors. It is assumed no soil contamination exists as a
result of chemical drainage or leakage in connection with any production
operations on or near the property. In addition, the existence (if any) of
potentially hazardous materials, such as asbestos, used in the construction or
maintenance of the improvements or @sed of on site, has not been considered.
T'he undersigned appraisers acknowledge they are not qualified to render an
opinion with regard to the presence of toxic materials, and recommend an
environmental scientist be retained to determine the exact status of the property.
No environmental impact studies were requested nor performed with regard to this
appraisal, and the appraisers hereby reserve the right to alter, amend, revise, or
rescind any portion of the value or opinions expressed herein based on any
subsequent data discovered which could significantly impact the market value of
the property.
8.The distribution of total valuation estimate in this report between land and
improvements (if any) applies only under the existing or reported program of
utilization. The separate valuation for land and improvements (if present) must
not be used in conjunction with any other appraisal and is invalid if so used.
9.The assumption has been made that all required licenses, consents, permits, or
other legislative or administrative authority, local, state, federal, and/or private
entity or organization have been or can be obtained or renewed for any use
considered in the value estimate.
10.The property is appraised as though operated under competent and responsible
ownership and management.
11.Opinions of value contained herein are estimates. There is no guarantee, written
or implied, that the subject property will sell for such amounts. It assumes there
is full compliance with all applicable federal, state, local envirorunental
regulations and laws unless noncompliance is stated, defined, and considered in
the appraisal report.
12.It is assumed that all applicable zoning and use regulations and restrictions have
been complied with unless a nonconformity has been stated, defined, and
considered in the appraisal report.
13.The appraisers are not required to give testimony or to be in attendance in court
or before other legal authority by reason of this appraisal without prior agreement
and arrangement between the client and appraisers.
14.Disclosure of the contents of this appraisal report is governed by the By-Laws and
Regulations of the Appraisal Institute.
15.Neither all nor any part of the contents of this report (especially any conclusions
as to value, the identity of the appraisers or the firzn with which they are
connected, or any reference to the Appraisal Institute or to the MAI or RM
designation) shall be disseminated to the public through advertising media, public
relations media, news media, sales media, prospectus for securities, or any other
public means of communication without prior written consent and approval of the
appraisers.
16.The appraisers assume no responsibility for anv costs or consequences arising due
to the need or the lack of need for flood hazard insurance. An agent for the
Federal Flood Insurance Program should be contacted to determine the actual need
for flood hazard insurance.
17.The liability of the appraisers' company, its owner and staff, is limited to the
Client only, and to the amount of the fee actually paid for the appraisal services
rendered, as liquidated damages, if any cause of action should arise. Further, there
is no accountability, obligation, or liability to any third party. The appraisers are
in no way to be responsible for any costs incurred to discover or correct any
deficiencies of any type present in the property; physically, financially, and/or
legally.
18.The property boundaries, proposed uses, and areas as indicated on the maps and
specifications provided previously are assumed to be correct. This also pe@
to the information provided concerning the changes to the development plan
which has resulted in revised square footage and seating capacity figures for the
private improvements.
19.The public improvement cost estimates provided in this analysis are the same as
those outlined in the original appraisal and are assumed to be correct and
applicable as of the date of value.
20.The value formulated for the total project assuming completion of both the public
and private improvements is based, in large measure, upon the developer's
experience in the operation of live entertainment venues, in addition to the
developer's commitment to adequately market the project.
21.The proposed roadway improvements for the area as specified in the Western
Bypass Corridor development plan will be implemented according to plans and
schedules.
22.The subject property was physically reinspected on November 2-3, 1996. The
opinions of market values included in this report are stated assuming economic
conditions as existing on November 3, 1996.
CERTIFICATION
The undersigned appraisers certifv that thev have personally analvzed the propertv
herein known as the Old Town Westside Improvement Authority Community Facilities District
in Temecula, California; and to the best of their knowledge and belief,
I . The statements of fact contained in this report are true and correct.
2.The reported analyses, opinions, and conclusions are limited only by the reported
assumptions and limiting conditions and are our personal unbiased professional
analyses, opinions, and conclusions.
3 .We have no past, presen@ or prospective direct or indirect interest in the property
that is the subject of this report and we have no personal interest or bias with
respect to the parties involved.
4.Our compensation is not contingent upon the reporting of a predeterznined value
or direction in value that favors the cause of the client, the amount of the value
estimate, the attaimnent of a stipulated result, or the occurrence of a subsequent
event. 'Me appraisal assignment was not based on a required minimum valuation,
a specific valuation, or the approval of a loan.
5 .We are competent to appraise the property that is the subject of this report based
on our previous experience appraising similar type properties.
6.Our analyses, opinions, and conclusions were developed, and this report has been
prepared in conformity with the Uniform Standards of Professional Appraisal
Practice.
7.The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.
8.'Me Appraisal Institute has a policy of continuing education. This policy includes
a program of voluntary recertification. "As of the date of this report, I, Walter H.
Chudleigh, III, NMI, have completed the requirements under the continuing
education program of the Appraisal Institute."
9.The reported analyses, opinions, and conclusions were developed, and this report
has been prepared, in conformity with the requirements of the Code of
Professional Ethics and the Standards of Professional Appraisal Practice of the
Appraisal Institute.
10.Walter H. Chudleigh. III, MAI, finds the content and conclusions of the appraisal
and the report were performed in accordance with the Uniform Standards of
Professional Appraisal Practice adopted by the Appraisal Institute. Walter H.
Chudleigh III, MAI, has made a personal inspection of the subject propertv or
comparable properties. Gregory S. Schuler has not personally inspected the
subject property and comparable properties.
11.Dean Myers provided significant professional assistance to the persons signing
this report.
Respectfully submitted,
BROWN, CHUDLEIGH, SCHULER,
AND ASSOCIATES
@ @41
GREGORY S. SCHULER
California State Certified Appraiser
License No. AGO 1 7213
WALTER H. CHUDLEIGH, III, MAI
California State Certified Appraiser
License No. AGO 1 9068
GSS:@C:ts
ADDENDA
5
Subject Photographs
TM
Looking northwest along Third Street
Looking west along Fourth Street
View looking to the west along Main Street from
the subject frontage within Old Town
Westerly view along Third Street from near
the intersection with Mercedes Street
View to the east toward Interstate IS
from near Fourth Street
Existing terminus of Main Street
immediately east of the Wild West Arena site
I-
Is
--- - --
m
View to the southwest across Main Street
QUALMCANONS
GREGORY S. S
EDUCATION
Bachelor of Science degree in Business and Marketingt Oregon State University, 1973.
EMYLO
Principal with Brown, Chudleigh, Schuler, and Associates, Medford, Oregon. Real estate
appraiser specializing in industrial and commercial properties, 1981 to present.
Pulver & Leever Commercial Real Estate, Medford, Oregon. Real estate marketing
specializing in commercial and industrial sales and leasing, 1976 to 1980.
PRO"SSIONAL TIONS
State Certiried Appraiser in the following states:
California License #AGO17213
Michigan License #1201002555
Oregon License #CDOO268
Georgia License #003805
Washington License #270-11
Nevada License #01055
Colorado License #CGO1322089
MAI Candidate:
Appraisal Institute courses completed:
Real Estate Appraisal Principles
Basic Valuation Procedures
Capitah=tion Theory and Techniques Courses 1, 2, and 3
Standards of Professional Practice (1997, 1991)
Licensed Real Estate Salesperson, State of Oregon.
QUALMCATIONS
WALTER K CHUDLEIGH MAI
EDUCATION
B.A. in Economics, Brigham Young University, 1971.
M[BA with specialization in Real Estate and Finance, Indiana University,, 1973.
FI"LOYMMNT
Brown, Chudleigh, Schuler, and Associates, PrincipaL Independent real estate appraisers
and consultants providing appraisal, feasibility, and consulting services throughout the
country.
Principal Lawrence E. Brown & Associates, Stanford, Connecticut 1984 to 1997.
Principal, Chudleigh & Company, New Haven, Connecticut. 1977 to 1984.
Associate, Landauer Associates/Shattuck Company, Los Angeles, California. 1973 to
1976.
COMIP "PIIJCATIONS
Designed and implemented discounted cash flow, equity yield, and land development
computer models applicable to real estate investment analysis.
TM G AM LE G
Instructor in Advanced Real Estate Valuation, Finance Department, University of
Southern California, 1974 to 1976.
CONTREBUTING AUTHOR
"Real Estate Investment Yield as Correlated to the Rate Shown in Money and Capital
Markets," The Real Estate Appraiser and Analyst.
"The Application of Correlation Matrix Analysis to Real Estate Appraisal," The
ARpraisal Journal.
"Computer Aided Graphics for the Appraiser," The Appraisal Journal.
"The Impact of the Installation of Public Sewers on Commercial Property Values," The
AIRpraisal Journal.
PROFESSIONAL MSMPS
American Institute of Real Estate, (MAI Designation), Certified through December 1"6.
Financial Management Association
Member, Urban Land Institute
Licensed Certified General Appraiser, State of Connecticut, NCGO37
Licensed Certified General Appraiser, State of Utah, #CGO0038645
ACADEAUC TIONS
Omicron Delta Epsilon, National Economics Honorary Society, Brigham Young
University, 1969.
Beta Gamma Sigma, National Business Honorary Society, Indiana University, 1973.
COURT EXPERIENCE
Qualified as an expert witness in State and Federal courts in the following states:
California
Connecticut
Utah
Has testified in the following type cases involving commercial property:
Comdemnation
Bankruptcy
Tax appeals
Major cases are as follows:
-300 property sewer assessment district in Orange, Connecticut for the municipality
-400,000 square foot mixed use complex in Hartford, Connecticut for GE Credit
-250,000 square foot specialty shopping center in Salt Like City in foreclosure for
Equitable Life
-275,000 square foot industrial park in Torrance, California for Heller, Ehrman,
White, and McAufiffe, on behalf of Aldrich, Eastman and Waltch (AEW)
APPENDIX D
FORM OF OPINION OF BOND COUNSEL
[TO BE PROVIDED BY BOND COUNSEL]
[L289429.81 D-1
APPENDIX E
GENERAL INFORMATION REGARDING THE CITY OF TEM[ECULA
The following information is included in this Official Statement for informational
purposes only. The City has no liability whatsoever with respect to the Bonds or the Local
Agency Bonds.
THE CITY OF TEMECULA
Following a vote by the residents on November 7, 1989, the City of Temecula
("City") incorporated under the general laws of the State of California on December 1, 1989. The
Temecula Community Services District ("TCSD") was also established at that time. The TCSD is
responsible for providing parks and recreation services to the residents of the City, as well as street
lighting and slope maintenance in certain areas of the district.
Other govenunental entities, such as the State of California, the County of Riverside
and various school, water and other districts also provide various levels of service within the City.
However, the Temecula City Council does not have a continuing oversight responsibility over
these other governmental entities.
ECONOMIC CONDITION AND OUTLOOK
Located on Interstate 15, the City is 45 miles south of Riverside and 60 miles north
of San Diego. The City's approximately 35,650 residents are offered a broad range of housing
options from apartments to luxury custom homes with the median housing price at $192,000.
Temecula's economic base is anchored by a number of firms specializing in
biomedical technology and supplies, high technology controllers and semi-conductors, among
others. The City's retail base is also experiencing growth. During fiscal year 1990 - 91, a
429,175 square foot regional center opened and another 273,584 square feet was occupied in fiscal
year 1991 - 92. Temecula is also home to twelve auto dealers including Honda, Toyota and
Nissan.
GENERAL INFORMATION
ALgiculture. The climate and soil in the City are particularly favorable for growing
avocado, grape, and citrus crops.
There are currently twenty agricultural management firms in the Temecula area
which manage agricultural production of thousands of acres of land owned by individual investors,
partnerships and corporations. The agricultural managers apply economies of scale by combining
many small and medium sized parcels of land as if these parcels were one large ranch.
[L289429.81 E-1
In addition, a substantial wine industry has developed in the City and the
surrounding area. Approximately 4,000 acres of land are planted with grapevines. There are
currently twelve wineries which produce wine with locally grown grapes.
Climate. Warm summers and moderate winters are typical of the overall City
climate. Annual average precipitation is 11.58 inches and annual average temperatures range from
an 80.5 degrees to a minimum annual average of 46.3 degrees.
Education. The City serves one of the fastest growing school districts in the State,
according to a report issued in August 1990. The Temecula Valley Unified School District has
five elementary schools, two middle schools, one high school and one continuation school. The
total number of students in the Temecula Valley Unified School District jumped from
approximately 6,000 to 9,000 at the end of the school year in 1991.
The University of California, Riverside has opened an extension center in the City
and Mt. San Jacinto Community College has opened a new campus ten miles north of the City to
serve the growing population.
Tranortation. The City is bisected by Interstate 15 which directly connects it with
San Diego and Interstate 10 leading to Los Angeles. Interstate 15 also directly connects with
Highway 91 leading to Orange County and Interstate 215 leading to San Bernardino.
The following charts provide additional information about the City and its environs.
[L289429.81 E-2
NOV iS 196 03:iBPM P.2/ii
Chy of T
by
U" Of
ad @@ww bt Pmu uld
Tna
1990 1,741,086 $ 45,661 $ 1,040,796 $195,05 $ 7,220 43,373 55t673 $ 3,135,M9
1991 7,931,203 1,470,552 3tOOO.442 8,CW,496 145,513 511,522 120,559 21,205,587
L992 13,586,731 1,424,657 2,919,900 7,254,3U7 100,423 9-A,677 111@ 2r)=,839
L993 17,9N,Z75 I,RgOg 3,6*,W S,9M,391 59,465 1,Ofd,157 44,161 30,$40,748
L994 18,M,321 Z,ln,316 3,449,405 7,45%070 101,WG 1,09,014 141,912 33,Z2,9"
1995 13,239,M 2,095,552 3,923,097 7,150,430 105,229 2,@23 347,116 34,700,480
L9% 11,246,"7 2,157,699 3,833,106 7,097,W3 95,2ZI 3,OdC455 229,451 33,758,152
NOW AIL faW Mm for an 1, IM.
Sanxw: Cily of T F'@
75
NOV iS '96 03:iSPM P.3/ii
MofT
Gm@
P*b cow EW
I"
1990 $ 615,L52 5 97,414 7,= $ 195,3% 346,330 $82,579 $ 1,344,W
1991 1,919,70U 2$Z7,974 $15,2A7 4,293,252 1,132,293 1,254,320 17.,
im 3,051,171 4,404,213 1,457,874 3,100,710 3,164,247 3,77!P,781 20,987,9%
1"3 2,@183 3,952,037 2,720,393 6,438,M 3,MXZ B@,298 $ 145,723 28,411,8"
1994 2,911,112 4,201,80 1,836)452 7@PW4 41,013p9l9 6,lddSn 1,859,371 28,518,,159
1995 2,M768 3,057,103 2,421,139 7,158,$Ig 4,M,W 4,IA226 l,"3,Vn 23,203,273
199d 3,207,502 5,519,10 2.ld6,"2 7,300,LW 5,294,291 9,8",735 i,"S,665 35,318,503
Noft: aR pv find Wu for dnoo on 1, l9t9.
- City of T P D
76
NOV iS 196 03,.IBPM
P.4/ii
Of T
Md van Of
T@le (v@ In
Taal Not list TOWI E&
Ed v
YAbi2
2,=,491 $(11,913) $ 2XO,Sn S (Z7@ 2,192,651 2,1@651
im 2,626,500 (lS,3" 2,611,204 cm@ 2,SW,701, 2,590,701
im 2,904,762 Mill) 2,022,6Sl (34,149) 2,"S,502 2,949,502
1994 31=130 CM.7LO) 2,M,630 (3P,449) 2,PS9,192 2,059,182
1995 3,015,%7 (2pt9m 2,925,ml (44,0&2) 2,941,879 2,041,979
106 3,167,918 (34,277) 3,123,S41 (47,@ 3,OBS,6-M 3,OAS,626
Ntft: DaU -E k- 1, JM; SC, IWO ig
smft Ih cmm off=
77
NOV i5 196 03:igPM P.5/ii
Cfty of T
C no B&A Depookst oW V@ ("d" in *o
v@
(3)
of Number of
unin YWUD
232 $ 16,717 387 $ 6,407 $1,270,735 $ lM3,306
im 158 902 337 lose 1,473,713 1,4S4,"3
1"3 im 6,316 sm $0,347 1,=,"7 1,4&P,077
1"4 130 10,639 1,226 113,002 1,4",707 1,539,257
1995 162 29,223 90 85,410 1,476,339 1,677,7M
1996 136 23,572 987 93,674 1,U7,175 1,866,21S
Neft, Due of
(1) CiW of TV"ld;no ad Sday
(2) Da?A
(3)C@ Lacd Use a
79
NOV 445 '96 03:i9PM P.6/ii
city d T
Tax and owftppwz
Bode cam v@
F@ Yar city 5@ water
TAM -Rftw ni@et N."" Tahl
1991 s 1.0000 50.0492 50.4565 $ 1.5057
1992 1.0000 0.1469 0.4469 1.5937
1993 1.0000 0.0714 0.4440 1.5154
1994 I.OOW 0.0543 0.4429 1.4972
1995 i.ww 0.0685 0,4175 1.48W
1996 l.oow 0.9441 0.3720 1.4664
Note: Date of tion wu 1, 1999; or, 1990 ftn ig una@ble.
Smee: Ri County Assessor's Oface
79
NOV 15 '96 03:@ P.7/ii
Cft of T
@pa Ownas
.but 30- 19%
v TOW An@
4.12%
2,665
A& 64,904 2.ust
Rml Dev 51,@ 1.60%
xkpt"@l@ 32,1$D 1.00%
cue, 20,146 0.61%
3BA6 IPXW"tim, I=. Dev 12,134 0,63%
Pait T 1-ited Ral 14544 0.52%
Pmk P@l" --hif Red@ IS,482 O.Ag%
p 15.-277 0,4199
Rw@ C@ Tax Rob
so
NOV iS 196 03:20PM
City of Temecula
SW" Tax ow - -
I
Eirm 'Rn@p-qq @ndnn
AM PM Markxt
Amcrican Material LJSht Ind@
ChanneJl Commercial Co Light Ind@
Chevron USA, Itic. station
Cuim Jumper P."
cin & Food Mart Scrviw Station
@dant CoiLporafion (fOrMerly Ad Ught IndUSaW
Elank's @wm & Lumber Hardwm Store
Ian W@ RV Motor V@ Dealw
x @ store
Lue4i I stow
mmrls swm
mobil oil s@SuLtion
Nium of T V@ Dealer
Nacm Acm Honda mokw v@
lqo= er 7cep Vehicle Dealer
Chgmld Buick Geo Mokw Vebicle Dealer
Pep Boys AL40 Parts St=
@ Castro
Pro@ul Hospitol Supply Light itidusftw
Rancho Ford motor vehicle
Ti @ P@y Apparel
T-uset Department Store
Toyota of Temecula V@ Motor V@le
Source: UtL-r, de & As
NOV is 196 03:2ipm P.iO/ii
Cky of T
Lonat EE*oyas by N of @oyea
Number of
t 1,577
T v@ u@ School 1,138
ow 627
Diversi@ Tempmq 413
Hudson Cue, Im. 400
PToftgonal BoVital Supply 400
Ewdii in 243
opto 22 217
SWAP in@@ I=. 210
Channdl C 199
Tom@ Crock Inn C%ff Rwrt 185
@ costm 179
T@ 175
LU04 Storce 155
Plant Moment, I=. 145
California 140
cwm Jumper 136
is 125
Si= p 120
R=bo Water Distdct 117
K-Mart Corpomdm 116
w 110
Tension En@ 106
Com's Rcmumt 100
City of Te Business 14cmw Listing
83
NOV iS '96 05:46PM P.3/3
@ of T
DmoSmp It md
Date Dember ip 1989
Form of pv t co ar
City Area 26 V= miks
s@ 200 milu
City Main@ $mm 145 @
by *c County of Riv=&
Number of I
Numbcr of Volumes 80,000
POHM Pro ad by On County of Riverude
Number of S 2
Number of Sworn Officers 42
by the County of Rivm&
Number of S 3
Number of F@htm 35
Parks 18 Par@, 245 acres (142 davdoped
acm)
Bmployeu (Autho@ posidms) 96
N of registered voters 21,006
P
1990 8,324*
1990 25,950*
1995 39,286**
1996 41,854**
Source: City Of T ts
According to U.S. Census
StiLte Of Califomia, L of P
84
APPENDIX F
FORMS OF CONTINUING DISCLOSURE CERTIFICATES
[TO FOLLOW]
CL289429.81
APPENDIX G
MAP OF DISTRICT
@89429. 81 G-1
MR-25-96 MON 16:53 CITY OF BEAUMONT FAX NO. 9098458483 P. 08
IT I
MAP OF ZONES
OLD 'I"OWN/WESTSIDE COMMUNITY FACILITIES DIS-RICT FINANCING AUTIJ.ORITY
COMMUNITY FACILITIES DISTPICT No. I
(OLD TOWN AREA PUBLIC IMPROVEMENTS)
COUNTY OF RIVERSIDE. STATE OF C,",.LiFOItNIA
ZM A
off
am
APPENDIX H
OLD TOWN TEMECULA OPERATING PROJECTION
CL289429.81 H-1
FINANCL4,L PROJECITON OF
OLD TOWN ENTERT NT, LLC
The following is a Financial Projection (the "Projection") of operations for Old Town
Ente ent, LLC for each of the three years following the grand opening of the Project, which is
anticipated to occtw on May 1, 1998. The Company was the sole preparer of the Projection and the
Projection is as of September 30, 1996. The Projection is based on the Company's current best
estimate of the results h expects, given the Company's projected assumptions described in the
Summary of SiV&icant Projected Assumpbons and Accounfin Policies for the penods presented (set
forth below). The Company does not intend to update or o revise the Projection to reflect
events or circumstances or an'sing after the date of this OfTicial Statement or to
reflect the occunrence of unanticipated events, except as required by applicable law and any continuing
disclosure obligations. The Projection is based upon a number of estimates and assumptions that,
while presented with numerical specificity and considered reasonable by the Company, are inherently
subject to significant bminess, economic and competitive un es and co@encies, many of
which are beyond the control of the Company, and upon assmnptions with respect to future business
decisions which are subject to change. The Projection assumes, among other things, the Project wiD
open as scheduled, wiR be successful and wiD attmct a substantial number of visitors to Temecula and
a substantial nmnber of such visitors will visit the Project. The success of the Project is subject to
uncertainties and confinencies beyond the Company's control. Accordingly, there can be no
assurances that the projected results will be achieved. The Projection and actual results will var-y, and
those variations may be material. The inclusion of the Projection herein should not be regarded as
a representation by the Company or any other person that the Projection will be achieved. The
Projection is provided by the Company solely for the purpose of a prospective investor in
assessing the basis upon which the Company will be able to make the special tax payments associated
with the Project and not for purposes of assessing equity value. Prospective investors in the Bonds are
cautioned not to place undue reliance on the Projection.
[L289429.81
OLD TOWN ENTERT
NT, LLC
PROJECTED STATEMENT OF OPERATIONS
(in thousands)
YEAR
1 2 3
REVENUE:
Admissions $38,609 $42,367 $43,638
Touring, Recording and
Television Productions 7,715 11,335 16,359
Retail, Food and Beverage 16,709 19,316 19,818
Parking, Sponsorships
and Other 5,414 5,995 6,302
Total $68,447 $79,013 $86,117
COSTS AND EXPENSES:
Production $22,660 $26,020 $26,800
Touring, Recording and
Television Productions 6,628 9,225 13,972
Retail, Food and Beverage 7,128 8,001 8,242
Marketing and Advertising 1,984 2,181 2,247
Real Property Taxes 966 986 1,005
Community Facilities District 1,558 2,456 2,456
Parking, Sponsorships
and Other 3,599 3 8@16 3,929
$44,523 $52,685 $58,651
GENERAL, ADMINISTRATIVE AND
OTHER EXPENSES 5,461 6,706 69@07
EBITDA $18,463 $19,622 $20,559
[L289429.81
S Y OF SIGNIFICANT PROJECTED ASSUMPTIONS
AND ACCOUNTING POLICEES
For the fwg fWl three years of operations
Introduction
The foregoing Projection presents, to the best of management's current and actual knowledge
and belief, the Project's expected results of operations for the three-year projection period, assuming the
development of the Project with a grand opening on May 1, 1998. The Projection reflects management's
judgment based on present circumstances of the most likely set of conditions and management's most likely
course of action, to the extent such conditions or actions are anticipated to affect the results described in the
Projection. Because the Company has not commenced operations and, accordingly, has not revenues, the
Projection is not, and cannot be, based on actual operating results.
The assumptions described herein are those that management believes are significant to the
Projection or are the key factors upon which the results shown in the Projection depend. However, not all
assumptions used in the preparation of these statements have been set forth herein. The Projection was
prepared by management in good faith and is based upon a variety of estimates and assumptions, which
though considered reasonable by management, may not be achieved and are inherently subject to significant
business, economic, regulatory and competitive uncertainties and contingencies, including possible
competitive responses, many of which are not within the control of the Company and are not possible to
assess accurately, and upon assumptions with respect to future business decisions which are subject to
change. Therefore, the actual results achieved during the projection period will vary from those set forth
in the Projection, and the variations may be material.
The Projection assumes, among other things, that (i) the Company will own and operate
approximately 275,000 square feet of facilities located on approximately 53 acres in Temecula, California,
which combine legitimate theater, live entertainment, sports, retail and dining, together with a recording
studio, a theatrical production facility and television broadcast capabilities, and parking, as more specifically
described in the Preliminary Official Statement; (ii) the Company will obtain all necessary licenses, permits
and meet other governmental requirements and not be adversely involved with any major legal proceedings
which could affect its revenues or expenses; (iii) the Company will acquire the land for the Project, complete
construction and incur pre-operating costs within its budget; (iv) the Company will be able to continence
operations (substantially as described in this Preliminary Official Statement) on May 1, 1998; (v) the Old
Town Public Improvement Bonds will be issued and the related improvements, including two new bridges
and the Western Bypass roadway, will be completed on schedule; (vi) the financing described in "Financing
Structure" below is consununated; and (vii) there will be no change in generally accepted accounting
principles that may have a material effect on the financial results of the Company. If such assumptions are
not met, the actual results may vary from those set forth in the Projection, and the variation may be
material.
The Projection is as of September 30, 1996. The Company does not intend to update or
otherwise revise the Projection to reflect events or circumstances existing or arising after the date hereof
(other than pursuant to any continuing disclosure agreement with the issuer) or to reflect the occurrence of
unanticipated events. Prospective investors in the Bonds are cautioned not to place undue reliance on the
Projection.
CL289429.81 -4-
Methodology and Hypothetical Assumptions
Method@
The Company has drawn upon the combined experience of its management expertise,
supplemented by outside consultants and industry participants, to prepare this Projection. Management has
reviewed, where available, infonmtion such as demographics, visitor statistics and consumer spending
surveys.
HyRothetical AssgMtions
The Projection is based on the assumption that the Project will be developed with a grand
opening on May 1, 1998, using Senior Notes in the amount of $60 million and Subordinated Notes in the
amount of $22 million, with interest rates of LEBOR plus 2 % (7.625 % for the Projection period) and 12.5 %
respectively.
The Projection is based on the assumption that most categories of revenues and costs and
expenses will increase annually at the rate of 3 % in years subsequent to year one.
Summary of Significant Accounting Policies
Organization Costs
Organization costs are being amortized over a 5-year period.
Pre-gRerating Costs and EM&nses
Costs and expenses incurred that are directly related to the development of the Project, such
as interest, property taxes, architectural and engineering costs, have been capitalized. General and
administrative expenses have been expensed as incurred.
Land, Buildings and EguiRment
Land, buildings and equipment are stated at cost. Improvements and repairs which extend
the life of the asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation of
buildings and equipment is calculated using the straight-line method over the estimated useful life of the asset
or the related lease term, whichever is shorter. Capitalized interest is estimated at $7,480,000 over the 16-
month period of construction of the Project. The asset useful lives for the buildings and improvements are
39 years and for furniture, fixtures and equipment range from five to seven years.
Production Costs
Production costs associated with the creation of each separate production are defeffed to the
opening of the production. Such costs, including set construction, props, costumes and salaries paid to the
cast, crew, musicians and creative constituents during rehearsals, are then amortized based on expected
revenues from each production. The carrying value of unamortized costs for each production are reviewed
quarterly and, when necessary, written down to estimated net realizable value.
CL289429.81 -5-
Advertising Lxgenses
Advertising expenses are charged to operations as incurred.
Deferred Finance Costs
Deferred finance costs are amortized using the interest method based on the terms of the
related debt.
Revenue Recognition
Ticket sales and related event revenue are recognized on the date of the performance.
Amounts received for sponsorships are deferred and recognized as revenue over the term
of the sponsorship agreements.
Income es
No provision is made by the Company for federal and state income taxes, as such taxes are
the responsibility of the individual members of the Company.
Estimated Construction and Development Costs
Constru
The Project is projected to open on May 1, 1998. While the Company believes this target
will be achieved, there is no assurance that the opening will occur by this date.
fL289429.81
The total uses of proceeds from Members' equity contributions and the loans from inception
to completion of construction and through a one-month "soft opening" are as follows (in millions):
Project construction and related costs $61.6
Land acquisition 12.9
Furnitures and fixtures 0.6
Points, interest and other fmancing costs
during construction 11.6
Pre-operating costs and expenses 14.5
Cash for working capital 1.4
Contingency 1.0
Total $103.6
Project Components
Wild West Arena *6,000 seats
Opera House 2,200 seats
Cabaret 1,450 seats
Little Theater 200 seats
IMAX/IWERKS-type Theater 300 seats
Festival Square 2,000 capacity
Virtual Reality Theater 24 seats
Game Center 5,300 sq. ft.
Restaurants 21,000 sq. ft.
Specialty Retail 20,000 sq. ft.
Parking 2,900 spaces
*The Wild West Arena has a seating capacity of 7,200 for concerts.
Major construction projects entail significant risks; however, the Company has entered into
an agreement with Fluor Daniel, an equity member of Temecula Entertainment, LLC, for a guaranteed
maximum price and a guaranteed completion date for delivery of the Project. Nevertheless, adverse
developments could delay the project or increase its costs.
Admission Revenues
Projections for the Temecula market were prepared utflizing outside and in-house market
research information. The demand for live entertairanent by market area residents was estimated using a
three-step analysis: (i) determine the population in the market area based on distance from the Project; (ii)
assess that population's propensity to attend live theater events through consumer expenditure surveys; and
(iii)estimate the share of this market the Company will attract.
To estimate the Project's ability to capture a portion of the visitor market, management
considered the number of visitors to the region and to individual adjacent counties, and their lengths of stay,
based on information provided by the California Division of Tourism. Based on the market projections and
management's marketing analysis, the size of the facilities was set. After determining the number of visitors
the Project could reasonably expect to attract, the Company estimated ticket prices. Ticket prices were set
based on pricing at comparable theater markets and the local market area.
[L289429.81 -7-
Total Market Sin
Demand forecasts were derived by analyzing anticipated demand of residents living within
an 100-mfle radius of the City of Temecula, as well as visitors coming from beyond the 100-mile range.
The 100-mile radius was established considering that the Project is adjacent to an Interstate Freeway and that
travel time to the Project would be less dm two hours. The 100-mile radius was subdivided to forecast
annual demand generated in three market segments around Temecula, as follows:
Market miles Driving Time
Primary 0 to 35 miles 20 to 40 minutes
Secondary 35 to 60 miles 40 to 70 minutes
Tertiary 60 to 100 miles 70 minutes to 2 hours
Market Share
After projecting the size of the Temecula market, the share of this market that the Project
could reasonably expect to capture was estimated based, initially, on the proportionate share of the market,
in terms of theater or arena seats, that it would represent. Based on these percentages, a range for capture
rates was estimated for each of the market segments, as follows:
Calculated
Population Proportionate Managernent's Estimated
of the Share of Ca2ture Rate
Market Area the Market Higher Range Lower Range
Primary 1,958,700 50.0% 50% 15%
Secondary 6,533,700 17.0% 20% 5%
Tertiary 8,623,900 13.0% 15% 3%
Based on the population in the above market segments, based on information provided by
Claritas, Inc., and estimating that $23 per capital per annum is spent on live entertairunent, total
expenditures on live entertainment for each of the above market segments was determined. Next, the
resulting wnounts were multiplied by the capture rate above noted as being the "lower range. " This resulted
in a residential demand of approximately $20 million.
Domestic leisure visitors to Southern California numbered 78.2 million in 1994. Considering
the number of these visitors who traveled to Riverside, San Bernardino, Los Angeles, Orange and San Diego
counties, and considering the number of visitors to the various individual attractions in these counties, as
well as the attractions in other parts of the country, management estimated that the Project would be able
to capture between 1 % and 2 % of these visitors. Multiplying the approximate average ticket price of $20
for the live theater attractions in the Project by 782,000 (I % capture rate) yields $15.6 million.
Combining the $20 million for the local market and the $15.6 million for visitors, results
in ticket revenues of $35.6 million.
Admission revenues for the Project include the basic ticket price, plus a ticket service fee,
a facility charge and an 8 3/4 % user charge. The ticket service fee is a rebate to the Project by the company
(expected to be Tickeamter) which will sell and distribute tickets. It is estimated to be $.38 per ticket.
[L289429.81 -8-
The facility charge is a fee which is customarily added to the ticket price and has been added to all tickets,
with the exception of tickets to the Festival Square which is not enclosed. The charge is $2.00 for the Arena
and $1.00 for the other venues. The user charge is a surcharge established by the Redevelopment Agency
of the City of Temecula. This surcharge is available for the unrestricted use of the Project for 35 years,
after which a majority of such revenue is paid to the City. The accompanying Projection reflects admission
revenue of $37,703,489 in year one.
A sununary of key statistics concerning the venues for year one is as follows:
No. of Average Total Average
Annual Occupancy Paid Ticket
Venue Performances % Attendance Price
Wild West Arena 195 51.8% 634,725 $18.14
Opera House 416 55.0% 503,360 20.68
Cabaret 468 55.0% 373,230 20.45
Festival Square 36 47.5% 50,670 6.88
The above occupancy percentages are averages for the first year of operation, and are based
ontheassumptionthattherewillbeapproximatelyl.7millionvisitorstotheProject. TheProjectionreflects
an occupancy of 35 % during the first month subsequent to the completion of construction, prior to the Grand
Opening. Management estimates that the occupancy during years subsequent to the year one will be 55 %.
Other Revenues
In general, the assumptions regarding other revenues are based on management's experience,
supplemented by outside consultants and market research information. Other revenues operations consist
of revenues from food and beverage, retail and restaurant leasing, food court, parking and advertising
sponsorships.
Food, Beverage and Retail
It is management's estimate, based on comparable revenues at other major attractions and
theaters, that food and beverage and retail sales for year one, by venue, will be as follows:
Average
Food and Beverage Sales
Average Per Og u"ied Seat
Retail Sales Paid Complementary
Venue Per Occupied Seat Admission Admission
Wild West Arena $4.50 $5.40 $2.70
Opera House 3.95 2.15 0.90
Cabaret 3.15 6.66* 1.65
Festival Square 2.76 3.92 3.07
*The performance in the Cabaret includes dinner, beverage or snack service.
[L289429.81 -9-
Virtual Realiiy and IMAX/IWERKS-Me Theaters and the Game Center
Management believes that the Project's visitation base will support these attractions. Ticket
prices and utilization rates have been estimated by management based on comparable theaters and complexes,
as follows:
Ticket price/
Per Capita
S2;nding Utilization Rate
VimW Reality $4.00 20%
IMAX/rWERKS-type Theater 4.20 20%
Game Center 5.00 25%
Touring Shows
The Projection reflects shows produced for the Wild West Arena and the Opera House which
will tour. The show produced for the Wild West Arena will perform periodically in Temecula during the
year following production and will subsequently tour for 26 weeks. The show produced for the Opera
House will perform in Temecula for four weeks and subsequently tour for a year before returning to
Temecula. A second show will be produced during the second quarter, perform during the first month of
the third quarter and subsequently tour for a year. Key statistics concerning revenues associated with 26
week tours, the Broadway revival will only tour for 26 weeks during the first year, for each show are as
follows:
Average
Number of Total Ticket
Perfomiance Performances 0 ancv Attendance Price
Broadway Revival 208 55% 326,040 $34.00
Wild West Show 91 55% 750,750 $18.00
Recording and Television Productions
The Projection reflects $75,000 of revenue related to renting the Old Town Studios and
Production Center and $285,000 related to revenue associated with the sale of 14 recordings during the first
year of operations. During the second year, the revenue increases to $1,194,800, principally representing
revenue associated with the selling of 54 recordings of selected performances in the various venues. Costs
and expenses associated with the recording studio are estimated to equal 40% of revenue.
The Projection reflects the production of 14 shows in the television studio during year one,
with related revenue of $680,000, plus $50,000 for renting the studio. During years two and three, the
Projection reflects the production of 18 shows each year with related revenues of $885,800 and $912,374,
respectively, plus rental income of $51,500 and $53,045, respectively. The Projection reflects no revenue
from any related residuals.
CL289429.81 -10-
Leasing - Retail and Restaurant
Based on an analysis of the retail and restaurant space in the area surrounding the Project,
rent has been established at $2.75 per square foot for specialty retail, with a 15% vacancy and collection
loss factor, and $2.50 for restaurant space.
Food Court
Included in the Project will be approximately 14,000 square feet for a Company-operated
food court. Based on the number of visitors reflected in the Projection, it is management's estimate that
gross revenues will be $3,555,862 during year one, with associated costs equaling 76% of that amount.
Parking
Management estimates that 90% of the visitors to the Project will arrive by auto with the
remaining 10% by coach. It is projected that 85% of the visitors who arrive by auto will utilize the
Project's parking area, while 90% of those arriving by coach will use that area. Parking fees have been
estimated at $5 for autos and $10 for coaches.
SRonso h@i s
Management has relied on its experience together with information available from other
major venues to estimate sponsorship revenue at $1.8 million for year one.
Operadn Costs and Expenses Assumptions
In preparing the operating costs and expenses forecasts, management has drawn upon its
extensive experience together with that of outside consultants. Direct costs are estimated to be as follows:
Production Costs
Venue As A Percentage Of Revenue
Arena 75%
Opera House 70%
Cabaret 70%
Festival Square 45%
Virtual Reality Theater 20%
IMAX/IWERKS-type Theater 30%
Cost of Sales
Service As A Percentage Of Revenue
Food and Beverage 49%*
Retail 20%
Parking 20%
Sponsorships 10%
*Includes a 5 % management fee (see management fees).
[L289429.81
Other expenses include advertising and marketing expenses and general and administrative
expenses. The number of attractions offered at the Project will help reduce these expenses as a percentage
of revenue compared to other live entertairmment venues.
Management Fees
Pursuant to a management agremnent, Ogden Entertainment Services ("Ogden") will provide
to the Company initial oversight and ultimately day-to-day management and food and beverage services
relative to the operations of the Arena, Opera House, Cabaret Theater, Festival Square, Virtual Reality and
IMAX/IWERKS-type Theaters, the Game Center and the Company-operated food court, as well as certain
conunon and related functions such as parking, maintenance, security, advertising, marketing, promotion
and booking.
Financing Stru@
The Projection assumes that the Project will have a total development cost of $103.6 million,
which will be financed partly with $21.6 million of equity. It is further assumed that the Company will
issue $60 million of Senior Notes and $22 million of Subordinated Notes. It is estimated that the
construction and development of the Project will result in the Company drawing all of these facilities through
the opening of the Project, with the exception of the amount necessary to pay the sixth quarterly interest
payment on the Senior Note, which is due 18 months from the funding of the loans; that amount will be
drawn when due.
The Projection reflects an average interest rate on the Senior Notes of 7.625 % (LIBOR plus
2%), plus 1.5 points. Interest is payable quarterly in arrears; the first six payments will be fimded from the
net proceeds of the Notes. Principal payments equal to 50% of cash flow are due quarterly beginning two
years from the date of issuance and are due in full at the end of four years from the grand opening of the
Project. The Notes are secured by a first priority lien on substantially all of the assets of the Company.
The original principal of the Senior Notes will be drawn monthly during construction, as
needed. Once operations conunence, a $4,000,000 line of credit will provide necessary working capital.
The Projection reflects an interest rate on the Subordinated Notes of 12.5 %, payable interest
only, semi-annually in arrears.
Transactions vnth Members
Pursuant to a Continuing Services Agreement among the Members, Fluor Daniel has agreed
to providenecessary professional services to provide project management, scheduling, estimating and
preldesign work for the Public Improvements associated with the Project and for the Project itself.
Charges forsuch services to the Project are not to exceed $1 million.
Fluor Daniel has contracted to construct the Project for a guaranteed maximum price of
$61.6 million, including $2.3 million for equipment.
EEC (or its assigned affiliate) has been granted the right to lease a 4,500 square foot micro-
brewery and a 2,500 square foot coffee house, both in the Festival Square area, at an annual lease rate of
$12 per square foot. Additionally, EEC (or its assigned affiliate) will have the right to operate kiosks,
throughout the Project, for certain food and beverage service.
[L289429.81 -12-
RESOLUTION NO. 2 ATTACHMENTS
Nov. lb. 1996 8: boam CP & F No. 0836 P. 2
CONSTRUCNON MANAGEbfVff AND SMRVISION AGREEMENT
Betwem
TEE OLD TOWN/WMME CO FACIUTIES DISMCT
FINANCING AUTHORrrY CO FACIUTIES DISTRICT NO. 1
and
FLUOR DAMEL9 INC.
a C&Wornia Corporaflon
Nov. l@. l@@b d: b [AM @e & f No. 0836 P. 3
TABLE OF CONTENTS
DEFINITIONS 1
RECrrALS 2
AR'NCLE I ENGAGEMENT AND GENERAL DUTIES OF
FLUOR DANIEL AS MANAGER 3
1.1 Engagement of Fluor DanieJ as M&Mer 3
1.2 Performance of Manager 3
1.3 Manager's Personnel 3
1.4M&Mer's Responsibilities for
Management Costs &W Expenses 3
ARTICLE 11 MANAGER'S RESPONSIBILITIES 3
2.1 Manager's Services 3
2.2 Progress Meetings 4
2.3 Approvals and P@ts 4
2.4Design and Eng Contracts 4
2.5Construction Contracts 4
2.6Manager's Construction Supervision 5
2.7SchWWing I . . . 5
2.8Payment Applications 6
2.9Inspections and Construction Punch List 6
2.10Safety 7
2.11Books and Records 7
2.12No As@on of Contract Responsibility 7
ARTICLE M AUTHORITY'S RESPONSIBILITIES 7
3.1 Representatives 7
3.2 Notice of Defects 7
3.3 Perfbrmance of Contracts 7
3.4 Available Funds 7
ARTICLE IV COMPENSATION OF MANAGER 7
4.1 Management Fee 7
4.2 Reimbursement for Work Previously Perfomed 7
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ARTICLE V iNs CB
5.1 Mauger,s lnswa= 8
5.2 Audiority @a= 8
5.3 Builder's Risk Insurance 8
5.4 Waiver of Subrogation 8
ARTICLE VI TP.RMINATION 8
6.1Te n by Mutual Consew 8
6.2T tion Upon Event of Default 9
6.3Payments Upon Termination 9
ARTICLE VII NSCELLANEOUS PROVISIONS 9
7.1 Assignftnt 9
7.2 Am@ent 9
7.3 Notices 9
7.4 Auorneys' Fees 10
7.5 Entire Agrftmnt 10
7.6 Governing Law and Venue 10
7.7 Sevembility 10
7.8 No Waiver I - 10
7.9 Successors and Assips 10
7.10 Force Majewe 10
7.11 Indemnity 11
7.12 Representafions and Rem@es 11
7.13 Damgu 11
Exhibit A Public Works Bid Procedures A-1
Exhibit B Description and Cost Es@e for the project B-1
@ibit C Schedule for the Project C-1
Exhibit D Work Performed Prior to the Execution of the Agreement D-1
D'ov. lb. 199b 8:51AM CP & F No. 0836 P. 5
CONSTRUCNON MANAGEMENT AND SUPERVISION AG
This CONSTRUCTION MANAGEMENT AND SUPBRVISION AGRE (the
meM") is made and entered into this _ day of , 1996, by aW among the OLD
TOWN/WBSTSIDE COMMUNITY FACILITIES DISTRLCT FINANCING AUTHORITY, a joint
exercise of powers age=y duly org@ and existing under the laws of the State of califonda (the
"Authority"), for itself and on behalf of its COMMUNITY PAC DISTRICT NO. I (OLD
TOWN AREA PUBLIC MMROVEUMNTS), a community facilities district, (the"District") and FLUOR
DANIEL, INC., a California corporation (the "Fluor Daniel").
DEFEQ71ONS
As used in this Agreement, the following tenns sW have the following m@s:
"Act" me= the Mello-Roos Community Facilities Act of 1982, as @ed, being Chapter 2.5,
Part 1, Division 2, Title 5, commcming with Section 53311 of the Gov Code of the State of
California.
"Authority" means @ Old Town/Westside Community Facilities District @ing Authority,
a joint exercise of powers agemy duly organized &W existing under the laws of the State of California.
"Available Funds" me= all @ on deposit in the Improvement Fund estabhsw pursuant to
that certain Fiscal Agent Agircmut, dated 1996, by and between the Authority and
"Bonds" means the $ Old Town/ Westside Community Facilities District Financing
Authority Conunursity Facilities District No. 1996-1 (Old Town Area Public hwrovements) 19% S@
Tax Bonds.
"City" mum the City of Temecula, a municipal corporation duly organized and existing under
the laws of California.
"Consult=" means a person or entity duly qualified and licensed to perforin all or a portion of
the design and engineering of the Project, including without lirritation, architects, landscape architects,
soils engineers and civil engineers.
"Consultam Contract" means each agreernem between Authority and a Consultant for the design
and/or engineering of all or a portion of the Project.
'Contract" means each agreement between the Authority and any Contractor for the performance
of a portion of the Project. The term Contract includes each Consultant Contract.
"Contractor" means any person or entity contracting directly with the Authority to perform the
various items of the Project. ne term Contractor includes each Consultant.
as fiscal agent.
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Nov. lb. 1995 8: 5 IAM CP & F No. 0836 P. 6
"Cost Es@" mum ftg @ s@ult of the esthmed costs of the Project based on
pre, engineering studies commissioned by the Manager, a copy of which is attgcw heaw as
Exhibit D.
"DirwAor' shall mean the Director of the Public Works of the City, acting as the autbo@
representative of the Authority for the purposes of this Agreement.
"District" means the Authority's Community Facilities District No. I ("Old Town Area Public
bwrov ") formed pursuant to the provisions of the Act.
"Guarmw" means that docwnent dated whereby Fluor Corporation unde@ to
guarantee the performance of Fluor Daniel under this Agreemem.
'Mawer'Fluor Daniel and its successors or assigns.
"Plans" means any plans, specifications, drawings, charts, working drawings or odw written
material prepared with respect to the Project and, if the context of this Agreement so indicates, which
have been submitted to and approved by Authority.
'Project" shall mean those public improvements described in the Owner Participation Agr
by and between T.Z.B.O., Inc. and the Temecula Redevelopment Agency, as by that certain
Am@om to the Owner Participation Agreement, dated Much 26, 1996, by and between T. E.V., Inc.
and the Agency, a copy of which is anded hereto and incorporated herein as Exhibit B.
"Public Works Bid Procedures" means those bid procedures set forth in Exhibit A.
"Pablic Works Dept" means the Public Works Department of the City.
"Site" means the realproperty upon which the construction and installation of the Pro ect will
take place.
RECITALS
WHEREAS, the Authority desires to construct or cause the construction of the Project
in connection with the development of the Old Town Temecula EnterW=ent Center;
WHEREAS, the Authority has formed the District @ on behalf of the District, has
issued the Bonds to finance, among other things, the design, engineering, construction and installation
of the Project;
WHEREAS, Fluor Daniel is duly licensed @ qualified to provide the Authority with
construction project management services in connection with the design, engineering, construction and
installation of the Project, including, but not limited to, construction project design review and evaluation,
construction mobd@n and supervision, bid evaluation, project scheduhm, cost benefit analysis, claims
review and negotiation, and general management and administration of the Project, wW all such work will
be performed under the direction and control of a licensed architect, registered engineer or licensed
general contractor,
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Nov. 15. 1996 8 : 52AM CP & F No. 0836 P.7
forWHEREAS, Fluor Daniel desires to perform and assume responsibility and obligations
cons=WOn "d mamgmmt services On the terms AW conditions set forth herein; and
WHEREAS, the Authonty has dete@ned that benefit from the seraca of a cons
Projectr to insure the timely, dficient and economical completion of the Project, and ft
Authoritydesires to contract with the Manager for the construction manag=m services set forth herein
On'the Wmand conditions set forth herein.
NOW THEREFORE, it is mutually agreed between the respective parties as follows:
ARTICLE I
ENGAG AND GENERAL DUTMS OF FLUOR DANIEL AS MANAGER
Section 1. 1 ement of Pluox @Ll as @m. The Authority hereby engages
Fluor Daniel, subject to the Wm and conditions set forth in this Agremm, to perform the duties @
obligations as Manager set forth in this Agreement and Fluor Daniel agrees to perform such duties and
obligations in accordance with the terms and conditions of this Agreement.
Section 1.2 P-edomiance of Card. The Manqer cov with Authority to
@er the interests of the Authority by fumid* its best skill and judgmem and cooperating with
Authority, the Consultant and the Contractors . Manager agrees to its @rtise, business
administration and m&Memeu services and to perfonn its duties and obligations under this Agreement
in an efficient, expeditious and economical manner and shall =ploy, at a minirimm, generally @ed
standards and practices utilized by persons engaged in providing @ar services as am required of
Consultant hereunder in meeting its obligations under this Agrement.
Section 1. 3 Personnel. The Manager shall provide adequate mW
experienced administrativeand construction management personnel to perform the duties and obligations
of Manager as described in this Agreement, and all such services are to be performed under the direction
and control of a licensed @tect, registered engineer or licensed contractor.
Section 1.4 @cr's R=onsibilities for @ gsts and The
Manager shall be responsible for all costs and expenses incurred in connection with the performance of
the Manager's duties and obligations under @ Agreement, including, without limitation, paymnt of
salaries, fringe benefit contributions, payroll taxes, withholding taxes and other taxes or levies, office
overh@ expenses, travel expenses, telephone and other teleco cation expenses, and document
reproduction expenses.
ARTicLE n
MANAGERIS RESPONSMIUTIES
Section 2.1 @et's Swim- . The Manager hereby agrees to perform the
construction project management services described in this Article H in connection with the Project on
behalf of the Authority. It is hereby acknowledged and agreed by the Authority and the Manager, that
the Manager will not design, engineer, construct, install, test or inspect any portion of the Project, but
11-6-96/705 3
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Nov. lb. 1996 8: 52AM CP & F No. 0836 P. 8
sW neso@ and prepare, on MWf of the Authority, Contracts do the Authority ShWi Met into with
duly qualified and licensed Contractors to design, engineer, construct, @, test and dw Projed.
Section 2.2 . The Manager shall schedule and amW regular
s with Authority to discuss the progress and WWuling of the design, eng , co on
and msWWion of the Project and to auess Mauger's compliance with the requirm" of ft
Agreement.
Section 2.3 %Ws and Pe@ts. The Manager shall process in a @y man=
and diligently pursue all applications, plans and maps &W all other awti to the
construction and installation of the Project and obtain all approvals and @ts and o@
entitlements required by applicable govenung bodies having Jurisdiction over the, Project. Any dwges
or fm lr4ed by such governing bodies in connection with such approvals and permdta may be submitted
to the District as a cost of the Project.
Section 2.4 and &&mm - The Manager shall contact and
recommend to the Authority any Consultants whose somees are rmwed in cm=ion with the design
and engineering of the Project. The Manager shall negotiate with the prospective Consultants on behalf
of Authority, and shall prepare agreements to be entered into between Authority and the various
prospective Consultants, which ag ra shall comply in all respects with the r of Authority
and all applicable laws. The Authority acknowledges that contracts with the design VA engineering
Consultants are exempt from the mqu@ts of the California Public Contracts Code pursuant to the
provisions California Government Code, Section 4525 @. @ Manager shall submit all Consultant
Contracts to the Director for approval and execution. If the Authority disapproves a Contract, the
Director shall, within five (5) business days of thereof, provide the Manager with a written st of
such disapproval outl@ the Authority's reasons for such disapproval. The Authority and Manager
hereby agree that, in dw event that the Authority disapproves a Contract, repre es of the Authority
and Manager shall meet and confer within forty-eight (48) hours of such disapproval to resolve any
concerns that the Authority has regarding the Contract.
e+e, /,V" Lohr & Contract. Thouthority b
":s 'Oes
cot & A i r
ect.
(b) CityDesignandEngineeringWork. TheDirectorsh&Upromptlyprovide
the Manager with copies of all of the design and engineering work for any portion of the Pro ect p
by dw City .
Section 2.5 -C-Qnstruction Contracts.
(a) Public Bidding. The Manager ", on behalf of the Authority, solicit
bids for all of the Contracts for any portion of the construction and installation of the Project for which
competitive bids are legally required by California law in @ manner described in Exhibit A hereto. The
Authority hereby authorizes wW approves the Public Works Bid Procedures set forth in Exhibit A hereto.
(b)Contracts. The Manager shall be responsible for negotiating, on behalf
of the Authority, all Contracts a ry for the construction and installation of the Project. The Manager
21-4-96/705 4
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shall prepare the Contram to be emaw m between Authority @ the various proopwdve Co n,
which Contracts sMU comply in all s with the reqai of Audwrity &W @l applicable laws.
The Manager sWM submit all Contracts to the Director for approval and nation. Any such cow=
submitted to the Director shall be approved and executed within five (5) business days. nc Authority
and the Manager agree that, once such have been executed, the Manager shall administer all
such contracts on behalf of the Authority.
Within three (3) days of ft award of a Contract, the successful r dW] submit
its detailed consamion sawule and a detailed schedule of values for approval by the Audiority and the
Manager. If die Authority disapproves a construction schedule &W/or a schedule of values, the Director
shall, within five (5) business days of receipt thereof, provide the Manager with a written s of
such disapproval oudin'mg the Authority's reasons for such disapproval. The Authority and Manager
hereby agree that, in the event the Authority disapproves a construction sc@e an&or a e of
values, rep ives of the Authority and Manager sMI mm and confer within forty-eight (48) hours
of such disapproval to resolve any concerns that the Authority has regarding the construction schedule
and/or schedule of values.
(c)Change Orders. Manager shall make recommendations to Authority
concerning ary or desirable changes to the Project, review requests for @e orders, negotiate
@c orders with the Contractor, and prepare such @e orders. The Authority hereby delegates to
the Manager the authority to approve and execute all @e orders on the behalf of the Authority. AU
change orders shall be paid by the Authority from the Available
Section 2.6 's Construction The Manager 9WI @iv*2in a
compatmi and sufficient staff at the Site of the Project to monitor the progress of the Project, provide
administrative mangemem and related services required to coordinate the work of the Contractors. The
Manager shall review all of the Plans prepared by the City and the Consultants. The Manager shall
coordinate and supervise the Contractors to ensure satis@ry performance from each of the Co rs
and to guard against de@ and'deficiencies in such Contractors' work. The Manager shall notify the
Authority when the requirements of a Contract are not being met and shall infonn the Director of the
course of action that will be taken by the Manager if the non-performing Contractor will not take
satisfactory comwve action. The Authority hereby delegates to the Manager the authority to take action
on behalf of the Authority to enforce the provisions of the Contracts. The Manager shall supervise die
activities of all Contractors to avoid any unnecessary duplication of effort or any unnecessary. delay in
the progress of the Work.
Section 2.7 S- 'Me Manger hereby agrees to use its best efforts to cause
the completion of the Project and payment of all of the Contractors for the Project pursuant to the terms
of this Agreement in accordance with the schedule set forth in Exhibit C hereto. The Authority and the
Manager agree to cooperate and use good faith efforts to cause the completion of all of the Project within
U calendar months from the closing of the Bonds.
Based on the Project construction schedule prepared in connection with the bid
documents, and utilizing the Contractor's construction schedules provided by each of the Contractors, the
Manager sMU update and reissue the Project construction schedule as necessary to show the cuzrent
conditions and revisions to the Project construction schedule. The Manager shall promptly infom the
Director of any anticipated delays in the completion of the Project.
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Section 2.8 Appl@om. The Authority and an manger hereby
a efte that @ gmtm cm sa@ can be achieved on dw C=mts if ft AWbonty aW ft
can provide the Co rs with payment @dy. To achieve =a cost savings, the
Authority and the Manager agree to @ the payment schedule set forth below.
(a) Invoicei s@:ted bY manager. The Idanaga aw prepare written
in'VOkft On a monthly basis for all work period p=UM to the Contacts in @ prior month. The
invoices sUl be accompanied by all invoices or requests for payments from Contractors. nm Mftrity
hereby authorizes the Manger to submit such invoices directly to the pixg Agent for the Bonds. A
copy of such invoice, shall be su to dw Authority on the um day that it is nbmitw to the FbW
Agent. The, invoices dW[ provide that, if the Fiscal Agent has not received a written statement
disap such invoice from the Dimaor within five (5) days, the Fiscal Agent shall pay such invoices
directly to the Manager. If the Authority disapproves in invoice, the Dirmor 5MI, within five (,5) days
businmu d'LYS Of receipt thereof, provide ft Fiscal Agent uW the Mmpr with a written sta of
such Val outlining the Authority's reasons for such disapproval. The Authority and ft Manager
hereby Ww that, m the event that the Authonty disapproves an invoice, representatives of the Authority
and the Manager shall meet @ confer Widk fbrty-eight (49) hours of such disapproval to resolve any
cO that the Authority has regarding the invoice.
(b) PaYment to Contractors. The M@ shall make its best cffort to
PrePan chmb and disburse moneys to the Contractors in accorftm with the invoices or rqmts for
pa within three (3) business days.
(c) Reimbursmmt to the Manager. The Authority and the Manager hereby
ledge, that the Manasa may, upon occasion @ in its sole dis@on, pay the Contractors d@y
and u* reimbarsmmt for such payments, The Authority hereby agrees that the Manager may subnut
invoi= to the Fiscal Asent for reimbursement of the actual costs incurred by the MaWr in p@ the
Contractors . Such invoices will be submitted in the manner set forth in subsection (a) @e, and shall
be ac cd by the invoices or requests for payments submitted by Contractors to the Mamger.
Section 2.9 ons and COnStructiQu @ List. The Manager shall conduct
such Wfiodic i@ions of the Project as are to process payment invoices, to monitor
cOmP@ with the r@menm of the Plans and applicable laws, codes, ordiunces and regulations.
Prior to processing any Contractor's @ application for payment, the @ger shall
COW= a thorough inspection of the Project or the portion of the Project, perfo=W by such C or,
shall a detailed "P@ list" which @ I= any item that require installation or repair @ sbAU
name *t Party responsible for ng such installation or repair. The Manner shall be responsible
for 9 that all punch list work is promptly and properly completed.
The Authority and the Manager acknowledge and agree din the final payment for any
Portion of the Project shall not be released by the Fiscal Agent until that portion of the Project has been
i and found to be completed in accordance with the approved Plans by the City or the public
entity that will own and operate such portion of the Project. For those portions of the Project that will
be Died by other public entities or utilities, the Manager shall be responsible for obtaining such
insp=Wns and providing written evidence thereof to the DirecEor.
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Section 2. 10
The Manager ftH review the ufety program developed by @
of the Co n as @@ by the Contracts and coo the @ progra= for the project.
Section 2. 1 1 Records. The Manager shall mai@ on a current basis, a
record copy of all of the Plans, Contracts and change orders for the Project. The er smi @
all of the record& available for review by the Authority during normal business @ upon reasonable
notice,
Section 2.12 No AsLi=tion of CUM AM The Manager shall not be
in breach of any of its responsibilities under this Agr@t a$ a MWt of any Contmctor's breach of its
Co@ between the Contractor and the Authonty.
ARTICLE EII
AUTHORffY'S NSIB
Section 3.1 . Authority, through its employees, shall be av@le to
the Manager for consultation within a reasonable period of d= (not to exceed 24 hours) after mmger
requests consultation with the Authority. The Authority Aa render decisions as promptly as possible,
(not to exceed 49 hours) wW @h requested infornadon expeditiously.
Section 3.2 Notice of Defects. If Authority becomes aware of any fault or defect in
the Project, or nonconformance of the Project with the PIM, Authority shall give prompt notice thereof
to Manager.
Section 3.3 ELrfomiance of Contracts. Authority shall promptly petfom all of its
obligations under the Cortracts.
Section 3.4 &v-ailtble ftws. Authority &hall notify the Manager of the of
the Available Funds, if any, within three (3) business days following Manager's notice requesft such
infomation.
AR77CLE IV
COMPENSATION OF @AGER
Section 4.1 Em. In consideration of the @r by Manager of
the services requ@ under this Agrement, Authority @ pay to Manager a fee (the "Construction
Managamem Fee") in an amunt equal to twelve percent (12%) of the payments payable to any
Contractors pursuant to any Contract. Payments to Manager on account of the Construction Managq=
Fee shall be nude concurrently with the payment by Authority of the full construction costs (without
regard to retention) to which such payments Of the Construction Management Fee relate.
Section 4.2 Reimbursement for Work Previously P@@- - The Authority and the
Manager acimowledge that, prior to the execution of this Agreement, the Manager has con=mcd with
the design and engineering of the Project. The Authority agrees to re@e Manager for the actual
costs incurred in designing and engineering the Project, as verified by the Director. The Authority
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h@y approves the payment of the actual costs for the design ad eng work pubmw prior to
the exmdon of this Agr as set for in Exhibit D hereto. The ro@ for the work fbr
w@ Mmgcr has advanced funds or paid costs shall be piud from Aviulable @, as soon u such
moneys are available from the issuance of Bonds.
ARTICLE V
INSURANCE
Section S. 1 Maugcr's The Manager shall wocker's
compensation employer liability insurance and Comprehensive General Public Liability Insurance with
a combined single limit of not less than $3,000,000. The Authority and the City slwl be @ as an
additional insured on Manager's Comprehensive Ge@ Liability Insurance but only to the m= of
Muqer's obligations to indemnify the Authority and City pursuant to Section 7. 1 1. The WWars
policies @U contain an endorsement providing that written notice shall be given to the
Authority and the City at least thirty (30) days prior to the tenniution, cancellation or reduction of
coverage in the policy.
Section 5.2 Authority's Insurance. @ Authority shall Comprehensive
General Public Liability Insurance with a combined single limit of not less than $3,000,000. 'Me
M&Wct shall be @ as an additional insured under such policy. The Authority shall include, in all
contracts issued, provisions requiring that the Contractor name Manager as an additional insured in the
policies required thereunder.
Section 5.3 The Manager will m*int-2,n builder'& risk
insurance on the Project covering the specified pcffls of fire, 11 riot and civil commotion,
explosion, moke, hail, windstorm, earthquab and @ to the full la value of the
subject to a $10,000 deductible except that the deductible for @quake shall be $100,000 and the
deductible for flood shall be $25,000. The City, the Authority, ft District, the and all
Contractors @ be named as insureds under this insurance.
Section 5,4 Waiver-o o - The Authority and tlw Manager hereby waive
any @ each may have against the other on account of any loss or danage occasioned to the Authority
or the Manager, u the case nay be, @sing from any loss covered by the insurance maintained under
this Agreement. T'he Authority and dw Manager mb, on behalf of their @tive insurance companies,
waive any right of subrogation that such insurance company may have against the Authority or the
Manager, as the cue may be. The foregoing waivers of subrogation shall be operative only so long as
available in the State of California and so long as such waivers do not invalidate any such policy.
ARTICLE VI
TE@A77ON
Section 6.1 T on by MutuaL-C-ons-mi. This Agreement may be terminated by
the mutual, written consent of the Authority and the Manager.
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Section 6.2 T- ion of DebWt. In @on to any other r*b of
the Authority and the Manager to terminate dds Agreement, the Authority @ have the right to
te this Agreememi upon written notice to the M=M that an Event of hu occurred.
Each of the fbuowing events shU constitute an "Event of DefaWt':
(a)The Manager shall fail to obwxve, perform or Comply with any
term, covmm, agreement or ro@tion of this A which is to be observed, pufo@ or
cmglied with by the Manager ber@er if such faihn sbW continue uncured for thirty (30)
days @ the Authority gives die Manager notice of any faflure @ @ifies the nu= of @ @ '
unless such other failure is not rapable of being cured within said thirty (30) cal@ day period, 'm
which event @ a failure shall not constitute an Event of DefaWt if the MarAM commences curative
action within said thirty (30) day period and thereafter diligently prosecutes curative action to comp@.
(b) Manager shall @t any fraud, entafion, breach of fiduciary
duty, wiffw misconduct or intentional breach of a provision of this Agreement.
Section 6.3 a @n Term@n. Upon a t n of this Ag
pursuant to 6. 1, the Authority shall pay to manager any portion of the Cons@on Management Pw
earned and unpaid as of die date of termination. Upon termination pursuant to subsection 6.2, no @r
payment shall be made to the Manager.
AR77CLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 . The Manager may not voluntarily or involuntarily, @y
or ind@y, sell, assign, hypothecate, pledge or otherwise transfer or dispose of all or any portion of
its interest in this Agreement to any third party without the prior written consent of the Authority, which
may be withheld in the Authority's sole discretion. Any attempted sale, usigmnent, hypoth@on,
pledge or other transfer without such consent shall be void.
Section 7.2 - This Agreement may be a=nded from um to tune only
by a writing executed by the Authority and the
Section 7.3 &QtL=. The address of each of the parties SMI for all purposes be as
set forth below, unless otherwise changed by the applicable party by notice to the other as provided
herein.
If to Authority:
With Copy to:
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If to @er:
Any wtices, consem, offers, accep@, elections, d &W other comimnications required or
provided by this A da be in vmdq or by telex, teimm, or Wm tel cation @ty
providing facsimile tr ion and shall be deemed to have been duly given (1) on the due of service
when personally served upon die party to whom notice is to be given, or on receipt if sew by telex or
telecopy, or (b) three (3) days after being placed in the United Stan mail when properly to
the party to whom notice is to be given, by first class waU, registered or certified, postage pr@, at
the address @ing above, or (e) one (1) day after having been sent by telegram.
Section 7.4 ' Fees. In any judicial action between the parties to enforce
any of the provisions of ft Ag t or any right of any party under ft A , regardless of
whether such action or pr@ng Is prosecuted to judgment @ in addition to any other remedy, the
unsuccessful party WWI pay to the prevailing party all costs @ @es, including reasonable attorneys'
fees, incurred dwein by the prevailing party
lp
Section 7.5 @ Agg This Agr constitutes the ewre agreement
between the parties with respect to the subject matter hereof &W supersedes all prior agr@nts and
negotiations between the parties with respect thereto.
Section 7.6 GoveminglAw ud Y=. This Agreement shall be enforced, governed
by, and constnted in accordance with the laws of the State of California.
Section 7.7 ty. If any provision of this Agrftmnt shall be invalid or
unenforceable for any reason and to any extent, the rem2inder of this shall not be affected
dmreby, but shall be akreed to the greatest extent permitted by law.
Section 7.9 No K&cr. No failure or delay of a party in @ exercise of any right
given to such party hereunder or by law shall constitute a waiver thereof, nor @ any single or @
exerc4se of any such right preclude other @cr exercise thereof or of any other right. The waiver by
a party of any breach of any provision hereof shall not be deemed to be a waiver of any subsequent
breach @f, or of any breach of any other provision he=L
Section 7.9 Successors vA AssigN. This Ag t shall bind and inure to the
benefit of the parties and their respective successors and assigns.
Section 7.10 Force Maieure. Any delays in or failure of perfomum by the Authority
or Manager, other than payme& of money, ftfi not constitute default hereunder if and to the extent such
delays or failures of performance are caused by o s beyond the reasonable control of the
Authority or Manager, as the case, may be, including but not limited to: acts of God or the public enemy;
expropriation or confimdon of facilities; complimm with any order or request of any governmental
authority; act of war; rebellion or sabotage or damage resulting th@om; fires, floods, explosions,
accidents; riots or strikes or other concerted acts of workmen, whether direct or indirect; or any causes.
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whether of not of the same cim or kW as those specifically above @, w@ are = w@ dw
control Of ft Authority Of Manager respectively, and which by the =wise of reasonable diligence, the
Authority or Mauger, respectively, is =61e to prevent. Mauga's SC@cs completion @s)
rcquited under @ Agreement Wmll be adjusted to account for any force mjeure delay and Mmger,s
Maria Fee under Section 4.1 Of this Agreement shall likewise be adjusted by the Authority to
reimburse Manager for all costs @ed in connection with or arisiog from a force majeure CVCM,
including but not limited to those costs incurred in the exercise Of reasonable diligence to avoid or
ty. Tiae Authority fta ind@fy, hold @ess and defend the
Manager(through legal counsel approved by the Manager) from and against any and iJI liability, loss,
cost , damge and attorneys' fees resulting from or ar@g out of ma& by a Co r
or any subcommor of a Contractor unless such claims result from the gross negligence or wfilful
misconduct Of too M&Wer. Excvt as provided in Section 5.3, the Manager @ to , hold
hWWeSS, and defend the Authority (through legal counsel approved by the Authority) from &W agwost
any and all liability, loss, cost, cxpeme, damage and attorneys' fees unless such @ result from or
Uking out of the Authority's gross negligence or willful misconduct. The Authority shall include
Mamgcr as an addifioam indemnitee in all contracts issued by the Authority.
Section 7.12o ations AW @ies. Mmgcr @ no representations,
COvena=, WarfUMeS, Or MMantM, express or implied, other than those expressly set forth herein or
contained in the Guarantee dated . The panies' rights, liabilities, responsibilities
and r@es with respect to the Services " be exclusively those expressly set forth in this AS
Indemnities against, releases from, assumptions of and l@tations on liability expressed in ft
Agreement, as well as waivers of subrogation rights, shall apply even in the event of the fault, negligence
or strict liability of the party indemnified or released or whose liability is @ted or assumed or against
whom rights of subrogation are waived and shall extend to ft officers, directors, employees, licensors,
agents, partners and related entities of such party and its partners and related entifies.
Section 7.13 @wes. (a) Manager aM in no event be responsible or held liable
for consequentw, inr-id=W, special or indirect damages, including without I emet2tion, liability for loss
of use of the Project or the District's existing property, loss of profits, interest, product or business
interruption, increased costs of operations and maintenance or staffm @, flowever the swm my be
caused; and (b) the Authority hereby releases, indenwifies and agrees to hold Manager @ess from
any liability arising from the Authority's or Authority's assignee's, ownership, use or operation of the
PrOject, Of Any Part thereof. If the Project is to be owned or operated by a person or entity other Um
the Authority, the Authority shall ob@ agreement of such other person or entity to die foregoing.
mitigate a force. majeure event.
Section 7. 1 1
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Execumd the day and year first above vmum.
NUOR DANIEL9, INC. OLD TIOWN/W=IVDF. COMMUNITY
FAC DIMMCT MANANG
AUTHOMW
By: By:
Its: Its: Executive
ATTEST
APPROVED AS TO LEGAL
FORM AND ADEQUACY-
By:
Authority Counsel
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EXMBrr A
Public Wodo Did
The Authority uW the Manger hereby agree that the following P@ure AO be followed prior
to the award of Contracts that are subject to public bidding.
I . n 0 The Manager will. after cowultgtion with the
@iwi@o Authority,
create a list of not less than six (6) (unless mutually agreed to by the parties to have fewer bidders) and
not more than eigk (8) Contractors that are pre-qualified to bid for each Contract. The, Manage
,r will
solicit bkls by mailing or delivering notices rnmting bids to those Contractors who met &e pm
qualification r@ - The Manager shall provide the bid packages to any such pr&quamed
Contractors revming the sam.
2. t of B a a. In order to expedite the b@ process, the Manager shall
bids while fmal plans are being completed, approved &W signed. Final plans will be @ as an
addendum to the original bid documents.
3 .Contra;t Enuested. The bid package will require that the Contractors will be
bid an all-Wdusive lump sum price to complete the work within the time @ specified by the, Manager
and the Authority. The contract sW provide @t a ten percent retention shall be held on Contractors.
The retention will be released upon acceptance of the work by the appropriate agency or the City. While
Contractor suggested alternatives will be encouraged, but any exclusions or exceptions to Om base bid
package will constitute a non-responsive bid that may be rejected.
4. O@ of - Bids. The bids will be received and opened by the Manager and the
Authority at the fim and place designated in the notice inviting bids. All bid informticm will be
available for review. A final addendum may be issued to some of the bidders for tW contract pricing
(typically the 2 or 3 low bidders).
5. Award of tb-c@id. The Manager nmy recomwnd @ the Authority award the bid to
a party that was not the low bidder based on superior qualifications. Within three (3) days of the award
of a Contract, the successful Contractor shall be required to submit its detailed construction schowe and
a detailed sch@le of values for approval by the Authority and the Manager.
provide any Contractors that pr"ualify with a prel bid package for the purpose of p their
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ff B
@pdan nd Cost for the projea
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EXHIBIT C -
Sdiedule for the Projed
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rr D
Work Performed Prior to dw Ex@on of the
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suppr, AL LET= AMRE
TO:Old Town/Westside Community Facilities
District Financing Authority
43174 Business Park Drive
Temecula, California 92590
Re:Construction Management and Supervision Agreement
Dated between
The Old Town/Weetsid-e Community Facilities District
Financing Authority Community Facilities District No. I
and Fluor Daniel, Inc.
Gentlemen:
This letter constitutes a supplemental Agreement to the above-
referenced Construction Management and Supervision Agreement (the
"CMSAII). Capitalized terms used herein are as defined or used in
the CMSA.
Pursuant to Section 2.5 of the CMSA, Fluor Daniel is responsible
for the management and administration of certain Contracts for the
construction of those public improvements described in the Owner
Participation Agreement.
Fluor Daniel guarantees that the aggregate costs paid to the
Contractors performing such Contracts shall not exceed SEVEMEEN
MILLION TWO HMRED EIGHTY-EIGHT THOUSAMD TWO HMRED TWO DOLLARS
($17,288,202) (the "Fixed Price") subject to the following:
a)the Fixed Price may be increased or decreased subject to any
cumulative change in the price of the individual Contracts
pursuant to the change order and/or force majeure provisions
of said Contracts;
b)the foregoing guarantee of Fluor Daniel does not apply to any
increase in costs incurred by said Contractors in performing
such Contracts which costs are due to environmental subsurface
conditions, governmental actions or events of force majeure as
defined in the CMSA and the Contracts (hereinafter
collectively referred to as the "Non-Guaranteed Costs") except
only as to Fluor Daniells obligations as specifically set
forth in subparagraph (d) hereof;
c)Old Town Entertainment LLC (the I'LLCII) by separate document
will guarantee the completion of the Project and will assume
the Non-Guaranteed Costs;
d)only after all funds available to the LLC or assets of the LLC
have been exhausted to pay for such Non-Guaranteed Costs and
all amounts recoverable from the Builderls Risk insurance
provided by Fluor Daniel under the CMSA have been collected
will Fluor Daniel be liable for the payment of any portion of
such Non-Guaranteed Costs and then only to the extent
0
Nov. l@. 199b 6 : b'tAM CP & F No. 0836 P. 22
hereinaf ter provided. Fluor Daniel, s liability for such
payment shall be strictly limited to that amount which Fluor
Daniel has been paid as its Construction Management Fee under
the CMSA but in no event shall such liability exceed one
Million one Hundred Thousand Dollars ($l,loo,ooo).
Furthermore Fluor Daniel shall guarantee completion of the Project
within sixteen (16) calendar months (the "Project Schedule$') from
the closing of the Bonds for the Project subject to the following:
a)the Project Schedule shall be increased or decreased subject
to any change in the time of completion of the individual
Contracts pursuant to the change order and/or force majeure
provisions of said Contracts;
b)the foregoing period shall be extended due to delays caused by
environmental subsurface conditions, governmental actions or
events of force majeure as defined in the CMSA and Contracts.
The foregoing guarantees by Fluor Daniel shall be effective until
completion of the Project and final payment under the terms of said
Contracts.
FLUOR DANIEL, INC.
By
Title
Nov. 15. 1996 8: 57AM CP & F No. 0836 P. 23
GU HE
This Guarantee is given this - - day of 1996 by Fluor
Corporation, a Delaware corporation ("Guarantor"), to Old
Town/Westside Community Facilities District Financing Authority, a
joint exercise of powers agency duly organized and existing under
the laws of the State of California (the "Authority"), for itself
and on behalf of its Community Facilities District No. 1 (old Town
Area Public improvements), a community facilities district (the
"District") , ( the Authority and the District hereinafter referred
to collectively as the "Client").
WHEREAS, Client's willingness to enter that certain Construction
Management and Supervision Agreement dated (the
"Contract") between Client and Fluor Daniel, Inc., a California
corporation ("Contractor") is conditional upon Contractor providing
adequate assurance of its ability to meet all obligations under the
Contract and the Supplemental Letter Agreement thereto; and
WHEREAS, Guarantor is willing to provide such assurance by
guaranteeing Contractor's performance of its obligations under the
Contract and Supplemental Letter Agreement thereto in order to
induce Client to enter into the Contract; and
NOW, THEREFORE, Guarantor hereby agrees as follows:
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In consideration of client's acceptance of Contractor as a service
Provider and entering into the Contract:
1. Guarantor hereby unconditionally guarantees performance by
Contractor of all the obligations of Contractor under the Contract
and Supplemental Letter Agreement ("Contractor Obligations") , all
as and when required to be performed under the contract, in all
respects strictly in accordance with the terms, conditions and
limitations contained in the Contract. If Contractor shall at any
time default in the performance of the Contractor Obligations,
Guarantor will keep, perform and observe same, as the case may be,
in the place and stead of Contractor.
2. This Guaranty shall continue through the expiration of the
warranty period specified in the Contract; provided, however, that
if Client advises Guarantor prior to expiration of aforesaid
warranty period of any claim it has against Contractor, this
Guarantee shall continue as to such claim until such claim is
discharged. In the event there are any such claims pending at the
time of the expiration of aforesaid warranty period, Guarantor may
provide a bond in a form reasonably satisfactory to Client in lieu
of continuing this Guarantee.
3. Any act of Client, or its successors or assigns, consisting of
a waiver of any of the terms or conditions of the Contract, or the
giving of any consent to any manner or thing relating to the
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Contract, or the granting of any indulgences or extensions of time
to Contractor, may be done without notice to Guarantor and without
releasing Guarantor from any of its obligations hereunder, provided
notice of any such waiver, consent, indulgence or extension has
been given to Contractor.
4. Guarantor hereby waives notice of (i) any alteration or
modification of the Contract, provided such alteration or
modification has been duly executed by Contractor, and (ii) notice
of default or demand in the case of default, provided such notice
or demand has been given to or made upon Contractor. Guarantor
shall have the benefit of any modification of the obligations of
Contractor under the Contract, and shall also have the benefit of
any settlement, compromise, or adjustment of any claims of Client
arising out of or relating to the Contract. The liability of
Guarantor hereunder shall in no way be affected by and Guarantor
waives any defense by reason of (a) the release or discharge of
Contractor in any creditor's receivership, bankruptcy or other
proceeding; (b) the impairment, limitation or modification of the
liability of Contractor or the estate of Contractor in bankruptcy,
or of any remedy for the enforcement of contractor's liability
under the Contract resulting from the operation of any present or
future provision of the Federal Bankruptcy Code or other statute or
from the decision in any court; (c) the rejection or disaffirmance
of the Contract in any such proceedings; (d) the assignment or
transfer of the Contract by Contractor; (e) any disability of
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Contractor; (f) the exercise by Client of any of its rights or
remedies reserved under the contract or by law except as otherwise
may be limited by the contract; (g) any defense based upon any lack
of authority of the off icers, directors, partners or' agents acting
or purporting to act on behalf of Contractor or any principal of
Contractor; (h) any defense based upon Client's failure to disclose
to Guarantor any information concerning Contractor's financial
condition or any other circumstances bearing on Contractor's
ability to pay all sums payable under the contract; and (3'.)
diligence, presentment, demand, protest and notice of any kind
including, but not limited to, notice of protest, dishonor,
nonpayment and acceptance. Notwithstanding anything in this
Guarantee to the contrary, Guarantorle. obligations under this
Guarantee shall not exceed the obligations of Contractor under the
Contract and Guarantor shall have the benefit of any liquidated
damages provision, liability cap and any other limitations or
waivers of liability or exclusive remedies provisions contained in
the Contract, including, without limitation, any waiver of indirect
and cons @ ential damages.
5. Guarantor further agrees that it may be joined in any action
against Contractor in connection with the Contractor Obligations
and recovery may be had against Guarantor in any such action.
Client may enforce the obligations of Guarantor hereunder without
first taking any action whatsoever against Contractor or its
successors and assigns, or pursue any other remedy or apply any
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security it may hold, and Guarantor hereby waives all right to
assert or plead at any time any and all surety or other defenses in
the nature thereof including, without limitation, the provisions of
California Civil Code Section 2845 or any similar, related or
successor provision of law.
6. This Guarantee shall inure to the benefit of client, its
successors and assigns permitted under the Contract and shall be
binding upon Guarantor and its successors.
7. This Guarantee shall be governed by and interpreted in
accordance with the laws of the State of California.
8.Guarantor hereby represents and warrants as follows:
a. Guarantor is in compliance with all laws, regulations,
ordinances and orders of public authorities applicable to it.
b. Guarantor is a Delaware corporation organized, validly
existing in good standing under the laws of the jurisdiction
of its organization, and qualified to do business in the State
of California.
C. The execution, delivery and performance by Guarantor of
this Guaranty (i) are within the power of Guarantor, (ii) have
received all necessary governmental approvals, and (iii) will
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not violate any provision of law, any order of any court or
agency of government, or any indenture, agreement or any other
instrument to which Guarantor is a part or by which Guarantor
or its property is bound, or be in conflict with, result in a
breach of or constitute (with due notice and/or lapse of time)
a default under any such indenture, agreement or other
instrument, or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any
of its property or assets.
d. This Guaranty, when delivered to Client, will constitute
a legal, valid and binding obligation enforceable against
Guarantor in accordance with its terms.
e.Financial Statements.
(i) All financial statements and data that have been
given to Client by Guarantor with respect to Guarantor
(A) are complete and correct in all material respects as
of the date given; (3) accurately present the financial
condition of Guarantor on each date as of which, and the
results of Guarantor's operations for the periods for
which, the same have been furnished; and (C) have been
prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods
covered thereby.
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(ii) All balance sheets and the notes thereto with
respect to Guarantor furnished to Client disclose all
materials liabilities of Guarantor, fixed and contingent,
as of their respective dates.
(iii) There has been no adverse change in the financial
condition or operations of Guarantor since (A) the date
of the most recent financial statement given to Client
with respect to Guarantor, or (B) the date of the
financial statements given to Client immediately prior to
the date hereof, other than changes in the ordinary
course of business, none of which changes has been
materially adverse individually or in the aggregate.
f. Guarantor is not a party to any agreement or instrument
materially and adversely affecting Guarantor's ability to
fulfill its obligations under this Guarantee.
g. All other reports, papers and written data and
information given to Client by Guarantor with respect to
Guarantor are accurate and correct in all material respects
and complete insofar as completeness may be necessary to give
Client a true and accurate knowledge of the subject matter.
h. There is not now pending against or affecting Guarantor,
nor to the knowledge of Guarantor is there threatened, any
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action, suit or proceeding at law or in equity 0 r by or before
any administrative agency that, if adversely determined, would
materially impair or affect the financial condition or
operations of Guarantor or would materially and adversely
affect Guarantor's ability to fulfill its obligations under
this Guarantee.
9. Guarantor covenants and agrees that, so long as any part of
its obligations under this Guarantee remain outstanding, Guarantor
will, unless Client shall otherwise consent in writing:
a. Promptly and faithfully comply with all laws, ordinances,
rules, regulations and requirements, both present and future,
of every duly constituted governmental authority or agency
having jurisdiction that may be applicable to it.
b. Maintain full and complete books of account and other
records reflecting the results of its operations, in form
reasonably satisfactory to Client, and furnish to Client such
information about the financial condition of Guarantor as
client shall reasonably request, including, but not limited
to, the following information: (i) immediately upon
availability, but in any case not later than sixty (60) days
after the close of each fiscal year of Guarantor, (A) a
balance sheet of Guarantor as at the close of such-fiscal year
of Guarantor, and (B) statements of income and expense and
Nov. 15. 1996 8: 59AM C? & F No. 0836 P. 31
change in financial condition of Guarantor for such fiscal
year (each of the foregoing shall set forth in comparable form
the corresponding figures of the previous period, shall be in
reasonable detail, and shall be certified by the chief
financial officer of Guarantor), and (ii) such other
information or data as Client may reasonably request.
10. No amendment or waiver of any provision of this Guarantee nor
consent to any departure by Guarantor therefrom shall in any event
be ef f ective unless the same shall be in writing and signed by
Client, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
No notice to or demand on Guarantor shall in any case entitle it to
any other or further notice or demand in similar or other
circumstances.
11. Any notices which Client or Guarantor may desire to give to
the other under this Guarantee 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 Tinited States Mail, certified mail, postage
prepaid, return receipt requested, and addressed to the address of
the party as set forth below or at any other address as that party
may later designate by Notice:
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Nov. t5. 1996 8: 59AM CP & F No. 0836 P. 32
To Client: Public Works Department of the City of Temecula
43174 Business Park Drive
Temecula, California 92590
Attention; Director of the Public Works
To Guarantor: Fluor Corporation
3333 Michelson Drive
Irvine, California 92698
Attention:Lawrence N. Fisher
Senior Vice President-Law
These addresses may be changed from time to time by written notice
to the other parties given in the same manner. Any matter served
on or sent to Guarantor or Client in this manner will be deemed
served upon receipt at the address indicated above as established
by a declaration of personal service by the person serving the
notice, or in the case of delivery by a document delivery service
or certified mail, by the date on the return receipt received from
such entities.
12. No failure on the part of any party to exercise and no delay
in exercising any right or remedy hereunder shall operate as a
waiver thereof; nor shall any party be estopped to exercise any
such right or remedy at any future time because of any such failure
or delay; nor shall any single or partial exercise of any right or
8-20-96/70S 10
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APPROVAL
CITY ATTORNEY
DIR. OF FINANCE
CITY MANAGER
OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY
AGENDA REPORT
TO: Authority Members
FROM: Ronald E. Bradley, Executive Director
DATE: November 19, 1996
SUBJECT:Financings for Old Town Area Public Improvements and the Western
Bypass Corridor - Formation Resolution and Sale of Revenue Bonds
RECOMMENDATION: That the Old Town/Westside Improvement Authority approve the
respective resolutions described below:
1Adopt a resolution entitled:
RESOLUTION NO. IA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN/WESTSIDE IMPROVEMENT AUTHORITY REGARDING
MEETINGS, ESTABLISHING A SEAL FOR AUTHORITY, DIRECTING
THE FILING OF A NOTICE OF FORMATION WITH THE
SECRETARY OF STATE, AND ESTABLISHING THE RULES FOR ITS
PROCEEDINGS
2.Adopt a resolution entitled:
RESOLUTION NO. IA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN/WESTSIDE IMPROVEMENT AUTHORITY AUTHORIZING
ISSUANCE AND SALE OF REVENUE BONDS FOR THE PURPOSE
OF FINANCING ACQUISITION OF COMMUNITY FACILITIES
DISTRICT BONDS (OLD TOWN AREA), AND APPROVING
RELATED AGREEMENTS AND ACTIONS
BACKGROUND: The City and the Agency created the Old Town/Westside Improvement
Authority (the "Authority") in September of 1995, and then terminated the Authority in April
of 1996 because at that time it appeared that the Authority was not needed. In order to
provide additional monies to complete public improvements for the Old Town and Westside
areas of the City of Temecula, it now appears that the Authority is needed to participate in the
R.-lagenda.rptIFinance.IA 11126196
sale of the Old Town/Westside Community Facilities District Financing Authority Community
Facilities District No. 1 (Old Town Area Public Improvements) 1996 Special Tax Bonds (the
"CFD Bonds"). The underwriter for the CFD Bonds has determined that a sale of the CFD Bonds
to the Authority, and a concurrent sale of bonds by the Authority (the "Bonds") to investors the
proceeds of which will be used to purchase the CFD Bonds, will allow for an efficient sale of
the CFD Bonds at a premium, thereby providing additional monies for public improvements.
Staff and consultants have reviewed the new bond structure and recommend its approval as
in furtherance of the purposes of the CFD Bonds.
The first Resolution listed above provides for certain housekeeping matters for the Authority.
The second Resolution provides for the issuance of the Bonds and approves related documents.
The Bonds will be payable solely from revenues derived from the CFD Bonds, and the
Authority's liability in respect of the Bonds will be limited to such revenues. Neither the CFD
Bonds nor the Bonds are obligations of the City of Temecula or the Redevelopment Agency of
the City of Temecula.
The Official Statement described in the second Resolution listed above contains detailed
information regarding the proposed Bond issue. Authority Boardmembers should review the
Official Statement and inform Staff of any misstatements, omissions or misleading statements
therein known to the Boardmembers. It is expected that the Bonds will be offered for sale later
this month, with the Bond closing to occur by the end of December.
Attachments: Resolutions
Indenture of Trust
Bond Purchase Agreement - Local Agency Bonds (Document attached to Item No. 3)
Bond Purchase Contract - JPA Bonds (Document attached to Item No. 3)
Official Statement - (Document attached to Item No. 3)
R. lagenda.rptiFinance.IA 11126196
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RESOLUTION NO. IA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN/WESTSEDE IMPROVEMENT AUTHORITY REGARDING
MEETINGS, ESTABLISHING A SEAL FOR THE AUTHORITY,
DUTECTING THE FILING OF A NOTICE OF FORMATION WITH
THE SECRETARY OF STATE, AND ESTABLISHING THE RULES
FOR ITS PROCEEDINGS
WHEREAS, the City of Temecula (the "City") and the Redevelopment Agency of tile City
of Temecula (the "Agency") have adopted resolutions authorizing the formation of a joint powers
authority under Articles 1-4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1
of the Government Code of the State of California to be known as the "Old Town/Westside
Improvement Authority" (the "Authority"), and the execution of a joint exercise of powers
agreement in connection therewith; and
WHEREAS, the City and the Agency have executed said agreement and the Authority,
being duly formed, now desires to take certain actions relative to its administration as set forth
below.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Old
Town/Westside Community Facilities District Financing Authority as follows:
Section 1. Rep-ular Me@. The regular meetings of the Board of Directors of the
Authority shall hereafter be held anrmally on the first Tuesday of July at the hour of 7:00 o'clock
p.m. If any regular meeting falls on a holiday, such regular meeting shall be held on the next
Tuesday which is a business day at the same hour.
Section 2. S=ial Meetines. The Chairperson of the Authority may, when it is deemed
expedient, and shall, upon the written request of two (2) Board members of the Authority, call
a special meeting of the Authority for the purpose of transacting the business designated in the
call. At such special meeting, no business shall be considered other than as designated in the call.
Section 3. Posting Azendas/Notices. The Secretary of her authorized representative shall
post an agenda for each regular Authority meeting or a notice for each special Authority meeting
containing a brief description of each item of business to be transacted or discussed at the meeting
together with the time and location of the meeting. Agendas/notices shall be posted in the same
place or places as agendas are posted for meetings of the City Council of the City at least 72 hours
in advance of each regular meeting and at least 24 hours in advance of each special meeting. The
Secretary shall maintain a record of such posting.
Section 4. Meetin2 PI=. All meetings of the Board of Directors shall be held at the
regular meeting place of the City Courr-il of the City, unless the Board of Directors shall adjourn
to or fix another place of meeting in a notice to be given thereof, or unless prevented by flood,
fire or other disaster. Said regular meeting place is hereby fixed and established at the City
Council Chambers, Temecula City Hall, 43200 Business Park Drive, Temecula, California.
R: IResosIResos. 96ISeal.IA 11126196
Section 5. Rules of Proceedings.
(a) Public Meetings: All legislative sessions of the Board of Directors, whether
regular or special, shall be open to the public. At every regular meeting, members of the
public shall have an opportunity to address the Authority on matters within the Authority's
subject matter jurisdiction. Public input and comment on matters on the agenda shall be
heard when the matter regularly comes up on the agenda. Public input and comment on
matters not otherwise on the agenda shall be made during the "open time for public
urgency matters. " The Chairperson or presiding officer may limit the total amount of time
allocated for public discussion on particular issues and/or the time allocated for each
individual speaker.
(b) Quorum: Three (3) of the members of the Board of Directors shall constitute
a quorum for the transaction of business.
0 Method of Action: The Board of Directors shall act only by ordinance,
Resolution or motion, which, to become effective, shall be adopted by the affirmative vote
of not less than a majority of the members of the Board of Directors present and voting.
(d) Manner of Voting: Voting on formal resolutions, matters as to any federal,
state, county or city agency, and on such other matters as may be requested by a majority
of the Board members, shall be by roll call or call vote, and the ayes, noes and members
present not voting shall be entered upon the minutes of such meeting, except on the
election of officers, which may be by ballot.
(e) Adjournment: The Board of Directors may adjourn any regular, adjourned
regular, special or adjourned special meeting to a time and place specified in the order of
adjournment. Less than a quorum may so adjourn from time to time. If all members are
absent from any regular or adjourned regular meeting the Secretary may declare the
meeting adjourned to a stated time and place and shall cause a written notice of the
adjournment to be given in the same manner as provided for special meetings, unless such
notice is waived as provided for special meetings. A copy of the order or notice of
adjournment shall be conspicuously posted on or near the door of the place where the
regular, adjourned regular, special or adjourned special meeting was held within 24 hours
after the time of the adjournment. When a regular or adjourned regular meeting is
adjourned as herein provided, the resulting adjourned regular meeting is a regular meeting
for all purposes. When an order of adjournment of any meeting fails to state the hour at
which the adjourned meeting is to be held, it shall be held at the hour specified for regular
meetings.
(f) Hearings - Continuance: Any hearing being held, or notice or ordered to be
held, by the Board of Directors at any meeting may by order or notice of continuance be
continued or re-continued to any subsequent meeting of the Board of Directors in the same
manner and to the same extent set forth for the adjournment of meetings; provided, that
if the hearing is continued to a time less dm 24 hours after the time specified in the order
of notice of hearing, a copy of the order or notice of continuance of hearing shall be
R: IResosIResos. 96iSeal. IA 11126196
posted immediately following the meeting at which the order or declaration of continuance
was adopted or made.
Section 6. Contracts e Affmments. All contracts or agreements on behalf of the Authority
shall be signed by the Chairperson or the Executive Director, and countersigned by the Secretary,
after having been authorized to do so by action of the Board of Directors, unless otherwise
specifically provided by Resolution of the Board of Directors. Any contract or agreement
involving less than ten thousand dollars ($10,000) may be executed by any of such officers
without the need for any approval by the Board of Directors.
Section 7. &g. The Authority shall have an Official Seal consisting of two (2)
concentric circles with the words "Old Town/Westside Improvement Authority" within the outer
circle and the date of formation of the Authority within the inner circle. The Secretary shall
obtain the Seal at the Authority's expense and shall have custody of the Seal.
Section 8. Secret= of State. Bond Counsel to the Authority is hereby directed to file
a notice of the formation of the Authority with the Secretary of State of the State of California,
as required by Sections 6503.5 and 53051 of the California Govenunent Code.
Section 9. Office and Mailing Address. The office of the Authority is hereby fixed at Old
Town/Westside Improvement Authority, c/o City of Temecula, 43200 Business Park Drive,
Temecula, California. The official mailing address is hereby fixed and established at Old
Town/Westside Improvement Authority c/o City of Temecula, P.O. Box 9033, Temecula, CA,
92589-9033, Attention: Executive Director.
PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Old
Town/Westside Improvement Authority at a regular meeting held on the 26th day of November,
1996.
Patricia H. Birdsall, Chairperson
ATTEST:
June S. Greek, CMC/City Clerk
Authority Secretary
[SEAL]
R:lResos@Resos. 96ISeal.IA 11126196
STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) SS
CITY OF TEMECULA )
I, June S. Greek, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the
foregoing Resolution No. FA 96- was duly adopted at a regular meeting of the Board of Directors
of the Old Town/Westside Improvement Authority on the 26th day of November, 1996, by the
following roll call vote:
AYES:BOARD MEMBERS:
NOES:BOARD MEMBERS:
ABSENT-BOARD MEMBERS:
ABSTAIN:BOARD MEMBERS:
June S. Greek, CMC/City Clerk
Agency Secretary
R: @ResostResos. 96@Seal. IA 11126196
RESOLUTION NO. IA 96-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE OLD
TOWN/WESTSEDE EMPROVEMENT AUTHORRFY AUTHORIZING
ISSUANCE AND SALE OF REVENUE BONDS FOR THE PURPOSE
OF FINANCING ACQUISITION OF COMMUNITY FACILITIES
DISTRICT BONDS (OLD TOWN AREA), AND APPROVING
RELATED AGREEMIENTS AND ACTIONS
@REAS, the Old Town/Westside Community Facilities District Financing Authority
(the "Local Agency") has determined to issue its Community Facilities District No. 1 (Old Town
Area Public Improvements) 1996 Special Tax Bonds (the "Local Agency Bonds") in order to
finance public improvements in the Old Town and Westside areas of the City of Temecula.
WHEREAS, the Local Agency has requested that the Old Town/Westside Improvement
Authority (the "Authority") issue its revenue bonds (the "Bonds") and use the proceeds thereof to
acquire the Local Agency Bonds, and the Authority is authorized to issue the Bonds for such
purpose under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 Title I of
the California Government Code (the "Bond Law"); and
@REAS, the Board of Directors of the Authority wishes at this time to authorize all
proceedings relating to the issuance of the Bonds to acquire the Local Agency Bonds to provide
moneys for the construction of certain public improvements, and to approve the execution and
delivery of all agreements and documents relating thereto.
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Old
Town/Westside Improvement Authority as follows:
Section 1. Findings and Determinations. Pursuant to the Bond Law, the Board of
Directors hereby finds and determines that the issuance of the Bonds will result in savings in
effective interest rates, bond underwriting costs and bond issuance costs and thereby result in
significant public benefits to the Local Agency within the contemplation of Section 6586 of the
Bond Law.
Section 2. Issuance of Bondsa Approval of Indenture, The Board of Directors hereby
authorizes the issuance of the Bonds under and pursuant to the Bond Law, in the maximum
principal amount of $32,000,000. The Bonds shall be issued pursuant to an Indenture of Trust
(the "Indenture") by and between the Authority and a trustee to be designated by the Executive
Director. The Board of Directors hereby approves the Indenture in the form on file with the
Secretary. The Board of Directors hereby authorizes and directs the Executive Director (or, in
his absence, the Treasurer) to execute and deliver, and the Secretary to attest and affix the seal
of the Authority to, the Indenture in such form, together with any changes therein or additions
thereto deemed advisable by such officer upon consultation with Bond Counsel and legal counsel
to the Authority, the execution by such officer of the Indenture to constitute conclusive evidence
of his approval of any such changes or additions. The Board of Directors hereby authorizes the
delivery and performance of the Indenture.
R:\NORTONLkAGENDAS%RESOSkISSUEBND.RES 11/20/96
Section 3. Purchase of Local Agency Bonds. The Board of Directors hereby authorizes
and approves the purchase of the local Agency Bonds by the Authority from the @cal Agency
pursuant to and in accordance with the provisions of the Bond Purchase Agreement by and
between the Local Agency and the Authority (the "Community Facilities District Bond Purchase
Agreement"). The Board of Directors hereby approves the Community Facilities District Bond
Purchase Agreement in the form on file with the Secretary. The Board of Directors hereby
authorizes and directs the Executive Director (or, in his absence, the Treasurer) to execute said
form of the Community Facilities District Bond Purchase Agreement together with any changes
therein or additions thereto deemed advisable by such officer upon consultation with Bond Counsel
and legal counsel to the Authority, the execution by such officer of the Community Facilities
District Bond Purchase Agreement to constitute conclusive evidence of his approval of any such
changes or additions. The Board of Directors hereby authorizes the delivery and performance of
the Community Facilities District Bond Purchase Agreement.
Section 4. Sale of Bonda. The Board of Directors hereby approves the sale of the Bonds
by negotiation with Stone & Younger, LLC (the "Underwriter") pursuant to the Bond Purchase
Agreement (the "Authority Bond Purchase Agreement") by and among the Authority, the Local
Agency and the Underwriter in the form on file with the Secretary. The Executive Director (or,
in his absence, the Treasurer) is hereby authorized and directed to execute and deliver the
Authonty Bond Purr-hase Agreement m such form, together with any changes therein or additions
thereto approved by such officer, upon consultation with Bond Counsel and legal counsel to the
Authority, such officer's execution thereof to conclusive evidence of his approval of any such
additions and changes. The Authority Bond Purchase Agreement shall be executed in the name
and on behalf of the Authority by the Executive Director (or, in his absence, the Treasurer), upon
submission of a proposal by the Underwriter to purchase the Bonds; provided, however, that such
proposal is acceptable to the Executive Director and is consistent with the requirements of this
Resolution. The amount of Underwriter's discount shall be not more dm 3.4 % of the par amount
of the Bonds, the principal amount of the Bonds shall not exceed $32,000,000 and the net interest
cost of the Bonds shall not exceed 9.0%.
Section 5. Aoroval of Official Statement. The Board of Directors hereby approves, and
hereby deems nearly @ within the meaning of Rule 15c2-12 of the Securities Exchange Act of
1034, the preliminary Official Statement relating to the Bonds, in the form on file with the
Secretary. The Underwriter is hereby authorized to distribute the Official Statement (in
prel and in fmal form) in connection with the sale of the Bonds. The Executive Director
(or, in his absence, the Treasurer) is hereby authorized and directed to (a) execute and deliver to
the purchaser of the Bonds a certificate deeming the preliminary Official Statement to be nearly
final prior to the sale of the Bonds, (b) approve any changes in or additions to cause such
preliminary Official Statement to be put in fmal form, and (c) execute said final Official Statement
for an in the name and on behalf of the Authority.
Section 6. Bond Counsel. The firm of Jones Hall Hill & White, A Professional Law
Corporation, is hereby designated as Bond Counsel to the Authority for the Bonds. The Executive
Director of the Authority is hereby authorized to execute an agreement with said fmn for its
services with respect to the Bonds, provided that said agreement is in a form acceptable to the
Executive Director.
R:\NORTONL\AGENDAS\RESOS\ISSUEBND.RES 11/20/96
Section 7. Official Actions. The Chairperson, the Executive Director, the Treasurer, the
Secretary and any and all other officers of the Authority are hereby authorized and directed, for
and in the name and on behalf of the Authority, to do any and all things and take any and all
actions, including execution and delivery of any and all assigrunents, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other documents, which
they, or any of them, may deem necessary or advisable in order to consummate the issuance and
sale of the Bonds and any of the other transactions contemplated by the documents approved
pursuant to this Resolution. Whenever in this Resolution any officer of the Authority is authorized
to execute or countersign any document or take any action, such execution, countersigning or
action may be taken on behalf of such officer by any person designated by such officer to act on
his or her behalf in the case such officer shall be absent or unavailable.
Section 8. Effective D=. This Resolution shall take effect from and after its adoption.
PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Old
Town/Westside Improvement Authority at a regular meeting held on the 26th day of November,
1996.
Chairperson
ATTEST:
June S. Greek, CMC/City Clerk
Authority Secretary
[SEAL]
R:\NORT'ONL\AGENDAS\RESOS\ISSUEBND.RES 11/20/96
STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE) SS
CITY OF TEMECULA )
I, June S. Greek, City Clerk of the City of Temecula, HEREBY DO CERTIFY that the
foregoing Resolution No. FA 96-- was duly adopted at a regular meeting of the Board of
Directors of the Old Town/Westside Improvement Authority on the day of December,
1996, by the following roll call vote:
AYES: BOARD MEMBERS:
NOES: BOARD MEMBERS:
ABSENT:BOARD MEMBERS:
ABSTAIN: BOARD MEMBERS:
J,une S. Greek, CMC/City Clerk
Agency Secretary
R:\NORT'ONL\AGENDASXRESOS\ISSUEBND.RES 11/20/96
30043-01 JHHW:PJT:cra 10/21/96 J2367
11/04/96
INDENTURE OF TRUST
by and between the
OLDTOWN/WESTSIDEIWROVE AUTHORM
and
FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION,
as Trustee
Dated as of December 1, 1996
Relating to:
Old Town/Westside Improvement Authority
1996 Local Agency Revenue Bonds
(Old Town Area)
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
Section 1.01. Definitions 3
Section 1.02. Interpretation 9
Section 1.03. Indenture Constitutes Contract 10
ARTICLE II
THE BONDS
Section 2.01. Authorization of Bonds 11
Section 2.02. Terms of the Bonds 11
Section 2.03. Transfer and Exchange of Bonds 12
Section 2.04. Registration Books 12
Section 2.05. Form and Execution of Bonds 12
Section 2.06. Authentication of Bonds 13
Section 2.07. Temporary Bonds 13
Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen 13
Section 2.09. Limited Obligation 13
Section 2.10. Book-Entry Only System 13
Section 2.11. No Acceleration 15
ARTICLE III
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS;
ACQUISITION OF LOCAL AGENCY BONDS
Section 3.01. Issuance of the Bonds 16
Section 3.02. Application of Proceeds of the Bonds 16
Section 3.03. Program Fund 16
Section 3.04. Validfty of Bonds 16
ARTICLE IV
REDEMPTION OF BONDS
Section 4.01. Redemption 17
Section 4.02. Notice of Redemption 18
Section 4.03. Selection of Bonds for Redemption 19
Section 4.04. Partial Redemption of Bonds 19
Section 4.05. Effect of Notice of Redemption 19
ARTICLE V
SECURITY OF BONDS; FLOW OF FUNDS; INVESTMENTS
Section 5.01. Pledge and Assignment; Revenue Fund 21
Section 5.02. Application of Revenue Fund 21
Section 5.03. Application of Interest Account 22
Section 5.04. Application of Principal Account 22
Section 5.05. Application of Redemption Account 22
Section 5.06. Application of Surplus Account 22
Section 5.07. Investment of Moneys 22
ARTICLE VI
PARTICULAR COVENANTS
Section 6.01. Punctual Payment 24
Section 6.02. Extension of Payment of Bonds 24
Section 6.03. Against Encumbrances 24
Section 6.04. Power to Issue Bonds and Make Pledge and Assignment 24
Section 6.05. Accounting Records and Financial Statements 24
Section 6.06. Waiver of Laws 24
Section 6.07. Collection of Revenues 25
Section 6.08. Disposition of Local Agency Bonds 25
Section 6.09. Amendment of Local Agency Bonds 25
Section 6.10. Tax Covenants Relating to Bonds 25
Section 6.11. Continuing Disclosure 26
Section 6.12. Consent to Foreclosure Provisions 26
Section 6.13. Further Assurances 26
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
Section 7.01. Events of Default 27
Section 7.02. Remedies Under Local Agency Bonds 27
Section 7.03. Other Remedies of Bond Owners 27
Section 7.04. Application of Revenues and Other Funds After Default 27
Section 7.05. Trustee to Represent Bond Owners 28
Section 7.06. Bond Owners' Direction of Proceedings 28
Section 7.07. Limitation on Bond Owners' Right to Sue 29
Section 7.08. Absolute Obligation of Authority 29
Section 7.09. Termination of Proceedings 29
Section 7.10. Remedies Not Exclusive 30
Section 7.11. No Waiver of Default 30
ARTICLE VIII
THE TRUSTEE
Section 8.01. Duties and Liabilities of Trustee 31
Section 8.02. Merger or Consolidation 32
Section 8.03. Liability of Trustee 32
Section 8.04. Right to Rely on Documents 33
Section 8.05. Compensation and Indemnification 34
ARTICLE IX
MODIFICATION OR AMENDMENT HEREOF
Section 9.01. Amendments Penrnitted 35
Section 9.02. Effect of Supplemental Indenture 36
Section 9.03. Endorsement of Bonds; Preparation of New Bonds 36
Section 9.04. Amendment of Particular Bonds 36
Section 9.05. Aftorney's Opinion Re: Supplemental Agreements 36
ARTICLE X
DEFEASANCE
Section 10.01. Discharge of Indenture 37
Section 10.02. Discharge of Liability on Bonds 37
Section 10-03. Deposit of Money or Securities with Trustee 38
Section 10.04. Payment of Bonds After Discharge of Indenture 38
ii
ARTICLE XI
MISCELLANEOUS
Section 11.01. Liability of Authority Limited to Revenues 39
Section 11.02. Successor Is Deemed Included in All References to Predecessor 39
Section 11.03. Lin-dtation of Rights to Parties and Bond Owners 39
Section 11.04. Waiver of Notice; Requirement of Mailed Notice 39
Section 11.05. Destruction of Bonds 39
Section 11.06. Severability of Invalid Provisions 39
Section 11.07. Notices 39
Section 11.08. Evidence of Rights of Bond Owners 40
Section 11.09. Disqualified Bonds 40
Section 11.10. Money Held for Particular Bonds 41
Section 11.1l.. Funds and Accounts 41
Section 11.12. Payment on Non-Business Days 41
Section 11.13. Waiver of Personal Liability 41
Section 11.14. Execution in Several Counterparts 41
Section 11.15. Governing Laws 41
EXI-UBIT A - FORM OF BOND
INDENTUREOFTRUST
THIS INDENTURE OF TRUST (this "Indenture") dated as of December 1, 1996, is by
and between the OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY, a joint exercise of
powers authority organized and existing under and by virtue of the laws of the State of
California (the "Authority"), and FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION, a national banking association organized and existing under the laws of the
United States of America and having a corporate trust office in Los Angeles, California, as
trustee (the "Trustee").
WITNESSETH:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and
existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter
5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act"), and is
authorized pursuant to Article 4 of the Act (the "Bond Law") to borrow money for the purpose
of financing the acquisition of bonds, notes and other obligations to provide financing or
refinancing for public capital improvements of local agencies within the State of California; and
WHEREAS, the Old Town/Westside Community Facilities District Financing Authority
(the "Local Agency") has entered into an agreement with the Authority to cause to be issued and
delivered its $- Old Town/Westside Community Facilities District Financing
Authority Community Facilities No. 1 (Old Town Area Public Improvements) 1996 Special Tax
Bonds (the "Local Agency Bonds"); and
WHEREAS, the Authority has determined at this time to issue its Old Town/Westside
Improvement Authority 1996 Local Agency Revenue Bonds (Old Town Area) in the aggregate
principal amount of $ (the "Bonds"), all pursuant to and secured by this Indenture
in the manner provided herein, for the purpose of providing funds required to acquire the Local
Agency Bonds; and
WHEREAS, the Bonds are to be secured by a pledge of and first lien on the revenues to
be derived from the Local Agency Bonds which revenues are designed to be sufficient in time
and amount to pay the principal of, premium, ff any, and interest on the Bonds as they become
due and payable; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to
establish and declare the terms and conditions upon which the Bonds are to be issued and to
secure the payment of the principal thereof and interest thereon, the Authority has authorized
the execution and delivery of this Indenture; and
WHEREAS, the Authority has determined that all acts and proceedings required by law
necessary to make the Bonds, when executed by the Authority, authenticated and delivered by
the Trustee, and duly issued, the valid, binding and legal special obligations of the Authority,
and to constitute this Indenture a valid and binding agreement for the uses and purposes herein
set forth in accordance with its terms, have been done and taken, and the execution and
delivery of the Indenture have been in all respects duly authorized.
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of and the interest and premium (ff any) on all Bonds at any time
issued and outstanding under this Indenture, according to their tenor, and to secure the
performance and observance of all the covenants and conditions therein and herein set forth,
and to declare the terms and conditions upon and subject to which the Bonds are to be issued
and received, and in consideration of the premises and of the mutual covenants herein
contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for
other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Authority does hereby covenant and agree with the Trustee, for the benefit of the respective
Owners from time to time of the Bonds, as follows:
2
ARTICLE I
DEFINRFIONS; RULES OF INTERPRERATION
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in
this Section 1.01 shall, for all purposes of this Indenture and of any indenture supplemental
hereto and of any certificate, opinion or other document herein mentioned, have the meanings
herein specified, to be equally applicable to both the singular and plural forms of any of the
terms herein defined.
"Act" means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division
7, Title 1 of the California Goverranent Code, as amended from time to time.
"Authority" means the Old Town/Westside Improvement Authority, a joint powers
authority organized and existing under the Act.
"Authorized Representative" means: (a) with respect to the Authority, its Chairperson,
Executive Director, Treasurer or Secretary, or any other Person designated as an Autfiorized
Representative of the Authority by a Written Certificate of the Authority signed by its
Chairperson or Executive Director and filed with the Local Agency and the Trustee; (b) with
respect to the Local Agency, its Chairperson, Executive Director, Treasurer or Secretary, or any
other Person designated as an Authorized Representative of the Local Agency in a Written
Certificate of the Local Agency signed by its Chairperson or Executive Director and filed with
the Authority and the Trustee; and (c) with respect to the Trustee, the Senior Vice President,
any Vice President, any Assistant Vice President or any Trust Officer of the Trustee, and when
used with reference to any act or document also means any other Person authorized to perform
such act or sign any document by or pursuant to a resolution of the Board of Directors of the
Trustee or the by-laws of the Trustee.
"Bond Counsel" means Jones Hall Hill & White, A Professional Law Corporation, San
Francisco, California or any other firm of nationally recognized bond counsel selected by the
Local Agency and acceptable to the Authority and the Trustee.
"Bond Law" means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article
4 of the Act (commencing with Section 6584), as amended from time to time.
"Bond Year" means each twelve-month period beginning on 2 in any year and
extending to the next succeeding _ 1, both dates inclusive; except that the first Bond Year
shall begin on the Closing Date and end on 1,1997.
"Bonds" means the Old Town/Westside Improvement Authority 1996 Local Agency
Revenue Bonds (Old Town Area), issued in the aggregate principal amount of
and authorized by, and at any time Outstanding pursuant to, this Indenture.
"Business Day" means a day which is not a Saturday, Sunday or legal holiday on which
banking institutions in the State of California, or in any state in which the Office of the Trustee
is located, are not authorized to remain closed.
"City" means the City of Temecula, and any successor thereto.
"Closing Date" means the date on which the Bonds are delivered to the Original
Purchaser, being December _, 1996.
3
"Continuing Disclosure Agreement" has the meaning assigned to such term in the Fiscal
Agent Agreement.
"DTC" means The Depository Trust Company, New York, New York, and its successors
and assigns.
"Defeasance Obligations" means:
(a) cash;
(b) U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series ("SLGS");
(c) direct obligations of the United States Treasury which have been stripped by
the Treasury itself, CATS, TIGRS and similar securities;
(d) the interest component only, including book entries thereof, of Resolution
Funding Corporation ("REFCORP") obligations which have been stripped by request to
the Federal Reserve Bank of New York;
(e)pre-refunded municipal bonds rated, at the time of initial investment, "Aaa"
by Moody'sand "AAA" by S&P; provided, however, pre-refunded municipal bonds rated,
at the timeof initial investment, by S&P only (i.e., no Moody's rating) are acceptable ff
such pre-refunded municipal bonds were pre-refunded with cash, direct U.S. or U.S.
guaranteed obligations or AAA rated, at the time of initial investment, pre-refunded
municipal bonds; and
(f) obligations of the following agencies which are backed by the fun faith and
credit of the United States of America: (i) direct obligations or fully guaranteed
certificates of beneficial ownership of the U.S. Export-Import Bank; (ii) certificates of
beneficial ownership of the Farmers Home Administration; (iii) obligations of the Federal
Financing Bank; (iv) participation certificates of the General Services Administration; (v)
guaranteed Title XI financings of the U.S. Maritime Administration; and (vi) project
notes, local authority bonds, U.S. goverrunent guaranteed New Communities debentures
and U.S. government guaranteed housing notes and bonds of the U.S. Department of
Housing and Urban Development.
"Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as
Depository pursuant to Section 2.10.
"District" means the Old Town/Westside Community Facilities District Financing
Authority Community Facilities District No. 1 (Old Town Area Public Improvements).
"Event of Default" means any of the events specified in Section 7.01.
"Fair Market Value" means the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arin's length transaction (determined as of the
date the contract to purchase or sell the investment becomes binding) ff the investment is traded
on an established securities market (within the meaning of section 1273 of the Tax Code) and,
otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length
transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired
in accordance with applicable regulations under the Tax Code, (ii) the investment is an
agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply
4
contract or other investment agreement) that is acquired in accordance with applicable
regulations under the Tax Code, (iii) the investment is a United States Treasury Securit@State
and Local Government Series that is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment
Fund of the State of California, but only if at all times during which the investment is held its
yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable
direct obligation of the United States.
"Federal Securities" means direct general obligations of (including obligations issued or
held in book entry form on the books of the Department of the Treasury of the United States of
America and CATS and TGRS), or obligations the principal of and interest on which are fully
guaranteed by the United States of America.
"Fiscal Agent Agreement" means the Fiscal Agent Agreement dated as of December 1,
1996, by and between the Local Agency and the Local Agency Bond Fiscal Agent, as originally
executed or as thereafter amended pursuant to any duly authorized and executed amendments
thereto.
,'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.
"Indenture" means this Indenture, as originally executed or as it may from time to time be
supplemented, modified or amended by any supplemental indenture.
"Independent Financial Consultant" means any, financial consultant or firm of such
financial consultants appointed by the Authority and who, or each of whom: (a) is judged by
the Authority to have experience with respect to the financing of public capital improvement
projects; (b) is in fact independent and not under the domination of the Authority; (c) does not
have any substantial interest, direct or indirect, with the Authority, other than as Original
Purchaser; and (d) is not connected with the Authority as an officer or employee of the
Authority, but who may be regularly retained to make reports to the Authority.
"Information Services" means Financial Information, Inc.'s "Daily Called Bond Service", 30
Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny
Information Services' "Called Bond Service," 65 Broadway, 16th Floor, New York, New York
10006; Moody's Investors Service "Municipal and Government," 5250 77 Center Drive, Suite
150, Charlotte, NC 28217, Attention: Municipal News Reports; Standard & Poor's Corporation
"Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in
accordance with then current guidelines of the Securities and Exchange Commission, such other
addresses and/or such other services providing information with respect to called bonds as the
Authority may designate in a Written Certificate of the Authority delivered to the Trustee.
"Interest Account" means the account by that name established and held by the Trustee
pursuant to Section 5.02.
"Interest Payment Date" means March 1 and September 1 in each year, commencing
March 1, 1997, so long as any Bonds remain Outstanding.
"Local Agency" means the Old Town/Westside Community Facilities District Financing
Authority, a joint powers authority organized and existing under the Act.
"Local Agency Bond Fiscal Agent" means First Trust of California, National Association,
or any other entity designated in accordance with the Fiscal Agent Agreement as successor
fiscal agent for the Local Agency Bonds.
5
"Local Agency Bonds" means the $ aggregate principal amount of Old
Town/Westside Community Facilities District Financing Authority Community Facilities
District No. 1 (Old Town Area Public Improvements) 1996 Special Tax Bonds, executed and
delivered under and pursuant to the Fiscal Agent Agreement.
"Moody's" means Moody's Investors Service, and its successors and assigns.
"Office" means such corporate trust office of the Trustee as may be designated from time
to time by written notice form the Trustee to the City and the Authority, initially being First
Trust of California, National Association, Corporate Trust Department, 500 South Hope Street,
Suite 500, Los Angeles, CA 90071; except that, with respect to presentation of Bonds for
payment or for registration of transfer and exchange, such term shall mean the office or agency
of the Trustee at which at any particular time its corporate trust agency shall be conducted.
"Original Purchaser" means Stone & Youngberg LLC, as the original purchaser of the
Bonds.
,'Outstanding," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 11.09) all Bonds theretofore, or thereupon being,
authenticated and delivered by the Trustee under this Indenture except (a) Bonds theretofore
canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds with respect to
which all liability of the Authority shall have been discharged in accordance with Section 10.02,
including Bonds (or portions of Bonds) disqualified under Section 11.09; and (c) Bonds for the
transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been
authenticated and delivered by the Trustee pursuant to this Indenture.
"Owner" or "Bond Owner," whenever used herein with respect to a Bond, means the
Person in whose name the ownership of such Bond is registered on the Registration Books.
"Participating LInderwriter" shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
"Permitted Investments" means the following, but only to the extent that the same are
acquired at Fair Market Value and are otherwise permitted under the California Government
Code:
(i)Federal Securities;
(ii)obligations of states or of any political subdivisions thereof, provided that
the paymentof principal thereof and interest thereon is fully secured by obligations
described in(i) above;
(iii)any of the following obligations of federal agencies not guaranteed by the
United States of America: (a) debentures issued by the Federal Housing
Administration; (b) participation certificates or senior debt obligations of the Federal
Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land
Banks, Federal Intermediate Credit Banks, or Banks for Cooperatives); (c) bonds or
debentures of the Federal Home Loan Bank Board established under the Federal Home
Loan Bank Act, bonds of any federal home loan bank established under said act and
stocks, bonds, debentures, participations or other obligations of or issued by the Federal
National Mortgage Association, the Student Loan Marketing Association, the
Government National Mortgage Association and the Federal Home Loan Mortgage
Corporation; and bonds, notes or other obligations issued or assumed by the
6
International Bank for Reconstruction and Development, with a member bank or banks
of the Federal Reserve System;
(iv) interest-bearing demand or time deposits (including certificates of deposit)
in federal or State chartered savings and loan associations or in federal or State banks
(including the Trustee or its affiliates), provided that: (a) in the case of a savings and
loan association, such demand or time deposits shall be fully insured by the Federal
Deposit Insurance Corporation, or the unsecured obligations of such savings and loan
association shall be rated in a Rating Category (as defined in the Trustee Agreement),
and (b) in the case of a bank, such demand or time deposits shall be fully insured by the
Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the
unsecured obligations of the parent bank holding company of which such bank is the
lead bank) shall be rated in a Rating Category;
(v) written repurchase agreements with any bank, savings institution or trust
company (other than the Trustee) which is insured by the Federal Deposit Insurance
Corporation, or with any broker-dealer with retail customers which falls under Securities
Investors Protection Corporation protection, provided that such repurchase agreements
are fully secured by Federal Securities or obligations of any agency of instrumentality of
the United States of America and provided further that (a) such collateral is held by the
Trustee or any agent acting solely for the Trustee during the term of such repurchase
agreement, (b) such collateral is not subject to liens or claims of third parties, (c) such
collateral has a market value (determined at least once every 14 days) at least equal to
the amount invested in the repurchase agreement, (d) the Trustee has a perfected first
security interest in the collateral, (e) the agreement shall be for a term not longer than 270
days and (f) the failure to maintain such collateral at the level required in (c) above will
require the Trustee to liquidate the collateral;
(vi) taxable money market fund portfolios restricted to obligations with average
maturities of one year or less issued or guaranteed as to payment of principal and
interest by the full faith and credit of the United States of America and repurchase
agreements collateralized by such obligations (such funds may include funds for which
the Trustee, its affiliates or subsidiaries provide investment advisory or other
management services);
(vii) commercial paper having original maturities of not more than 365 days and
rated in a Rating Category;
(viii) bankers acceptances rated in a Rating Category, endorsed and guaranteed
by banks described in clause (v) of this definition;
(ix) obligations the interest on which is excluded from gross income for purposes
of federal income taxation under Section 103 of the Code and which are rated in a
Rating Category;
(x) the Local Agency Investment Fund of the State of California ("LAIF"),
created pursuant to section 16429.1 of the California Government Code, to the extent
the Trustee is authorized to register such investment in its name, provided that the
Trustee may restrict investments in the LAIF if required to keep monies available for the
purposes ofthis Agreement; and
(Xi)guaranteed investment contracts, the provider of which (or a guarantor of its
obligationsthereunder) is rated "AA" or "Aa" or better by Standard & Poor's Ratings
Group Services ("S&P") or Moody's Investors Service ("Moody's"), or whose obligations
7
are fully secured by collateral consisting of Federal Securities held by the Trustee or a
third party collateral agent; provided that the Trustee shall be required to withdraw all
funds under any such contracts upon a downgrade of the rating of the provider (or
guarantor) below "A", unless full collateral is provided and the collateral is the subject of
an unqualffied legal opinion to the effect that the Trustee has a first perfected security
interest in such collateral (even in the event of a bankruptcy). at the time of execution of
such contract. Such contract must be collateralized with securities described in the
above definitions (i) through (iii). AR such collateral to be held by the Trustee or a third
party custodian, with a market value of at least 102% of the principal invested, and in a
form acceptable to the Trustee and the Treasurer. Provided, however, that (1) moneys
invested thereunder may be withdrawn without penalty, premium, or charge, for reasons
in the bond documents, upon not more than seven day's notice; (2) the agreement is not
subordinated to any other obligation of such agreement provider; (3) the same
guaranteed interest rate will be paid on any future deposits made to restore the reserve
to its required amount, provided such replenishment is delivered to the contract or
agreement provider within six months of the date of withdrawal; (4) the Trustee will
receive an opinion of counsel that such agreement is an enforceable obligation of such
company; (5) the agreement provides that the agreement provider must promptly notify
the Trustee if the ratings assigned by Moody's or S&P to its long-term unsecured debt
obligations or claims-paying ability, as applicable, is suspended, withdrawn or reduced
by either Moody's or S&P; and (6) the Trustee shall withdraw all amounts held under
such contract or agreement following receipt by an officer of the Trustee responsible for
administration of its duties hereunder of any written notice of suspension, withdrawal
or reduction of either of such ratings to a level below the two highest rating categories
(without regard to plus (+) or minus (-) designations) by Moody's or S&P.
"Person" means an individual, corporation, firm, association, partnership, trust, or other
legal entity or group of entities, including a governmental entity or any agency or political
subdivision thereof.
"Principal Account" means the account by that name established and held by the Trustee
pursuant to Section 5.02.
"Principal Prepayments" means any amounts received by the Trustee representing a
redemption of the Local Agency Bonds pursuant to Section 2.03(A)(i) of the Fiscal Agent
Agreement, consisting of the principal amount of the Local Agency Bonds being redeemed and
the premium paid upon such redemption, if any; but excluding the amount of regularly
scheduled payments of principal of and interest on the Local Agency Bonds, or amounts paid
pursuant to Section 2.03(A)(ii) or 2.03(A)(iii) of the Fiscal Agent Agreement, paid concurrent
therewith.
"Program Fund" means the fund by that name established and held by the Trustee
pursuant to Section 3.03.
"Purchase Agreement" means the Bond Purchase Agreement dated as of December
1996, by and between the Authority and the Local Agency, relating to the acquisition by the
Authority of the Local Agency Bonds.
"Rating Category" means, one of the two highest rating categories then in effect under the
rating systems of Moody's Investors Service or Standard and Poor's Ratings Services, without
regard to plus or minus sign or numerical or other qu@g designation.
"Record Date" means: (a) the fifteenth (15th) calendar day of the month preceding each
Interest Payment Date, whether or not such day is a Business Day, and (b) any date established
8
by the Trustee pursuant to Section 2.02(b) as a Record Date for the payment of defaulted
interest on the Bonds, ff any.
"Redemption Account" means the account by that name established and held by the
Trustee pursuant to Section 5.01.
"Redemption Price" means the aggregate amount of principal of and premium (ff any) on
the Bonds upon the redemption thereof pursuant to Section 4.01.
"Registration Books" means the records maintained by the Trustee for the registration of
ownership and registration of transfer of the Bonds pursuant to Section 2.04.
"Revenue Fund" means the fund by that name established and held by the Trustee
pursuant to Section 5.01.
"Revenues" means, (a) all amounts derived from or with respect to the Local Agency
Bonds, including but not limited to all payments of principal thereof and interest thereon, and
(b) investment income with respect to any moneys held by the Trustee in the funds and
accounts established hereunder.
"S&P" means Standard & Poor's Ratings Services, and its successors and assigns.
"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue,
Garden City, New York 11530, Fax-(516) 227-4039 or 4190; Midwest Securities Trust
Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois
60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division,
1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax-(215)
496-5058; and, in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses and/or such other securities depositories as the Authority
may designate in a Written Certificate of the Authority delivered to the Trustee.
"Surplus Account" means the account by that name established and held by the Trustee
pursuant to Section 5.02.
"Tax Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance
of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable temporary and
final regulations promulgated, and applicable official public guidance published, under the Tax
Code.
"Treasurer" means the Treasurer of the Authority.
"Trustee" means First Trust of California, National Association, a corporation with trust
powers, organized and existing under the laws of the State of California, or its successor or
successors, as Trustee hereunder as provided in Section 8.01.
"Written Certificate" and "Written Request" of the Authority or the Local Agency mean,
respectively, a written certificate or written request signed in the name of the Authority by its
Authorized Representative or in the name of the Local Agency by its Authorized
Representative. Any such certificate or request may, but need not, be combined in a single
instrument with any other instrument, opinion or representation, and the two or more so
combined shall be read and construed as a single instrument.
SECTION 1.02. Interpretation.
9
(a) Unless the context otherwise indicates, words expressed in the singular shall include
the plural and vice versa and the use of the neuter, masculine, or feminine gender is for
convenience only and shall be deemed to include the neuter, masculine or feminine gender, as
appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely
for convenience of reference, do not constitute a part hereof and shall not affect the meaning,
construction or effect hereof.
(c) All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Indenture; the words "herein...... hereof,"
"hereby," "hereunder" and other words of siirnflar import refer to this Indenture as a whole and
not to any particular Article, Section or subdivision hereof.
SECTION 1.03. Indenture Constitutes Contract. In consideration of the purchase and
acceptance of any and all of the Bonds issued hereunder by those who shall hold the same from
time to time, this Indenture shall be deemed to be and shall constitute a contract among the
Authority, the Trustee and the Owners of the Bonds. The pledge made in this Indenture and the
provisions, covenants and agreements herein set forth to be performed by or on behalf of the
Authority shall be for the equal benefit, protection and security of the Owners of any and all of
the Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity,
shall be of equal rank without preference, priority or distinction of any of the Bonds over any
other thereof, except as expressly provided in or permitted by this Indenture.
10
ARTICLE II
THEBONDS
SECTION 2.01. Authorization of Bonds. The Authority hereby authorizes the issuance of
the Bonds hereunder and under the Bond Law, which shall constitute special obligations of the
Authority payable solely from the Revenues and other amounts pledged hereunder, for the
purpose of providing a portion of the moneys to finance the acquisition by the Authority of the
Local Agency Bonds pursuant to the Purchase Agreement. The Bonds shall be designated the
"Old Town/Westside Improvement Authority 1996 Local Agency Revenue Bonds (Old Town
Area)" and shall be issued in the aggregate principal amount of dollars
($ --------- ) -
SECTION 2.02. Terms of the Bonds.
(a) The Bonds shall be issued in fully registered form without coupons in denominations
of $100,000 or any integral multiple of $5,000 in excess thereof, so long as no Bond shall have
more than one maturity date. The Bonds shall be dated December 1, 1996, shall mature on
September 1, 2026, and shall bear interest (calculated on the basis of a 360-day year comprised
of twelve 30-day months) at the rate of % per annum. Notwithstanding the foregoing
Bonds may be issued or exchanged in denominations of $5,000 or any integral multiple thereof
following the date on which the Treasurer provides written notice to the Trustee that an
appraisal satisfactory to the Authority has been done of the property in the District (as defined
In the Fiscal Agent Agreement) which indicates that the aggregate value of such property
compared to the sum of the then principal amount of Bonds outstanding and any overlapping
special tax or assessment liens is at least 5:1, and the Board of Directors of the Authority has,
by resolution, in its sole discretion, approved such $5,000 denominations. The Trustee and the
Treasurer shall have no liability by reason of said notice or appraisal, and the Owners shall not
be entitled to rely. in any manner upon the values expressed in such appraisal.
(b) Interest on the Bonds shall be payable from the Interest Payment Date next
preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an
Interest Payment Date and after the close of business on the preceding Record Date, in which
event it shall bear interest from such Interest Payment Date, (ii) a Bond is authenticated on or
before the first Record Date, in which event interest thereon shall be payable from December 1,
1996, or (iii) interest on any Bond is in default as of the date of authentication thereof,. in which
event interest thereon shall be payable from the date to which interest has been paid in full,
payable on each Interest Payment Date. Interest shall be paid on each Interest Payment Date to
the Persons in whose names the ownership of the Bonds is registered on the Registration Books
at the dose of business on the inunediately preceding Record Date, except as provided below.
Interest on any Bond which is not punctually paid or duly provided for on any Interest Payment
Date shall be payable to the Person in whose name the ownership of such Bond is registered on
the Registration Books at the close of business on a special Record Date to be established by the
Trustee for the payment of such defaulted interest to be fixed by the Trustee, notice of which
shall be given to such Owner not less than ten (10) days prior to such special Record Date.
Interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on
each Interest Payment Date to the Bond Owners at their respective addresses shown on the
Registration Books as of the close of business on the preceding Record Date; provided, however,
that at the written request of the Owner of Bonds in an aggregate principal amount of at least
$1,000,000, which written request is on file with the Trustee as of any Record Date, interest on
such Bonds shall be paid on each succeeding Interest Payment Date by wire transfer in
immediately available funds to such account within the United States of America as shall be
11
specified in such written request. Any such written request shall remain in effect until rescinded
in writing by the respective Owner.
(c) The principal of the Bonds shall be payable in lawful money of the United States of
America upon presentation and surrender thereof at the Office of the Trustee. Payment of
principal on any Bond shall be made only upon presentation and surrender of such Bond at the
Office of the Trustee.
(d) The Bonds shall be subject to redemption as provided in Article fV.
SECTION 2.03. Transfer and ExchangLe of Bonds.
(a) Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred upon
the Registration Books by the Person in whose name it is registered, in person or by his duly
authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of
a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever
any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the
Trustee shall authenticate and shall deliver a new Bond or Bonds for a like aggregate principal
amount of the same series, in any authorized denomination. The Trustee shall require the Bond
Owner requesting such transfer to pay any tax or other governmental charge required to be paid
with respect to such transfer. The reasonable cost of any services rendered or reasonable
expenses incurred by the Trustee in connection with any transfer shall be paid by the Authority.
(b) Exchange of Bonds. The Bonds may be exchanged at the Office of the Trustee for a
like aggregate principal amount of Bonds of the same series and maturity, of other authorized
denominations. The Authority may charge a reasonable sum for each new Bond issued upon
any exchange. The Trustee shall require the payment by the Bond Owner requesting such
exchange of any tax or other governmental charge required to be paid with respect to such
exchange. The reasonable cost of any services rendered or reasonable expenses incurred by the
Trustee in connection with any exchange shall be paid by the Authority.
(c) Limitations on Transfers and Exchanges. The Trustee shall not be obligated to make
any transfer of exchange of Bonds pursuant to this Section 2.03 during the period established
by the Trustee for the selection of Bonds for redemption, or with respect to any Bonds selected
for redemption.
SECTION 2.04. Registration Books. The Trustee will keep or cause to be kept, at the
Office of the Trustee, sufficient records for the registration and transfer of ownership of the
Bonds, which shall be open to inspection by the Authority and the City; and, upon presentation
for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on such records, the ownership of the
Bonds as hereinbefore provided.
SECTION 2.05. Form and Execution of Bonds. The Bonds shall be in substantially the
form set forth in Exhibit A hereto. The Bonds shall be executed in the name and on behalf of the
Authority with the facsimile signature of its Chairperson attested by the manual or facsimile
signature of its Secretary. Such seal may be in the form of a facsimile of the Authority's seal and
may be reproduced, imprinted or impressed on the Bonds. The Bonds shall then be delivered to
the Trustee for authentication by it. In case any of the officers who shall have signed or attested
any of the Bonds shall cease to be such officer or officers of the Authority before the Bonds so
signed or attested shall have been authenticated or delivered by the Trustee, or issued by the
Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such
authentication, delivery and issue, shall be as binding upon the Authority as though those who
signed and attested the same had continued to be such officers of the Authority, and also any
12
Bonds may be signed and attested on behalf of the Authority by such Persons as at the actual
date of execution of such Bonds shall be the proper officers of the Authority although at the
nominal date of such Bonds any such Person shall not have been such officer of the Authority.
SECTION 2.06. Authentication of Bonds. Only such of the Bonds as shall bear thereon a
certificate of authentication substantially in the form set forth in Exhibit A hereto, manually
executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits
of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence
that the Bonds so authenticated have been duly executed, authenticated and delivered
hereunder and are entitled to the benefits of this Indenture.
SECTION 2.07. Teml2orary Bonds. The Bonds may, at the expense of the Authority, be
issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any
temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized
denominations as may be determined by the Authority, shall be in fully registered form without
coupons and may contain such reference to any of the provisions of this Indenture as may be
appropriate. Every temporary Bond shall be executed by the Authority and authenticated by
the Trustee upon the same conditions and in substantially the same manner as the definitive
Bonds. If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as
promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered,
for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in
exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of
authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the
same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.
SECTION 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the
Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and series in
exchange and substitution for the Bond so mutflated, but only upon surrender to the Trustee of
the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by
it and destroyed. If any Bond shall be lost, destroyed or stolen, evidence of such loss,
destruction or theft may be submitted to the Trustee and, ff such evidence and indemnity for the
Authority and the Trustee satisfactory to the Trustee shall be given, the Authority, at the
expense of the Owner, shall execute, and the Trustee, at the expense of the Owner, shall
thereupon authenticate and deliver, a new Bond ' of like tenor in lieu of and in replacement for
the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall be about
to mature, instead of issuing a replacement Bond, the Trustee may pay the same without
surrender thereof). The Authority may require payment by the Owner of a sum not exceeding
the actual cost of preparing each replacement Bond issued under this Section and of the
expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the
provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall
constitute an original additional contractual obligation on the part of the Authority whether or
not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone,
and shall be entitled to the benefits of this Indenture with all other Bonds secured by this
Indenture.
SECTION 2.09. Limited Obligation. AR obligations of the Authority under this Indenture
and the Bonds shall be special obligations of the Authority, payable solely from the Revenues
and the funds pledged therefore hereunder. Neither the faith and credit nor the taxing power of
the City or the State of California or any political subdivision thereof is pledged to the payment
of the Bonds.
SECTION 2.10. Book-Entry Only System. DTC shall act as the initial Depository for the
Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and
13
delivered as set forth herein with a separate fully registered certificate (in print or typewritten
form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be
registered in the Registration Books kept by the Trustee for the Bonds in the name of Cede &
Co., as nominee of DTC or such nominee as DTC shall appoint in writing.
The representatives of the Authority and the Trustee are hereby authorized to take any
and all actions as may be necessary and not inconsistent with this Indenture to qualify the
Bonds for the Depository's book-entry system, including the execution of the Depository's
required representation letter.
With respect to Bonds registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, neither the Authority nor the Trustee shall have any responsibility or
obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds
as Depository from time to time (the "DTC Participants") or to any person for which a DTC
Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the
immediately preceding sentence, neither the Authority nor the Trustee shall have any
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co.,
or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any
notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the
Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority
elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial
Owner, or any other person, other than DTC, of any amount with respect to the principal of or
interest on the Bonds, or (v) any consent given or other action taken by the Depository as
Owner of the Bonds; except that so long as any Bond is registered in the name of Cede & Co.,
as nominee of DTC, any Beneficial Owner of $1,000,000 or more in aggregate principal amount
of any series of Bonds who has filed a written request to receive notices, containing such
Beneficial Owner's name and address, with the Trustee shall be provided with all notices
relating to such Bonds by the Trustee.
Except as set forth above, the Trustee may treat as and deem DTC to be the absolute
Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the
principal of and interest on such Bonds, for the purpose of giving notices of redemption and
other matters with respect to such Bonds, for the purpose of registering transfers with respect to
such Bonds, and for all purposes whatsoever. The Trustee shall pay all principal of and
interest on the Bonds only to or upon the order of the Owners as shown on the Registration
Books, and all such payments shall be valid and effective to fully satisfy and discharge all
obligations with respect to the principal of and interest on the Bonds to the extent of the sums
or sums so paid.
No person other than an Owner, as shown on the Registration Books, shall receive a
physical Bond. Upon delivery by DTC to the Trustee of written notice to the effect that DTC
has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer
provisions in Section 2.03 hereof, references to "Cede & Co." in this Section 2.10 shall refer to
such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at
any time by giving written notice to the Trustee during any time that the Bonds are Outstanding,
and discharging its responsibilities with respect thereto under applicable law. The Authority
may terminate the services of DTC with respect to the Bonds if it determines that DTC is
unable to discharge its responsibilities with respect to the Bonds or that continuation of the
system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners,
and the Authority shall mail notice of such termination to the Trustee.
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Upon the termination of the services of DTC as provided in the previous paragraph,
and if no substitute Depository willing to undertake the functions hereunder can be found which
is willing and able to undertake such functions upon reasonable or customary terms, or ff the
Authority determines that it is in the best interest of the Beneficial Owners of the Bonds that
they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being
registered in the Registration Books of the Trustee in the name of Cede & Co., as nominee of
DTC, but may be registered in whatever name or name the Owners shall designate at that time,
in accordance with Section 2.03.
To the extent that the Beneficial Owners are designated as the transferee by the Owners,
in accordance with Section 2.03, the Bonds will be delivered to such Beneficial Owners as soon
as practicable.
SECTION 2.11. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section shall in any way prohibit the prepayment or
redemption of Bonds under Section 4.01 hereof, or the defeasance of the Bonds and discharge
of this Indenture under Section 10.01 hereof.
15
ARTICLE III
ISSUANCE OF BONDS, APPLICATION OF PROCEEDS, ACQUISITION OF
LOCAL AGENCY BONDS
SECRION 3.01. Issuance of the Bonds. Concurrent with the execution and delivery of this
Indenture, the Authority shall execute and the Trustee shall authenticate and deliver the Bonds
to the Original Purchaser thereof in the aggregate principal amount of million
hundred thousand dollars ($
SECTION 3.02. Application of Proceeds of the Bonds. On the Closing Date, the proceeds
of sale of the Bonds shall be paid to the Trustee and deposited by the Trustee as follows:
(a) The Trustee shall deposit the amount of $
constituting accrued interest received on the sale of the Bonds.
(b) The Trustee shall deposit the amount of $
in the Interest Account,
in the Program Fund.
SECTION 3.03. Program Fund. There is hereby established a separate fimd to be known
as the "Program Fund", which shall be held by the Trustee in trust. The Trustee shall make a
deposit to the Program Fund on the Closing Date as specified in Section 3.02(b). On the Closing
Date, the Trustee shall withdraw all amounts from the Program Fund and transfer such
amounts in immediately available funds to the Local Agency Bond Fiscal Agent, for application
by the Local Agency Bond Fiscal Agent as described in Section 3.02(A) of the Fiscal Agent
Agreement. The ownership of the Local Agency Bonds shall be registered in the name of the
Trustee upon the acquisition thereof.
SECTION 3.04. Validity of Bonds. The validity of the authorization and issuance of the
Bonds is not dependent on and shall not be affected in any way by any proceedings taken by
the Authority or the Trustee with respect to or in connection with the acquisition of the Local
Agency Bonds. The recital contained in the Bonds that the same are issued pursuant to the
constitution and laws of the State of California shall be conclusive evidence of their validity
and of compliance with the provisions of law in their issuance.
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ARTICLE IV
REDEMPTION OF BONDS
SECRION 4.01.,Redemption.
(a) Optional Redemption. The Bonds maturing on or after September 1, 2002 shall be
subject to optional redemption in whole, or in part as provided in Section 4.03, on any Interest
Payment Date on or after September 1, 2001, upon not less than forty-five (45) days prior
written notice to the Trustee, at the following respective Redemption Prices (expressed as
percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon
to the date of redemption:
Redeml2tion Dates Red=tion Price
September 1, 2001 and March 1, 2002 102%
September 1, 2002 and March 1, 2003 101
September 1, 2003 and thereafter 100
The provisions of this subsection (a) shall not be applicable to circumstances under
which the Bonds are subject to mandatory redemption pursuant to the following subsection (b)
of this Section.
(b) Mandatory Redemption From Principal Prepayments. The Bonds shall be subject to
mandatory redemption, in whole, or in part as provided in Section 4.03, on any Interest
Payment Date on or after September 1, 2001, from and to the extent of any Principal
Prepayments, at the following respective Redemption Prices (expressed as percentages of the
principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of
redemption:
Redeml2tion Dates Redg=fion Price
September 1, 2001 and March 1, 2002 102%
September 1, 2002 and March 1, 2003 101
September 1, 2003 and thereafter 100
In the event that the Local Agency Bond Fiscal Agent or the Local Agency shall provide
notice of the prepayment of any Local Agency Bonds which will produce Principal
Prepayments, the Trustee shall concurrently mail notice of the redemption of a like aggregate
principal amount of Bonds pursuant to this subsection (b), such redemption to occur on the
date fixed for such prepayment of the Local Agency Bonds. The proceeds of any such
prepayment of the Local Agency Bonds shall be applied by the Trustee to pay the Redemption
Price of a like aggregate principal amount of the Bonds pursuant to this subsection (b) on the
date of such prepayment of the Local Agency Bonds.
(c) Mandatory Redemption. (i) The Bonds shall also be subject to mandatory sinking fund
redemption in whole, or in part by lot, on September 1 in each year commencing September
1, . at a redemption price equal to the principal amount thereof to be redeemed, without
premium, plus accrued interest to the date of redemption, in the aggregate respective principal
amounts and on September 1 in the respective years as set forth in the following table; provided,
however, that ff some but not all of the Bonds have been redeemed pursuant to subsections (a)
or (b) above or (c)(ii) below, the total amount of all future sinking fund payments shall be
reduced by the aggregate principal amount of the Bonds so redeemed, to be allocated among
maturities such that the aggregate of the principal and interest due on the Local Agency Bonds
17
which remain Outstanding following such redemption is sufficient in time and amount to timely
pay the principal and interest due on the Bonds which remain Outstanding following such
redemption as determined by the Authority (notice of which determination shall be given by the
Authority to the Trustee and the Local Agency).
Sinking Fund Sinking Fund
Redemption Date Principal Amount Redemption Date Principal Amount
(Sgptember 1) to be Redeemed (Sel2tember 1) to be Redeemed
1997 [to come] 2012
1998 2013 [to come]
1999 2014
2000 2015
2001 2016
2002 2017
2003 2018
2004 2019
2005 2020
2006 2021
2007 2022
2008 2023
2009 2024
2010 2025
2011 2026 (maturity)
In lieu of redemption under this Section 4.01(c)(i), moneys in the Revenue Fund may be
used and withdrawn by the Trustee for purchase of Outstanding Bonds, upon the filing with the
Trustee of a certificate executed by an Authorized Officer of the Authority requesting such
purchase, at public or private sale as and when, and at such prices (including brokerage and
other charges) as such certificate may provide, but in no event may Bonds be purchased at a
price in excess of the principal amount thereof, plus interest accrued to the date of purchase.
The Trustee shall be absolutely protected and shall incur no liability in relying on such
certificate.
(ii) The Bonds shall be subject to mandatory redemption in part on any Interest Payment
Date, at a redemption price equal to the principal amount thereof to be redeemed together with
accrued interest to the date fixed for redemption from the proceeds of a mandatory redemption
of the Local Agency Bonds pursuant to Section 2.03(A)(iii) of the Fiscal Agent Agreement.
In the event that the Local Agency Bond Fiscal Agent or the Local Agency shall provide
notice of the redemption of any Local Agency Bonds under Section 2.03(A)(iii) of the Fiscal
Agent Agreement, the Trustee shall concurrently mail notice of the redemption of a like
aggregate principal amount of Bonds pursuant to this subsection (C)(ii), such redemption to
occur on the date fixed for such redemption of the Local Agency Bonds. The proceeds of any
such redemption of the Local Agency Bonds shall be applied by the Trustee to pay the
Redemption Price of a like aggregate principal amount of the Bonds pursuant to this subsection
(C)(ii) on the date of such prepayment of the Local Agency Bonds.
SECTION 4.02. Notice of Redeml2tion. The Trustee on behalf and at the expense of the
Authority shall mail (by first class mail) notice of any redemption to the respective Owners of
any Bonds designated for redemption at their respective addresses appearing on the
Registration Books, and to the Securities Depositories and to one or more Information Services,
at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption.
Neither failure to receive any such notice so mailed nor any defect therein shall affect the
validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of
interest thereon from and after the date fixed for redemption. Such notice shall state the date of
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the notice, the redemption date, the redemption place and the Redemption Price and shall
designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except in the
event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to
be redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee
for redemption at the Redemption Price, giving notice also that further interest on such Bonds
will not accrue from and after the date fixed for redemption.
SECTION 4.03. Selection of Bonds for Redemption. Whenever provision is made in this
Indenture for the redemption of less than all of the Bonds, the Bonds shall be selected for
redemption among maturities and within a maturity by the Authority (evidenced pursuant to a
Written Certificate delivered to the Trustee at least fifty (50) days prior to the redemption date
or such later date as shall be acceptable to the Trustee) on such basis that the remaining
payments of principal and interest on the Local Agency Bonds, together with other available
Revenues, will be sufficient on a timely basis to pay debt service on the Bonds, as shall be
demonstrated in a certificate of an Independent Financial Consultant filed with the Trustee.
The certificate of the Independent Financial Consultant shall specify (a) the premium, ff any, to
be paid by the Local Agency under Section 2.03(A)(i) or (iii), as applicable, of the Fiscal Agent
Agreement in connection with such redemption, (b) the principal amount and redemption date
and price of any Bonds to be redeemed pursuant to Section 4.01(b) or (C)(ii) as a result of the
redemption of the Local Agency Bonds, (c) the date and principal amount of any sinking fund
redemption payments specified in Section 4.01 (c) (i) to be reduced as a consequence of any such
redemption under Section 4.01(b) or (c)(ii), and (d) the date and principal amount of any
inking fund redemption payments specified in Section 2.03(A)(ii) of the Fiscal Agent
Agreement to be reduced as a consequence of the proposed redemption of the Local Agency
Bonds. The Independent Financial Consultant's certificate shall conclude that, based upon the
information supplied in clauses (a) through (d) of the preceding sentence, and in reliance upon
the Trustee, the Local Agency Bond Fiscal Agent, the Local Agency and the Authority
implementing the redemption of the Local Agency Bonds and the Bonds in a manner consistent
with such information, the aggregate of the principal and interest due on the Local Agency
Bonds which remain Outstanding (as defined in the Fiscal Agent Agreement) following such
redemption will be sufficient in time and amount to timely pay the principal and interest due
on the Bonds which will remain Outstanding following any redemption of the Bonds to occur
under Section 4.01 (b) or (c) (ii), as applicable, as a result of the redemption of the Local Agency
Bonds under Section 2.03(A)(i) or (iii), respectively, of the Fiscal Agent Agreement.
In addition to the foregoing, Bonds may only be redeemed in $5,000 increments, and
each Bond Outstanding following any redemption shall be in a denomination authorized under
Section 2.02.
SECTION 4.04. Partial Redeml2tion of Bonds. Upon surrender of any Bond redeemed in
part only, the Authority shall execute and the Trustee shall authenticate and deliver to the
Owner thereof, at the expense of the Authority, a new Bond or Bonds of authorized
denominations equal in aggregate principal amount representing the unredeemed portion of the
Bonds surrendered.
SECTION 4.05. Effect of Notice of Redeml2tion. Notice having been mafled as aforesaid,
and moneys for the redemption (including the interest to the applicable date fixed for
redemption and including any applicable premium), having been set aside in the Redemption
Account or any of the accounts therein, the Bonds shall become due and payable on said date,
and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be
paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.
If, on said date fixed for redemption, moneys for the redemption of all the Bonds to be
redeemed, together with interest to said date, shall be held by the Trustee so as to be available
19
therefor on such date, and, ff notice of redemption thereof shall have been mailed as aforesaid
and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue
and become payable. All moneys held by or on behalf of the Trustee for the redemption of
Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed.
AR Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of
this Article IV shall be canceled upon surrender thereof and destroyed.
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ARTICLE V
SECURITY OF BONDS; FLOW OF FUNDS; INVESTMENTS
SECTION 5.01. Pledge and Assignment; Revenue Fund.
(a) Subject only to the provisions of this Indenture permitting the application thereof for
the purposes and on the terms and conditions set forth herein, all of the Revenues and any other
amounts (including proceeds of the sale of the Bonds) held in any fund or account established
pursuant to this Indenture are hereby pledged by the Authority to secure the payment of the
principal of, premium, if any, and interest on the Bonds in accordance with their terms and the
provisions of this Indenture. Said pledge shall constitute a hen on and security interest in such
assets and shall attach, be perfected and be valid and binding from and after delivery of the
Bonds by the Trustee, upon the physical delivery thereof.
(b) The Authority hereby transfers in trust, grants a security interest in and assigns to
the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues
and all of the right, title and interest of the Authority in the Local Agency Bonds, ff any. The
Trustee shall be entitled to and shall corect and receive all of the Revenues, and any Revenues
collected or received by the Authority shall be deemed to be held, and to have been collected or
received, by the Authority, as agent of the Trustee, and shall forthwith be paid by the Authority
to the Trustee. The Trustee also shall take all steps, actions and proceedings reasonably
necessary in its judgment to enforce, either jointly with the Authority or separately, an of the
rights of the Authority and all of the obligations of the Local Agency under and with respect to
the Local Agency Bonds.
(c) All Revenues shall be promptly deposited by the Trustee upon receipt thereof in a
special fund designated as the "Revenue Fund" which the Trustee shall establish, maintain and
hold in trust; provided that (i) all Principal Prepayments received by the Trustee shall be
deposited by the Trustee in the Redemption Account to be applied to the redemption of Bonds
pursuant to Section 4.01(b), and (ii) any amount received by the Trustee upon a redemption of
the Local Agency Bonds pursuant to Section 2.03(A)(iii) of the Fiscal Agent Agreement shall be
deposited by the Trustee to the Redemption Account to be applied to the redemption of Bonds
pursuant to Section 4.01(c)(ii). All Revenues deposited with the Trustee shall be held,
disbursed, allocated and applied by the Trustee only as provided in this Indenture.
SECTION 5.02. A1212lication of Revenue Fund. The Trustee shall transfer from the
Revenue Fund and deposit into the following respective accounts (each of which the Trustee
shall establish and maintain in trust separate and distinct from the other funds and accounts
established hereunder), the following amounts at the following times in the following order of
priority, the requirements of each such account (including the making up of any deficiencies in
any such account resulting from lack of Revenues sufficient to make any earlier required
deposit) at the time of deposit to be satisfied before any transfer is made to any account
subsequent in priority:
(a) On each Interest Payment Date or redemption date, the Trustee shall deposit in the
Interest Account an amount which, together with the amounts then on deposit therein, is
required to cause the aggregate amount on deposit in the Interest Account to equal the amount
then required to make any payment pursuant to Section 5.03.
(b) On each September 1, commencing September 1, 1997, the Trustee shall deposit in
the Principal Account an amount which, together with the amounts then on deposit therein, is
required to cause the aggregate amount on deposit in the Principal Account to equal the
21
aggregate amount of principal (if any) coming due and payable on the outstanding Bonds at
maturity on such September 1. In addition, on each September 1 on which the Bonds mature,
the Trustee shall deposit in the Principal Account an amount which, together with the amounts
then on deposit therein, is required to cause the aggregate amount on deposit in the Principal
Account to equal the aggregate amount of principal then coming due and payable on the Bonds.
(c) On each Interest Payment Date or redemption date, the Trustee shall deposit in the
Redemption Account an amount equal to the principal and any premium due on any Bonds to
be redeemed pursuant to Section 4.01 on such date.
(d) Following the foregoing transfers, the Trustee shall deposit in the Surplus Account
all remaining amounts.
SECTION 5.03. A12plication of Interest Account. Subject to the provisions of this
Indenture, all amounts in the Interest Account shall be used and withdrawn by the Trustee
solely for the purpose of paying interest on the Bonds as it shall become due and payable. Any
amounts on deposit in the Interest Account on any Interest Payment Date and not required to
pay interest then due and payable on the Bonds shall be retained in the Interest Account and
credited towards the payment of interest on the Bonds next coming due.
SECTION 5.04. A1212hcation of Princil2al Account. Subject to the provisions of this
Indenture, all amounts in the Principal Account shall be used and withdrawn by the Trustee
solely to pay the principal of the Bonds upon the stated maturity thereof.
SECTION 5.05. A12plication of Redeml2tion Account. Subject to the provisions of this
Indenture, all amounts deposited in the Redemption Account shall be used and withdrawn by
the Trustee solely for the purpose of redeeming Bonds in the manner and upon the terms and
conditions set forth in the respective provisions of Article IV.
SECTION 5.06. A1212lication of Surplus Account. Promptly upon the deposit of amounts
into the Surplus Account, the Trustee shall remit such amounts to the Treasurer, to be used by
the Treasurer (i) to make transfers to the Treasurer (as defined in the Fiscal Agent Agreement)
to be used by the Local Agency for deposits to the Special Tax Fund (as defined in and
established under the Fiscal Agent Agreement), in order to reduce the special taxes levied in the
current or the succeeding Fiscal Year upon the properties which are subject to special taxes to
pay the principal of and interest on the Local Agency Bonds, or (ii) for any lawful purpose of
the Authority.
SECTION 5.07. Investment of Moneys. Except as otherwise provided herein, all moneys
in any of the funds or accounts established pursuant to this Indenture shall be invested by the
Trustee solely in Permitted Investments, as directed by the Local Agency pursuant to a Written
Request delivered to the Trustee at least two (2) Business Days prior to the making of such
investment. Permitted Investments may be purchased at such prices as the Local Agency shall
determine. Moneys in all funds and accounts shall be invested in Permitted Investments
maturing not later than the date on which such moneys will be required for the purposes
specified in this Indenture. Absent timely written direction from the Local Agency, the Trustee
shall invest any funds held by it in Permitted Investments described in clause (e) of the
definition thereof. The Trustee may conclusively rely on such Written Request and shall be
protected in relying thereon. The Trustee shall be deemed to have conclusively complied with
the Fair Market Value requirement ff it invests such moneys in Permitted Investments described
in clause (e) of the definition thereof in the absence of written instructions from the Authority.
All interest, profits and other income received from the investment of moneys in any
fund or account established pursuant to this Indenture shall be deposited in the Revenue Fund.
22
Permitted Investments acquired as an investment of moneys in any fund established
under this Indenture shall be credited to such fund.
Except as otherwise provided in the next sentence, all investments of amounts
deposited in any fund or account created by or pursuant to this Indenture, or otherwise
containing gross proceeds of the Bonds (within the meaning of section 148 of the Tax Code)
shall be acquired, disposed of, and valued (as of the date that valuation is required by this
Indenture of the Tax Code) at Fair Market Value. For purposes of any Fair Market Value
determination hereunder, the Trustee shall be entitled to conclusively rely, and shall be fully
protected in relying, on a Written Certificate of the Authority. Investments in ftmds or accounts
(or portions thereof) that are subject to a yield restriction under applicable provisions of the
Tax Code shall be valued at their present value (within the meaning of section 148 of the Tax
Code).
The Trustee may act as principal or agent in the making or disposing of any investment.
Upon the Written Request of the Local Agency, the Trustee shall sell or present for redemption,
any Permitted Investments so purchased whenever it shall be necessary to provide moneys to
meet any required payment, transfer, withdrawal or disbursement from the fund to which such
Permitted Investments is credited, and the Trustee shall not be liable or responsible for any loss
resulting from any investment or other disposition pursuant to this Section 5.07. For purposes
of investment, the Trustee may commingle moneys in any of the funds and accounts established
hereunder.
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ARTICLEVI
PARTICULAR COVENANTS
SECTION 6.01. Punctual Payment. The Authority shall punctually pay or cause to be
paid the principal, premium, ff any, and interest to become due in respect of all the Bonds, in
strict conformity with the terms of the Bonds and of this Indenture, according to the true intent
and meaning thereof, but only out of Revenues and other assets pledged for such payment as
provided in this Indenture and received by the Authority or the Trustee.
SECTION 6.02. Extension of P!Iyment of Bonds. The Authority shall not directly or
indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of
payment of any claims for interest by the purchase of such Bonds or by any other arrangement,
and in case the maturity of any of the Bonds or the time of payment of any such claims for
interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any
default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of
the principal of all of the Bonds then Outstanding and of all claims for interest thereon which
shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the
Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such
issuance shall not be deemed to constitute an extension of maturity of the Bonds.
SECTION 6.03. Against Encumbrances. The Authority shall not create, or permit the
creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets
pledged or assigned under this Indenture while any of the Bonds are Outstanding, except the
pledge and assignment created by this Indenture. Subject to this limitation, the Authority
expressly reserves the right to enter into one or more other indentures for any of its corporate
purposes, including other programs under the Bond Law, and reserves the right to issue other
obligations for such purposes.
SECTION 6.04. Power to Issue Bonds and Make Pledge and AssigLiment. The Authority
is duly authorized pursuant to law to issue the Bonds and to enter into this Indenture and to
pledge and assign the Revenues and other assets purported to be pledged and assigned,
respectively, under this Indenture in the manner and to the extent provided in this Indenture.
The Bonds and the provisions of this Indenture are and will be the legal, valid and binding
special obligations of the Authority in accordance with their terms, and the Authority and the
Trustee (subject to the provisions of Article VIII) shall at all times, to the extent permitted by
law, defend, preserve and protect said pledge and assignment of Revenues and other assets
and all the rights of the Bond Owners under this Indenture against all claims and demands of
all Persons whomsoever.
SECTION 6.05. Accounting Records and Financial Statements. The Trustee shall at all
times keep, or cause to be kept, proper books of record and account, prepared in accordance
with trust industry standards, in which complete and accurate entries shall be made of all
transactions made by the Trustee relating to the proceeds of the Bonds, the Revenues, the Local
Agency Bonds and all funds and accounts established pursuant to this Indenture. Such books of
record and account shall be available for inspection by the Authority and the Local Agency,
upon reasonable notice during regular business hours of the Trustee.
SECTION 6.06. Waiver of Laws. The Authority shall not at any time insist upon or plead
in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension
law now or at any time hereafter in force that may affect the covenants and agreements
contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or
laws is hereby expressly waived by the Authority to the extent permitted by law.
24
SECTION 6.07. Collection of Revenues. To the extent available, the Trustee shall conect
all Revenues promptly as such Revenues become due and payable, and shall vigorously enforce
and cause to be enforced all rights of the Trustee under and with respect to the Local Agency
Bonds.
SECTION 6.08. Disposition of Local Agency Bonds. The Trustee shall not sell or
otherwise dispose of the Local Agency Bonds, or any interest therein, unless either (a) there
shall have occurred and be continuing an Event of Default hereunder, or (b) the proceeds
derived by the Trustee from such sale or other disposition are sufficient to enable the Trustee to
redeem or defease all of the Outstanding Bonds in accordance with the terms hereof.
SECTION 6.09. Amendment of Local Agency Bonds. Neither the Trustee nor the
Authority shall consent or agree to consent to any amendment or modification of the Fiscal
Agent Agreement or the Local Agency Bonds, unless the Authority shall have obtained, and
caused to be filed with the Trustee, (a) if applicable, the report of an Independent Financial
Consultant stating that such amendment or modification will not cause a reduction in the
amount of Revenues required to pay debt service on the Bonds, and (b) an opinion of Bond
Counsel stating that such amendment or modification win not materially adversely impair the
interests of the Bond Owners hereunder, and will not cause interest on the Bonds to be
includable in gross income of the Bond Owners for federal income tax purposes. The Trustee
and the Authority may conclusively rely on such report of the Independent Financial Consultant
and Opinion of Bond Counsel and shall, in each case, be protected in relying thereon.
SECTION 6. 1 0. Tax Covenants Relating to Bonds.
(a) Private Llse and Loan. The Authority shall assure that the proceeds of the Bonds are
not used in a manner which would cause the Bonds to satisfy the private business tests of
Section 141(b) of the Tax Code or the private loan financing test of Section 141(c) of the Tax
Code.
(b) Federal Guarantee Prohibition. The Authority shall not take any action or permit or
suffer any action to be taken by the Trustee or otherwise if the result of the same would be to
cause any of the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
Tax Code.
(c) No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had
been reasonably expected to have been taken, or had been deliberately and intentionally taken,
on the Closing Date, would have caused the Bonds to be "arbitrage bonds" within the meaning
of Section 148(a) of the Tax Code.
(d) Maintenance of Tax-Exemption. The Authority shall take all actions necessary to
assure the exclusion of interest on the Bonds from the gross income of the owners thereof to the
same extent as such interest is permitted to be excluded from gross income under the Tax Code
as in effect on the Closing Date.
(e) Rebate of Excess Investment Earnings to United States. The Authority shall calculate or
cause to be calculated excess investment earnings with respect to the Bonds which are required
to be rebated to the United States of America pursuant to Section 148(f) of the Tax Code, and
shall pay the full amount of such excess investment earnings to the United States of America in
such amounts, at such times and in such manner as may be required pursuant to the Tax Code.
Such payments shall be made by the Authority from any source of legally available funds of the
Authority, including amounts paid by the Local Agency from the Administrative Expense Fund
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(as defined in and described under the Fiscal Agent Agreement). In order to provide for the
administration of this Section 6.10, the Treasurer of the Authority may provide for the
employment of independent attorneys, accountants and consultants compensated on such
reasonable basis as the Treasurer of the Authority may deem appropriate. The Trustee shall
have no responsibility to make any calculations of rebate or to independently review or verify
such calculations.
SECTION 6.11. Continuing Disclosure. (a) The Authority hereby covenants and agrees
that it will assist the Local Agency in complying with and carrying out all of the provisions of
the Continuing Disclosure Agreement. Notwithstanding any other provision of this Indenture,
failure of the Authority to assist the Local Agency in complying with the Continuing Disclosure
Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the
request of any Parficipating Underwriter or the holders of at least 25% aggregate principal
amount of Outstanding Bonds, shall) or any Bondholder may, take such actions as may be
necessary and appropriate to compel performance by the Authority of its obligation hereunder,
including seeking mandate or specific performance by court order.
(b) Not later than October 30 of each year, commencing October 30, 1997 and until the
October 30 following the final maturity of the Bonds, the Treasurer shall supply the following
information to the California Debt and Investment Advisory Commission ("CDIAC") by mail,
postage prepaid, but only to the extent required to be so supplied by CDIAC: (i) the principal
amounts of the Bonds and the principal amount of the Local Agency Bonds then outstanding,
(ii) that there is no separate reserve fund for the Bonds, and the balance in the reserve fund for
the Local Agency Bonds, (iii) the costs of issuance, including any ongoing fees, (iv) the total
amount of administrative fees collected, (v) the amount of administrative fees charged to the
Local Agency Bonds, (vi) the interest earnings and terms of all guaranteed investment contracts,
(vii) commissions and fees paid on guaranteed investment contracts, (viii) delinquency rates on
the Local Agency Bonds, and (ix) that there is no balance in any capitalized interest account.
(c) Until the final maturity of the Bonds, the Treasurer shall notify CDIAC by mail,
postage prepaid, to the extent required by CDIAC, within 10 days of (i) any failure to pay
principal and interest due on the Local Agency Bonds, or (ii) any withdrawal of funds from the
reserve account for the Local Agency Bonds to pay principal or interest on the Local Agency
Bonds.
(d)The failure by the Treasurer to comply with the provisions of Section 6.11 (a), (b) or
(c) shall not be an Event of Default hereunder. The provisions of Section 6.11(b) and (c) shall
be amended to reflect any applicable change in Section 6599.1(b) or (c) of the California
Government Code, without any action by the Authority or the Trustee.
SECTION 6.12. Consent to Foreclosure Provisions. The Authority, as the purchase and
owner of the Local Agency Bonds, hereby consents, for and on behalf of itself and the Owners
of the Bonds, to the provisions of Section 5.14 of the Fiscal Agent Agreement, including but not
limited to a foreclosure sale at a price lower than as described in Section 53356.5 of the
California Government Code. The foregoing is intended to be, and shall be the consent of the
owners of the Local Agency Bonds for purposes of Section 53356.6 of the California
Government Code.
SECTION 6.13. Further Assurances. The Authority will make, execute and deliver any
and all such further indentures, instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance of this Indenture and for the
better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided
in this Indenture.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
SECTION 7.01. Events of Default. The following events shall be Events of Default:
(a) Failure to pay any installment of principal of any Bonds when and as the same shall
become due and payable, whether at maturity as therein expressed, by proceedings for
redemption, by acceleration, or otherwise.
(b)Failure to pay any installment of interest on any Bonds when and as the same shall
become dueand payable.
(c)Failure by the Authority to observe and perform any of the other covenants,
agreements or conditions on its part in this Indenture or in the Bonds contained (other than as
specified in Section 6.11 hereof), if such failure shall have continued for a period of sixty (60)
days after written notice thereof, specifying such failure and requiring the same to be remedied
shall have been given to the Authority by the Trustee or the Owners of not less than twenty-five
percent (25%) in aggregate principal amount of the Bonds at the time Outstanding; provided,
however, if in the reasonable opinion of the Authority the failure stated in the notice can be
corrected,'but not within such sixty (60) day period, such failure shall not constitute an Event
of Default ff corrective action is instituted by the Authority within such sixty (60) day period
and the Authority shall thereafter diligently and in good faith cure such failure in a reasonable
period of time.
(d) The Authority shall commence a voluntary case under Title 11 of the United States
Code or any substitute or successor statute.
SECTION 7.02. Remedies Under Local A@ncy Bonds. If any Event of Default shar.occur
then, and in each and every such case during the continuance of such Event of Default, the
Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds at
the time Outstanding may, upon notice in writing to the Authority, exercise any and all
remedies available pursuant to law or granted with respect to the Local Agency Bonds.
SECTION 7.03. Other Remedies of Bond Owners. Subject to the provisions of Section
7.07, any Bond Owner shall have the right, for the equal benefit and protection of all Bond
Owners similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the Authority and its members,
officers, agents or employees to perform each and every ten-n, provision and covenant contained
in this Indenture and in the Bonds, and to require the carrying out of any or all such covenants
and agreements of the Authority and the fulfillment of all duties imposed upon it by the Bond
Law;
(b) by suit, action or proceeding in equity, to enjoin any acts or things which are
unlawful, or the violation of any of the Bond Owners'rights; or
(c) upon the happening of any Event of Default, by suit, action or proceeding in any
court of competent jurisdiction, to require the Authority and its members and employees to
account as if it and they were the trustees of an express trust.
SECTION 7.04. Application of Revenues and Other Funds After Default. If an Event of
Default shall occur and be continuing, all Revenues and any other funds then held or thereafter
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received by the Trustee under any of the provisions of this Indenture shall be applied by the
Trustee as follows and in the following order:
(a) To the payment of any expenses necessary in the opinion of the Trustee to protect
the interests of the Owners of the Bonds and payment of reasonable fees, charges and expenses
of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and
about the performance of its powers and duties under this Indenture;
(b) To the payment of the principal of and interest then due with respect to the Bonds
(upon presentation of the Bonds to be paid, and stamping thereon of the payment if only
partially paid, or surrender thereof ff fully paid) subject to the provisions of this Indenture, as
follows:
First: To the payment to the Persons entitled thereto of all installments of interest
then due in the order of the maturity of such installments, and, if the amount available
shall not be sufficient to pay in full any installment or installments maturing on the same
date, then to the payment thereof ratably, according to the amounts due thereon, to the
Persons entitled thereto, without any discrimination or preference; and
Second: To the payment to the Persons entitled thereto of the unpaid principal of
any Bonds which shall have become due, whether at maturity or by call for redemption,
with interest on the overdue principal at the rate bome by the respective Bonds on the
date of maturity or redemption, and, if the amount available shall not be sufficient to
pay in full all the Bonds, together with such interest, then to the payment thereof
ratably, according to the amounts of principal due on such date to the Persons entitled
thereto, without any discrimination or preference.
SECTION 7.05. Trustee to Rel2resent Bond Owners. The Trustee is hereby irrevocably
appointed (and the successive respective Owners of the Bonds, by taking and holding the same,
shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful
attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on
their behalf such rights and remedies as may be available to the Owners under the provisions of
the Bonds, this Indenture, the Bond Law and applicable provisions of any other law. Upon the
occurrence and continuance of an Event of Default or other occasion giving rise to a right in the
Trustee to represent the Bond Owners, the Trustee in its discretion may, and upon the written
request of the Owners of a majority in aggregate principal amount of the Bonds then
Outstanding, and upon being indemnified to its satisfaction against the costs, expenses and
liabilities to be incurred in compliance with such request, shall, proceed to protect or enforce its
rights or the rights of such Owners by such appropriate action, suit, mandamus or other
proceedings as it shall deem most effectual to protect and enforce any such right, at law or in
equity, either for the specific performance of any covenant or agreement contained herein, or in
aid of the execution of any power herein granted, or for the enforcement of any other
appropriate legal or equitable right or remedy vested in the Trustee and such Owners under the
Bonds, this Indenture, the Bond Law or any other law; and upon instituting such proceeding,
the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the
Revenues and other assets pledged under this Indenture, pending such proceedings. AR rights of
action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the
Trustee without the possession of any of the Bonds or the production thereof in any proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be
brought in the name of the Trustee for the benefit and protection of the Owners of such Bonds,
subject to the provisions of this Indenture.
SECTION 7.06. Bond Owners' Direction of Proceed@s. Anything in this Indenture to the
contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds
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then Outstanding shall have the right, by an instrument or concurrent instruments in writing
executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable
satisfaction against the costs, expenses and liabilities to be incurred in compliance with such
direction, to direct the method of conducting all remedial proceedings taken by the Trustee
hereunder, provided that such direction shall not be otherwise than in accordance with law and
the provisions of this Indenture, and that the Trustee shall have the right to decline to follow
any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bond
Owners not parties to such direction.
SECTION 7.07. Limitation on Bond Owners' Right to Sue. No Owner of any Bonds shall
have the right to institute any suit, action or proceeding at law or in equity, for the protection or
enforcement of any right or remedy under this Indenture, the Fiscal Agent Agreement, the Bond
Law or any other applicable law with respect to such Bonds, unless (a) such Owner shall have
given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a
majority in aggregate principal amount of the Bonds then Outstanding, shall have made written
request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit,
action or proceeding in its own name; (c) such Owner or said Owners shall have tendered to the
Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; (d) the Trustee shall have refused or omitted to
comply with such request for a period of sixty (60) days after such written request shall have
been received by, and said tender of indemnity shall have been made to, the Trustee; and (e) no
direction inconsistent with such Written Request shall have been given to the Trustee during
such sixty (60) day period by the Owners of a majority in aggregate principal amount of the
Bonds then Outstanding.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of
any remedy hereunder or under law; it being understood and intended that no one or more
Owners of Bonds shall have any right in any manner whatever by his or their action to affect,
disturb or prejudice the security of this Indenture or the rights of any other Owners of Bonds, or
to enforce any right under the Bonds, this Indenture, the Bond Law or other applicable law with
respect to the Bonds, except in the manner herein provided, and that an proceedings at law or
in equity to enforce any such right shall be instituted, had and maintained in the manner herein
provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to
the provisions of this Indenture.
SECTION 7.08. Absolute Obligation of Authority. Nothing in Section 7.07 or in any other
provision of this Indenture or in the Bonds contained shall affect or impair the obligation of the
Authority, which is absolute and unconditional, to pay the principal of, premium, if any, and
interest on the Bonds to the respective Owners of the Bonds at their respective dates of
maturity, or upon call for redemption, as herein provided, but only out of the Revenues and
other assets herein pledged therefor and received by the Authority or the Trustee, or affect or
impair the right of such Owners, which is also absolute and unconditional, to enforce such
payment by virtue of the contract embodied in the Bonds.
SECRION 7.09. Termination of Proceed@s. In case any proceedings taken by the Trustee
or any one or more Bond Owners on account of any Event of Default shall have been
discontinued or abandoned for any reason or shall have been determined adversely to the
Trustee or the Bond Owners, then in every such case the Authority, the Trustee and the Bond
Owners, subject to any determination in such proceedings, shall be restored to their former
positions and rights hereunder, severally and respectively, and all rights, remedies, powers and
duties of the Authority, the Trustee and the Bond Owners shall continue as though no such
proceedings had been taken.
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SECTION 7.10. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Trustee or to the Owners of the Bonds is intended to be exclusive of any other remedy or
remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative
and in addition to any other remedy given hereunder or now or hereafter existing at law or in
equity or otherwise.
SECTION 7.11. No Waiver of Default. No delay or omission of the Trustee or of any
Owner of the Bonds to exercise any right or power arising upon the occurrence of any default or
Event of Default shall impair any such right or power or shall be construed to be a waiver of
any such default or Event of Default or an acquiescence therein; and every power and remedy
given by this Indenture to the Trustee or to the Owners of the Bonds may be exercised from time
to time and as often as may be deemed expedient.
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ARTICLEVIII
THE TRUSTEE
SECTION 8.01. Duties and Liabilities of Trustee.
(a) Duties of Trustee Generally. The Trustee shall, prior to an Event of Default, and after
the curing of all Events of Default which may have occurred, perform such duties and only such
duties as are expressly and specifically set forth in this Indenture. The Trustee shall, during the
existence of any Event of Default known to it pursuant to Section 8.03(d) hereunder and which
has not been cured, exercise such of the rights and powers vested in it by this Indenture.
(b) Removal of Trustee. The Authority may, and upon Written Request of the City shall,
upon thirty (30) days'prior written notice remove the Trustee at any time, and shall remove the
Trustee if at any time requested to do so by an instrument or concurrent instruments in writing
signed by the Owners of not less than a majority in aggregate principal amount of the Bonds
then Outstanding (or their attorneys duly authorized in writing) or ff at any time the Trustee
shall cease to be eligible in accordance with subsection (e) of this Section, or shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or
its property shall be appointed, or any public officer shall take control or charge of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each
case by giving written notice of such removal to the Trustee and thereupon shall appoint a
successor Trustee by an instrument in writing.
(c) Resignation of Trustee. The Trustee may at any time resign by giving written notice of
such resignation by first class mail, postage prepaid, to the Authority, and to the Bond Owners
at the respective addresses shown on the Registration Books. Upon receiving such notice of
resignation, the Authority shall promptly appoint a successor Trustee by an instrument in
writing.
(d) Appointment of Successor Trustee. Any removal or resignation of the Trustee and
appointment of a successor Trustee shall become effective only upon acceptance of
appointment by a successor Trustee; provided, however, -that under any circumstances the
successor Trustee shall be qualified as provided in subsection (e) of this Section. If no qualified
successor Trustee shall have been appointed and have accepted appointment within forty-five
(45) days following giving notice of removal or notice of resignation as aforesaid, the resigning
Trustee or any Bond Owner (on behalf of himself and all other Bond Owners) may petition any
court of competent jurisdiction for the appointment of a successor Trustee, and such court may
thereupon, after such notice (ff any) as it may deem proper, appoint such successor Trustee.
Any successor Trustee appointed under this Indenture shall signify its acceptance of such
appointment by executing and delivering to the Authority and to its predecessor Trustee a
written acceptance thereof, and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts,
duties and obligations of such predecessor Trustee, with like effect as if originally named
Trustee herein; but, nevertheless at the Written Request of the Authority or the request of the
successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of
conveyance or further assurance and do such other things as may reasonably be required for
more fully and certainly vesting in and confirming to such successor Trustee all the right, title
and interest of such predecessor Trustee in and to any property held by such predecessor
trustee under this Indenture and shall pay over, transfer, assign and deliver to the successor
Trustee any money or other property subject to the trusts and conditions herein set forth. Upon
request of the successor Trustee, the Authority shall execute and deliver any and all instruments
as may be reasonably required for more fully and certainly vesting in and confirming to such
31
successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and
obligations. Upon acceptance of appointment by a successor Trustee as provided in this
subsection, the Authority shall mail or cause the successor Trustee to mail, by first class mail
postage prepaid, a notice of the succession of such Trustee to the trusts hereunder to each rating
agency which then maintains a rating on the Bonds and to the Bond Owners at the addresses
shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15)
days after acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mafled at the expense of the Authority.
(e) Local Agency Bond Fiscal Agent To Act As Trustee Hereunder. Notwithstanding
anything herein to the contrary, so long as the Trustee shall be the owner of the Local Agency
Bonds, no entity shall be qualified to act as the Trustee (or to act as any successor Trustee)
except the Local Agency Bond Fiscal Agent. Upon any resignation or removal of the Local
Agency Bond Fiscal Agent in accordance with the Fiscal Agent Agreement, such event shall
automatically cause the resignation or removal of the Trustee hereunder; and upon the
appointment of a successor Local Agency Bond Fiscal Agent in accordance with the Fiscal
Agent Agreement, such appointment shall automatically constitute the appointment of a
successor Trustee hereunder. Under no circumstances shall the Trustee be removed or resign
hereunder unless the Local Agency Bond Fiscal Agent shall be removed or resign as such under
and pursuant to the Fiscal Agent Agreement.
In the event that the Trustee shall no longer be the owner of the Local Agency Bonds, the
Trustee appointed under the provisions of this Section 8.01 in succession to the Trustee shall be
a trust company, federal savings association or bank having the powers of a trust company,
having (or in the case of a corporation or trust company included in a bank holding company
system, the related bank holding company shall have) a combined capital and surplus of at
least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or
state agency. If such bank, federal savings association or trust company publishes a report of
condition at least annually, pursuant to law or to the requirements of any supervising or
examining agency above referred to, then for the purpose of this subsection the combined
capital and surplus of such bank, federal savings association or trust company shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published.
In case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this subsection (e), the Trustee shall resign immediately in the manner and with
the effect specified in this Section.
SECTION 8.02. Merger or Consolidation. Any bank, federal savings association or trust
company into which the Trustee may be merged or converted or with which it may be
consolidated or any bank, federal savings association or trust company resulting from any
merger, conversion or consolidation to which it shall be a party or any bank, federal savings
association or trust company to which the Trustee may sell or transfer all or substantially all of
its corporate trust business, provided such bank, federal savings association or trust company
shall be eligible under subsection (e) of Section 8.01 shall be the successor to such Trustee,
without the execution or filing of any paper or any further act, anything herein to the contrary
notwithstanding.
SECTION 8.03. Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements
of the Authority, and the Trustee shall not assume responsibility for the correctness of the same,
or make any representations as to the validity or sufficiency of this Indenture or of the Bonds
nor shall the Trustee incur any responsibility in respect thereof, other than as expressly stated
32
herein in connection with the respective duties or obligations of the Trustee herein or in the
Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its
representations contained in its certificate of authentication on the Bonds. The Trustee makes
no representations as to the validity or sufficiency of the Indenture or of any Bonds, or in
respect of the security afforded by the Indenture and the Trustee shall incur no responsibility in
respect thereof. The Trustee shall be under no responsibility or duty with respect to: (i) the
issuance of the Bonds for value; (ii) the application of the proceeds thereof except to the extent
that such proceeds are received by it in its capacity as Trustee; or (iii) the application of any
moneys paid to the Authority or others in accordance with the Indenture except as the
application of any moneys paid to it in its capacity as Trustee. The Trustee shall not be liable in
connection with the performance of its duties hereunder, except for its own negligence or Willful
misconduct. The Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers conferred upon it
by the Indenture. The Trustee may become the Owner of Bonds with the same rights it would
have if it were not Trustee, and, to the extent permitted by law, may act as depository for and
permit any of its officers or directors to act as a member of, or in any other capacity with
respect to, any committee formed to protect the rights of Bond Owners, whether or not such
committee shall represent the Owners of a majority in aggregate principal amount of the Bonds
then Outstanding.
(b) The Trustee shall not be liable for any error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Owners of not less than a
majority in aggregate principal amount of the Bonds at the time Outstanding relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee under this Indenture.
(d) The Trustee shall not be deemed to have knowledge of any default or Event of
Default hereunder unless and until it shall have actual knowledge thereof, or shall have received
written notice thereof, at its Office. Except as otherwise provided herein, the Trustee shall not
be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein or of any of the documents executed in connection
with the Bonds, or as to the existence of a default or an Event of Default thereunder. The
Trustee shall not be responsible for the validity or effectiveness of any collateral given to or held
by it.
(e) Whether or not expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of, or affording protection to, the Trustee shall be subject to
the provisions of this Article VIII.
SECTION 8.04. Right to Rely on Documents. The Trustee shall be protected and shall
incur no liability in acting or refraining from acting in reliance upon any notice, resolution,
request, consent, order, certificate, report, opinion, bonds or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties and the
Trustee shall be under no duty to make any investigation or inquiry as to any statements
contained or matters referred to in any such instrument but may accept and rely upon the same
as conclusive evidence of the truth and accuracy of any such statement and shall be protected
in relying thereon. The Trustee may consult with counsel, who may be Bond Counsel or other
counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or
suffered by it hereunder in good faith and in accordance therewith; provided, however, the
33
Trustee shall in no event delay any payment with respect to the Bonds in anticipation of any
such opinion.
The Trustee shall not be bound to recognize any Person as the Owner of a Bond unless
and until such Bond is submitted for inspection, if required, and his title thereto is satisfactorily
established, ff disputed.
Whenever in the administration of the trusts imposed upon it -by this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a
Written Certificate of the Authority, and such Written Certificate shall be full warrant to the
Trustee for any action taken or suffered in good faith under the provisions of this Indenture in
reliance upon such Written Certificate, and the Trustee shall be protected in relying thereon but
in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as it may deem reasonable.
The Trustee shall have no responsibility or liability with respect to any information in
any offering memorandum or other disclosure material prepared or distributed with respect to
the issuance of the Bonds.
Before taking any action under Article VII or this Article at the request of the Owners,
the Trustee may require that a satisfactory indemnity bond be furnished by the Owners for the
reimbursement of all expenses to which it may be put and to protect it against all liability,
except liability which is adjudicated to have resulted from its negligence or willful misconduct in
connection with any action so taken.
AU indemnifications and releases from liability granted herein to the Trustee shall extend
to the directors, officers, employees and agents of the Trustee.
SECTION 8.05. Coml2ensation and Indemnification. In accordance with the Fiscal Agent
Agreement, the Local Agency shall pay to the Trustee from time to time all reasonable
compensation for all services rendered under this Indenture, and also all reasonable expenses,
including interest on advances, charges, legal and consulting fees, including arocable costs of in-
house counsel, and other disbursements and those of their attorneys, agents and employees,
incurred in and about the performance of their powers and duties under this Indenture. The
Local Agency has further agreed in the Fiscal Agent Agreement to indemnify and save the
Trustee harmless against any liabilities (including legal fees and expenses) which it may incur in
the exercise and performance of its powers and duties hereunder and under any related
documents, including the enforcement of any remedies and the defense of any suit, and which
are not due to its negligence or its wi@ misconduct. The obligation of the Local Agency to pay
the foregoing amounts and the duty of the Local Agency to indemnify the Trustee, in each case,
shall survive the termination and discharge of this Indenture, the Fiscal Agent Agreement, the
payment in full or defeasance of the Bonds or the removal or resignation of the Trustee, but
shall be payable solely from amounts in the Administrative Expense Fund established under the
Fiscal Agent Agreement. None of the provisions contained in the Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability in the performance
of any of its duties or in the exercise of any of its rights or powers.
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ARTICLE DC
MODIFICATION OR AMENDMENT HEREOF
SECRION 9.01. Amendments Permitted. This Indenture and the rights and obligations of
the Authority and of the Owners of the Bonds and of the Trustee may be modified or amended
from time to time and at any time by an indenture or indentures supplemental hereto, which the
Authority and the Trustee may enter into with the written consent of the Owners of a majority
in aggregate principal amount of all Bonds then Outstanding, which shall have been filed with
the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any
Bonds, or reduce the amount of principal thereof, or extend the time of payment, without the
consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds
the consent of the Owners of which is required to effect any such modification or amendment,
or (iii) permit the creation of any lien on the Revenues and other assets pledged under this
Indenture prior to or on a parity with the lien created by this Indenture or deprive the Owners of
the Bonds of the lien created by this Indenture on such Revenues and other assets (except as
expressly provided in this Indenture), without the consent of the Owners of all of the Bonds
then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the
particular form of any supplemental indenture, but it shall be sufficient ff such consent shall
approve the substance thereof. Promptly after the execution by the Authority and the Trustee of
any supplemental indenture pursuant to this section, the Trustee shall mail a notice (the fon-n of
which shall be furnished to the Trustee by the Authority), by first class mail postage prepaid,
setting forth in general terms the substance of such supplemental indenture, to the Owners of
the Bonds at the respective addresses shown on the Registration Books. Any failure to give such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.
This Indenture and the rights and obligations of the Authority, of the Trustee and the
Owners of the Bonds may also be modified or amended from time to time and at any time by
an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter
into without the consent of any Bond Owners for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority in this Indenture
contained other covenants and agreements thereafter to be observed, to pledge or assign
additional security for the Bonds (or any portion thereof), or to surrender any right or
power herein reserved to or conferred upon the Authority;
(ii) to make such provisions for the purpose of curing any ambiguity,
inconsistency or omission, or of curing or coffecting any defective provision contained in
this Indenture;
(iii) to modify, amend or supplement this Indenture in such manner as to permit
the qualification hereof under the Trust Indenture Act of 1939, as amended, or any
similar federal statute hereafter in effect, and to add such other terms, conditions and
provisions as may be permitted by said act or similar federal statute;
(iv) to modify, amend or supplement this Indenture in such manner as to cause
interest on the Bonds to be excludable from gross income for purposes of federal income
taxation by the United States of America;
(v) in any other respect whatsoever as the Authority may deem necessary or
desirable, provided that such modification or amendment does not materially adversely
35
affect the interests of the Bond Owners hereunder, in the opinion of Bond Counsel filed
with the Authority and the Trustee; and
(vi) to grant to the Trustee for the benefit of the Owners, additional rights,
remedies, powers or authority.
The Trustee shall not be required to enter into or consent to any supplemental indenture
which adversely affects the rights, obligations, powers, privileges, indemnities, immunities
provided the Trustee herein.
SECTION 9.02. Effect of Sul2l2lemental Indenture. Upon the execution of any
supplemental indenture pursuant to this Article, this Indenture shall be deemed to be modified
and amended in accordance therewith, and the respective rights, duties and obligations under
this Indenture of the Authority, the Trustee and all Owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modification and amendment, and all the terms and conditions of any such supplemental
indenture shall be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.
SECTION 9.03. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered
after the execution of any supplemental indenture pursuant to this Article may, and if the
Authority so determines shall, bear a notation by endorsement or otherwise in form approved
by the Authority as to any modification or amendment provided for in such supplemental
indenture, and, in that case, upon demand on the Owner of any Bonds Outstanding at the time
of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a
suitable notation shall be made on such Bonds. If the supplemental indenture shall so provide,
new Bonds so modified as to conform, in the opinion of the Authority, to any modification or
amendment contained in such supplemental indenture, shall be prepared and executed by the
Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds
then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond
Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal
aggregate principal amount of the same interest rate and maturity.
SECTION 9.04. Amendment of Particular Bonds. The provisions of this Article shall not
prevent any Bond Owner from accepting any amendment as to the particular Bonds held by
such Owner.
SECTION 9.05. Attomey's 012inion Re: Sul2l2lemental Agreements. The Trustee may
obtain an opinion of counsel that any supplemental indenture complies with the provisions of
this Article D( and the Trustee may conclusively rely upon such opinion.
36
ARTICLE X
DEFEASANCE
SECTION 10.01. Discharge of Indenture. The Bonds may be paid by the Authority in any
of the following ways, provided that the Authority also pays or causes to be paid any other
sums payable hereunder by the Authority:
(a) by paying or causing to be paid the principal of, premium, if any, and interest on the
Bonds, as and when the same become due and payable;
(b) by depositing with the Trustee, in trust (pursuant to an escrow agreement), at or
before maturity, money or securities in the necessary amount (as provided in Section 10.03) to
pay or redeem all Bonds then Outstanding; or
(c) by delivering to the Trustee, for cancellation by it, all of the Bonds then Outstanding.
If the Authority shall also pay or cause to be paid all other sums payable hereunder by
the Authority including without limitation any compensation due and owing the Trustee
hereunder, then and in that case, at the election of the Authority (evidenced by a Written
Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to
discharge all such indebtedness and this Indenture), and notwithstanding that any Bonds shall
not have been surrendered for payment, this Indenture and the pledge of Revenues and other
assets made under this Indenture and all covenants, agreements and other obligations of the
Authority under this Indenture shall cease, terminate, become void and be completely
discharged and satisfied, except for the provisions of Section 6.10(d). In such event, upon the
Written Request of the Authority, and upon receipt of a Written Certificate of an Authorized
Representative of the Authority and an opinion of Bond Counsel acceptable to the Trustee, each
to the effect that all conditions precedent herein provided for relating to the discharge and
satisfaction of the obligations of the Authority have been satisfied, the Trustee shall cause an
accounting for such period or periods as may be requested by the Authority to be prepared and
filed with the Authority and shall execute and deliver to the Authority all such instruments as
may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall
pay over, transfer, assign or deliver all moneys or securities or other property held by it
pursuant to this Indenture, which are not required for the payment or redemption of Bonds not
theretofore surrendered for such payment or redemption, to the Authority.
SECTION 10.02. Discharge of Liability on Bonds. Upon the deposit with the Trustee, in
trust, at or before maturity, of money or securities in the necessary amount (as provided in
Section 10.03) to pay or redeem any or all Outstanding Bonds (whether upon or prior to the
maturity or the redemption date of such Bonds), provided that, if such Bonds are to be
redeemed prior to maturity, notice of such redemption shall have been given as provided in
Article IV or provision satisfactory to the Trustee shall have been made for the giving of such
notice, then all liability of the Authority in respect of such Bonds shall cease, terminate and be
completely discharged, and the Owners thereof shall thereafter be entitled only to payment out
of such money or securities deposited with the Trustee as aforesaid for their payment, subject,
however, to the provisions of Section 10.04.
The Authority may at any time surrender to the Trustee for cancellation by the Trustee
any Bonds previously issued and delivered, which the Authority may have acquired in any
manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to
be paid and retired.
37
SECTION 10.03. Del2osit of Money or Securities with Trustee. Whenever in this Indenture
it is provided or permitted that there be deposited with or held in trust by the Trustee money or
securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be
deposited or held may include money or securities held by the Trustee in the funds and
accounts established pursuant to this Indenture and shall be--
(a) Lawful money of the United States of America, in an amount equal to the principal
amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of
Bonds which are to be redeemed prior to maturity and in respect of which notice of such
redemption shall have been given as provided in Article IV or provision satisfactory to the
Trustee shall have been made for the giving of such notice, the amount to be deposited or held
shall be the principal amount of such Bonds, premium, ff any, and all unpaid interest thereon to
the redemption date; or
(b) Non-callable Defeasance Obligations, the principal of, premium, if any, and interest
on which when due, in the opinion or report of Bond Counsel or an independent accountant
selected by the Authority, will provide money sufficient to pay the principal of and all unpaid
interest to maturity, or to the redemption date, as the case may be, on the Bonds to be paid or
redeemed, as such principal and interest become due, provided that in the case of Bonds which
are to be redeemed prior to the maturity thereof, notice of such redemption shall have been
given as provided in Article IV or provision satisfactory to the Trustee shall have been made for
the giving of such notice;
provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of
this Indenture or by Written Request of the Authority) to apply such ftmds to the payment of
such principal, premium, if any, and interest with respect to such Bonds, and provided further,
in each case, which instructions the Trustee shall be entitled to rely on and shall be protected in
relying thereon.
SECTION 10.04. Payment of Bonds After Discharge of Indenture. Notwithstanding any
provisions of this Indenture, any moneys held by the Trustee in trust for the payment of the
principal of, or interest on, any Bonds and remaining unclaimed for two (2) years after the
principal of all of the Bonds has become due and payable (whether at maturity or upon call for
redemption or by acceleration as provided in this Indenture), if such moneys were so held at
such date, or two (2) years after the date of deposit of such moneys ff deposited after said date
when all of the Bonds became due and payable, shall be repaid to the Authority free from the
trusts created by this Indenture, and all liability of the Trustee with respect to such moneys
shall thereupon cease; provided, however, that before the repayment of such moneys to the
Authority as aforesaid, the Trustee may (at the cost of the Authority) mail, by first class mail
postage prepaid, to the Owners of Bonds which have not yet been paid, at the respective
addresses shown on the Registration Books, a notice, in such form as may be deemed
appropriate by the Trustee with respect to the Bonds so payable and not presented and with
respect to the provisions relating to the repayment to the Authority of the moneys held for the
payment thereof.
38
ART'ICLE)A
MISCELLANEOUS
SECTION 11.01. Liability of Authority Limited to Revenues. Notwithstanding anything
in this Indenture or in the Bonds contained, neither the Authority nor any member thereof shall
be required to advance any moneys derived from any source other than the Revenues and other
assets pledged under this Indenture for any of the purposes in this Indenture mentioned,
whether for the payment of the principal of or interest on the Bonds or for any other purpose of
this Indenture.
SECTION 11.02. Successor Is Deemed Included in All References to Predecessor.
Whenever in this Indenture either the Authority or the Trustee is named or referred to, such
reference shall be deemed to include the successors or assigns thereof, and all the covenants and
agreements in this Indenture contained by or on behalf of the Authority or the Trustee shall bind
and inure to the benefit of the respective successors and assigns thereof whether so expressed or
not.
SECTION 11-03. Limitation of Rights to Parties and Bond Owners. Nothing in this
Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any
Person other than the Authority, the Trustee, the Local Agency and the Owners of the Bonds,
any legal or equitable right, remedy or claim under or in respect of this Indenture or any
covenant, condition or provision therein or herein contained; and all such covenants, conditions
and provisions are and shall be held to be for the sole and exclusive benefit of the Authority,
the Trustee, the City and the Owners of the Bonds.
SECTION 11.04. Waiver of Notice; Requirement of Mailed Notice. Whenever in this
Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be
waived in writing by the Person entitled to receive such notice and in any such case the giving or
receipt of such notice shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. Whenever in this Indenture any notice shall be required to be given by
mail, such requirement shall be satisfied by the deposit of such notice in the United States mail,
postage prepaid, by first class mail.
SECTION 11.05. Destruction of Bonds. Whenever in this Indenture provision is made for
the cancellation by the Trustee of any Bonds, the Trustee may destroy such Bonds in
accordance with its retention policy then in effect.
SECTION 11.06. Severability of Invalid Provisions. If any one or more of the provisions
contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or
unenforceable in any respect, then such provision or provisions shall be deemed severable from
the remaining provisions contained in this Indenture and such invalidity, illegality or
unenforceabihty shall not affect any other provision of this Indenture, and this Indenture shall
be construed as ff such invalid or illegal or unenforceable provision had never been contained
herein. The Authority hereby declares that it would have entered into this Indenture and each
and every other Section, paragraph, sentence, clause or phrase hereof and authorized the
issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections,
paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or
unenforceable.
SECTION 11.07. Notices. All notices or communications herein required or permitted to
be given to the Authority or the Trustee shall be in writing and shall be deemed to have been
sufficiently given or served for all purposes by being delivered or sent by telecopy or by being
39
deposited, postage prepaid, in a United States mail post office letter box, addressed as
follows:
If to the Authority: Old Town/Westside Improvement Authority
c/o City of Temecula
43200 Business Park Drive
P. 0. Box 9033
Temecula, CA 92589-9033
Attention: Treasurer
with a copy to: City of Temecula
43200 Business Park Drive
P. 0. Box 9033
Temecula, CA 92589-9033
Attention:Finance Director
If to the Trustee:First Trust of California, National Association
550 South Hope Street, Suite 500
Los Angeles, CA 90071
Attention: Corporate Trust Department
SECTION 11.08. Evidence of Rights of Bond Owners. Any request, consent or other
instrument required or permitted by this Indenture to be signed and executed by Bond Owners
may be in any number of concurrent instruments of substantially similar tenor and shall be
signed or executed by such Bond Owners in Person or by an agent or agents duly appointed in
writing. Proof of the execution of any such request, consent or other instrument or of a writing
appointing any such agent, or of the holding by any Person of Bonds transferable by delivery,
shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the
Trustee and the Authority ff made in the manner provided in this Section.
The fact and date of the execution by any Person of any such request, consent or other
instrument or writing may be proved by the certificate of any notary public or other officer of
any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying
that the Person signing such request, consent or other instrument acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution duly sworn to before such
notary public or other officer.
The ownership of registered Bonds shall be proved by the Registration Books.
Any request, consent, or other instrument or writing of the Owner of any Bond shall bind
every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor
or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the
Authority in accordance therewith or reliance thereon.
SECTION 11.09. Disqualified Bonds. In determining whether the Owners of the requisite
aggregate principal amount of Bonds have concurred in any demand, request, direction, consent
or waiver under this Indenture, Bonds which are owned or held by or for the account of the
Authority or the Local Agency, or by any other obligor on the Bonds, or by any Person directly
or indirectly controlling or controlled by, or under direct or indirect common control with, the
Authority or the Local Agency or any other obligor on the Bonds, shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination; provided, however,
that the Trustee shall not be deemed to have knowledge that any Bond is owned by the
Authority or the Local Agency or any such obligor or affiliate unless the Authority or Local
Agency is the registered Owner thereof or the Trustee has received written notice that any other
40
registered Owner is owned by the Authority or Local Agency or such an obligor or affiliate.
Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the
purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the
pledgee's right to vote such Bonds and that the pledgee is not a Person directly or indirectly
controlling or controlled by, or under direct or indirect common control with, the Authority or
the Local Agency or any other obligor on the Bonds. In case of a dispute as to such right, in any
decision by the Trustee, the Trustee shall be entitled to rely upon the advice of counsel and shall
be fully protected in relying thereon. Upon request, the Authority shall specify to the Trustee
those Bonds disqualified pursuant to this Section 11.09.
SECTION 11.10. Money Held for Particular Bonds. The money held by the Trustee for the
payment of the interest, principal or premium due on any date with respect to particular Bonds
(or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date
and pending such payment, be set aside on its books and held in trust by it for the Owners of
the Bonds entitled thereto, subject, however, to the provisions of Section 10.04 but without any
liability for interest thereon.
SECTION 11.11. Funds and Accounts. Any fund or account required by this Indenture to
be established and maintained by the Trustee may be established and maintained in the
accounting records of the Trustee, either as a fund or an account, and may, for the purposes of
such records, any audits thereof and any reports or statements with respect thereto, be treated
either as a fund or as an account; but all such records with respect to all such funds and
accounts shall at all times be maintained in accordance with industry standards to the extent
practicable, and with due regard for the requirements of Section 6.05 and for the protection of
the security of the Bonds and the rights of every Owner thereof.
SECTION 11.12. Payment on Non-Business Days. In the event any payment is required
to be made hereunder on a day which is not a Business Day, such payment shall be made on the
next succeeding Business Day.
SECTION 11.13. Waiver of Personal Liability. No member, officer, agent or employee of
the Authority shall be individually or personally liable for the payment of the principal of or
premium or interest on the Bonds or be subject to any personal liability or accountability by
reason of the issuance thereof; but nothing herein contained shall relieve any such member,
officer, agent or employee from the performance of any official duty provided by law or by this
Indenture.
SECTION 11.14. Execution in Several Counterparts. This Indenture may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original; and all such counterparts, or as many of them as the Authority and the Trustee
shall preserve undestroyed, shall together constitute but one and the same instrument.
SECTION 11.15. Governing Laws. This Indenture shall be governed by and construed in
accordance with the laws of the State of California.
41
IN WITNESS WHEREOF, the OLD TOWN/WEST'SIDE IMPROVEMENT AUTHORITY
has caused this Indenture to be signed in its name by its Executive Director and attested by its
Secretary, and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, in token of its
acceptance of the trusts created hereunder, has caused this Indenture to be signed in its
corporate name by its officer thereunto duly authorized, all as of the day and year first above
written.
OLD TOWN/WEST'SIDE IMPROVEMENT
AUTHORITY
By
Executive Director
Attest:
Secretary
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION, as Trustee
By
Authorized Officer
30043-Ol:j2367
42
@BITA
FORMOFBOND
No. $
OLD TOWN/WESTSIDE EMPROVEN4ENT AUTHORITY
1996 LOCAL AGENCY REVENUE BOND
(OLD TOWN AREA)
RATE OF INTEREST: MATURM DATE: DATED DATE: CUS,
% 11- 1,1996
REGISTERED OWNER:
PPJNCIPAL AMOUNT:
The OLD TOWN/WESTSIDE IMPROVEMENT AUTHORITY, a joint powers authority
organized and existing under the laws of the State of California (the "Authority"), for value
received, hereby promises to pay (but only out of the Revenues and other moneys and securities
hereinafter referred to) to the Registered Owner identified above or registered assigns (the
"Registered Owner"), on the Maturity Date identified above or on any earlier redemption date,
the Principal Amount identified above in lawful money of the United States of America; and to
pay interest thereon at the Rate of Interest identified above in like lawful money from the date
hereof, which date shall be the Interest Payment Date (as hereinafter defined) next preceding
the date of authentication of this Bond (unless this Bond is authenticated on or before an
Interest Payment Date and after the fifteenth calendar day of the month preceding such Interest
Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless
this Bond is authenticated on or prior to - 15, 1997, in which event it shall bear interest
from the Dated Date identified above; provided, however, that if, at the time of authentication of
this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest
Payment Date to which interest hereon has previously been paid or made available for
payment), payable semiannually on - 1 and 1 in each year, commencing
1, 1997 (the "Interest Payment Dates"), until payment of such Principal Amount in
full. The Principal Amount hereof is payable upon surrender hereof upon maturity or earlier
redemption at the corporate trust office (the "Trust Office") of First Trust of California,
National Association, as trustee (the "Trustee"), in Los Angeles, California or such other place
as designated by the Trustee. Interest on any Bond which is not punctually paid or duly
provided for on any Interest Payment Date shall be payable to the person in whose name the
ownership of such Bond is registered on the registration books at the close of business on a
special record date to be established by the Trustee for the payment of such defaulted interest
to be fixed by the Trustee, notice of which shall be given to such Registered Owner not less than
ten (10) days prior to such special record date. Interest hereon is payable by check of the
Trustee mafled by first class mail on each Interest Payment Date to the Registered Owner hereof
at the address of the Registered Owner as it appears on the Registration Books of the Trustee as
of the close of business on the fifteenth calendar day of the month preceding such Interest
Payment Date (the "Record Date"); provided that at the written request of the registered owner
of at least $1,000,000 aggregate principal amount of Bonds which written request is on file with
the Trustee as of any Record Date, interest on such Bonds shall be paid on the succeeding
Exhibit A
Page 1
Interest Payment Date by wire transfer to such account in the United States as shall be
specified in such written request.
This Bond is one of a duly authorized issue of bonds of the Authority designated the
"Old Town/Westside Improvement Authority 1996 Local Agency Revenue Bonds (Old Town
Area)" (the "Bonds"), limited in principal amount to dollars
($___), secured by an Indenture of Trust, dated as of December 1, 1996, (the
"Indenture") by and between the Authority and the Trustee. Reference is hereby made to the
Indenture and all indentures supplemental thereto for a description of the rights thereunder of
the registered owners of the Bonds, of the nature and extent of the Revenues (as that term is
defined in the Indenture), of the rights, duties and immunities of the Trustee and of the rights
and obligations of the Authority thereunder; and all of the terms of the Indenture are hereby
incorporated herein and constitute a contract between the Authority and the Registered Owner
hereof, and to all of the provisions of which Indenture the Registered Owner hereof, by
acceptance hereof, assents and agrees.
The Bonds are authorized to be issued pursuant to the provisions of the Marks-Roos
Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of
Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended from time to
time (the "Bond Law"). The Bonds are special obligations of the Authority and, as and to the
extent set forth in the Indenture, are payable solely from and secured by a first lien on and
pledge of the Revenues and certain other moneys and securities held by the Trustee as provided
in the Indenture. All of the Bonds are equally secured by a pledge of, and charge and lien upon,
all of the Revenues and such other moneys and securities, and the Revenues and such other
moneys and securities constitute a trust fund for the security and payment of the principal of
and interest on the Bonds. The full faith and credit of the Authority is not pledged for the
payment of the principal of or interest or redemption premiums (if any) on the Bonds. The
Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon,
any of the property of the Authority or any of its income or receipts, except the Revenues and
such other moneys and securities as provided in the Indenture.
The Bonds have been issued to provide funds to acquire certain community facilities
district bonds (the "Local Agency Bonds") issued by the Old Town/Westside Community
Facilities District Financing Authority (the "Local Agency") consisting of the Local Agency's
Community Facilities District No. 1 (Old Town Area Public Improvements) 1996 Special Tax
Bonds in the initial aggregate principal amount of $ . The Revenues which secure the
Bonds and from which the Bonds are payable consist primarily of amounts derived from
payments of principal of and interest on the Local Agency Bonds, as more fully set forth in the
Indenture.
The Bonds maturing on or after September 1, 2002 shall be subject to optional
redemption in whole, or in part among maturities on such basis as shall be designated by the
Authority in a written certificate of the Authority filed with the Trustee, on any Interest
Payment Date on or after September 1, 2001, upon not less than forty-five (45) days prior
written notice to the Trustee, at the following respective redemption prices (expressed as
percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon
to the date of redemption:
Redeml2tion Dates Red=tion Price
September 1, 2001 and March 1, 2002 102%
September 1, 2002 and March 1, 2003 101
September 1, 2003 and thereafter 100
Exhibit A
Page 2
The Bonds shall be subject to mandatory redemption, in whole, or in part among
maturities on the same basis as the Local Agency Bonds are redeemed and by lot within a
maturity, on any Interest Payment Date on or after September 1, 2001, from and to the extent of
any principal prepayments, at the following respective redemption prices (expressed as
percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon
to the date of redemption:
Redemption Dates Redmption Price
September 1, 2001 and March 1, 2002 102%
September 1, 2002 and March 1, 2003 101
September 1, 2003 and thereafter 100
The Bonds maturing on September 1, 2026, shall also be subject to mandatory sinking
fund redemption in whole, or in part by lot, on September 1 in each year commencing September
1, . at a redemption price equal to the principal amount thereof to be redeemed, without
premium, plus accrued interest to the date of redemption, in the aggregate respective principal
amounts and on September 1 in the respective years as set forth in the following table; provided,
however, that ff some but not all of the Bonds have been redeemed in accordance with the
preceding paragraph, the total amount of all future sinking fund payments shall be reduced by
the aggregate principal amount of the Bonds so redeemed, to be allocated among maturities
such that the aggregate of the principal and interest due on the Local Agency Bonds which
remain outstanding following such redemption is sufficient in time and amount to timely pay
the principal and interest due on the Bonds which remain outstanding following such
redemption as determined by the Authority (notice of which determination shall be given by the
Authority to the Trustee and the Local Agency):
Sinking Fund Sinking Fund
Redemption Date Principal Amount Redemption Date Principal Amount
(S@tember 11 to be Redeemed (Sgptember 1) to be Redeemed
1997 [to come] 2012 [to come]
1998 2013
1999 2014
2000 2015
2001 2016
2002 2017
2003 2018
2004 2019
2005 2020
2006 2021
2007 2022
2008 2023
2009 2024
2010 2025
2011 2026 (maturity)
The Bonds shall be subject to mandatory redemption in part on any Interest Payment
Date, at a redemption price equal to the principal amount thereof to be redeemed together with
accrued interest to the date fixed for redemption from the proceeds of a mandatory redemption
of the Local Agency Bonds pursuant to the excess improvement fund redemption provisions of
the Fiscal Agent Agreement.
In the event that the Local Agency Bond Fiscal Agent or the Local Agency shall provide
notice of the redemption of any Local Agency Bonds under Section 2.03(A)(iii) of the Fiscal
Agent Agreement, the Trustee shall concurrently mail notice of the redemption of a like
Exhibit A
Page 3
aggregate principal amount of Bonds pursuant to this subsection (C)(ii), such redemption to
occur on the date fixed for such redemption of the Local Agency Bonds. The proceeds of any
such redemption of the Local Agency Bonds shall be applied by the Trustee to pay the
Redemption Price of a like aggregate principal amount of the Bonds pursuant to this subsection
(C)(ii) on the date of such prepayment of the Local Agency Bonds.
The Trustee on behalf and at the expense of the Authority shall mail (by first class mafl)
notice of any redemption to the respective registered owners of any Bonds designated for
redemption, at their respective addresses appearing on the registration books maintained by the
Trustee, and to the securities depositories and information services specified in the Indenture, at
least thirty (30) but not more than sixty (60) days prior to the redemption date; provided,
however, that neither failure to receive any such notice so mailed nor any defect therein shall
affect the validity of the proceedings for the redemption of such Bonds or the cessation of the
accrual of interest thereon. The redemption price of the Bonds to be redeemed shall be paid only
upon presentation and surrender thereof at the Trust Office of the Trustee. From and after the
date fixed for redemption of any Bonds, interest on such Bonds win cease to accrue.
The Bonds are issuable as fully registered Bonds without coupons in denominations of
$5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the
charges, ff any, provided in the Indenture, fully registered Bonds may be exchanged at the Trust
Office of the Trustee for a like aggregate principal amount and maturity of fully registered
Bonds of other authorized denominations.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney
duly authorized in writing, at the Trust Office of the Trustee, but only in the manner, subject to
the limitations and upon payment of the charges provided in the Indenture, and upon surrender
and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of
authorized denomination or denominations, for the same aggregate principal amount and of the
same maturity will be issued to the transferee in exchange herefor. The Authority and the
Trustee may treat the Registered Owner hereof as the absolute registered owner hereof for all
purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.
The Indenture and the rights and obligations of the Authority and of the registered
owners of the Bonds and of the Trustee may be modified or amended from time to time and at
any time in the manner, to the extent, and upon the terms provided in the Indenture; provided
that no such modification or amendment shall (a) extend the maturity of or reduce the interest
rate on any Bond or the amount of principal thereof without the express written consent of the
registered owner of such Bond, (b) reduce the percentage of Bonds required for the written
consent to any such amendment or modification, or (c) permit the creation of any lien on the
Revenues and other assets pledged under the Indenture, or deprive the Bond owners of the hen
created under the Indenture on the Revenues and such other assets, without the consent of the
registered owners of all outstanding Bonds.
Unless this bond is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Authority or its agent for registration of
transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
It is hereby certified by the Authority that all things, conditions and acts required to
exist, to have happened and to have been performed precedent to and in the issuance of this
Exhibit A
Page 4
Bond do exist, have happened and have been performed in due time, form and manner as
required by the Constitution and statutes of the State of California and by the Bond Law and
the amount of this Bond, together with all other indebtedness of the Authority, does not exceed
any limit prescribed by the Constitution or statutes of the State of California or by the Bond
Law.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose, until the certificate of authentication hereon shall have been
manually signed by the Trustee.
Unless this bond is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Authority or its agent for registration of
transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name
and on its behalf by the facsimile signatures of its Chairperson and Secretary all as of the Dated
Date identified above.
OLD TOWN/WEST'SIDE IMPROVEMENT
AUTHORITY
By
Chairperson
[S E A LI
Attest:
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Indenture and registered on
the Registration Books.
Date:
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION, as Trustee
By
Authorized Signatory
Exhibit A
Page 5
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number)
the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s)
attorney,
to transfer the same on the registration books of the Trustee with full power of substitution in
the premises.
Dated:
Signature Guaranteed:
Note:Signature(s) must be guaranteed by an eligible
guarantor.
Note:The signatures on this Assignment must
correspond with the name(s) as Written on the
face 6f the within Bond in every particular
without alteration or enlargement or any change
whatsoever.
Exhibit A
Page 6