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031015 CC Agenda
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 (951) 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 REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA MARCH 10, 2015 — 7:00 PM At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 P.M. There Will Be No Closed Session Next in Order: Ordinance: 15-02 Resolution: 15-15 CALL TO ORDER: Mayor Jeff Comerchero Prelude Music: Michael May Invocation: Reverend Dr. Jeff Saville Flag Salute: Council Member Maryann Edwards ROLL CALL: Edwards, Naggar, Rahn, Washington, Comerchero PRESENTATIONS/PROCLAMATIONS Presentation of Watercolor Painting to the City of Temecula by Sydney Edmond Certificate of Achievement Presented to Megan Leigh Congdon for Earning the Girl Scout Gold Award 1 PUBLIC COMMENTS A total of 30 minutes is provided so members of the public may address the City Council on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the City Council on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form must be filled out and filed with the City Clerk prior to the City Council addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business items on the agenda, a Request to Speak form must be filed with the City Clerk prior to the City Council addressing that item. Each speaker is limited to five minutes. 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, 10 minutes will be devoted to these reports. CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. 1 Waive Reading of Standard Ordinances and Resolutions RECOMMENDATION: 1.1 That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2 Approve the Action Minutes of February 24, 2015 RECOMMENDATION: 2.1 That the City Council approve the Action Minutes of February 24, 2015. 3 Approve the List of Demands RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: 2 RESOLUTION NO. 15- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 Approve the City Treasurer's Report as of January 31, 2015 RECOMMENDATION: 4.1 That the City Council approve and file the City Treasurer's Report as of January 31, 2015. 5 Authorize the Mayor to Send a Letter of Support in Regards to AB 288 (Holden) and a Letter of Opposition in Regards to AB 278 (Hernandez) RECOMMENDATION: 5.1 That the City Council authorize the Mayor, on behalf of the City, to send a letter of support in regards to AB 288 (Holden) and a letter of opposition in regards to AB 278 (Hernandez). 6 Approve an Agreement with Buxton for an Economic Development Retail Recruitment Report RECOMMENDATION: 6.1 That the City Council approve an Agreement with Buxton, in the amount of $40,000, for an Economic Development Retail Recruitment Report. 7 Approve Insurance Brokerage Services Agreement with Arthur J. Gallagher & Co. for the Provision of Insurance Brokerage Services RECOMMENDATION: 7.1 Approve a one (1) year agreement with Arthur J. Gallagher & Co., in the amount of $50,000, for the provision of Insurance Brokerage Services. 7.2 Authorize the City Manager to renew four (4) additional one (1) year term amendments for a five (5) year total agreement amount of $260,000. 8 Adopt the 2012 City of Temecula Local Hazard Mitigation Plan Annex to the Riverside County Operational Area Multi -Jurisdictional Local Hazard Mitigation Plan RECOMMENDATION: 8.1 That the City Council adopt a resolution entitled: 3 RESOLUTION NO. 15- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING THE 2012 CITY OF TEMECULA LOCAL HAZARD MITIGATION PLAN ANNEX TO THE RIVERSIDE COUNTY OPERATIONAL AREA MULTI - JURISDICTIONAL LOCAL HAZARD MITIGATION PLAN 9 Approve Extension of Performance Dates in the Schedule of Performance for Phase 3 of the Owner Participation Agreement That Governs the Madera Vista Project Located at 44155 Margarita Road RECOMMENDATION: 9.1 That the City Council approve a 24 -month extension of the performance dates on the Schedule of Performance for Phase 3 of the Owner Participation Agreement between the City of Temecula as the Housing Successor to the Redevelopment Agency of the City of Temecula and Summerhouse Housing Associates, L.P., and authorize the City Manager to enter into and execute on behalf of the City such agreements and documents as may be necessary to implement this extension. ******************** RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY, THE TEMECULA HOUSING AUTHORITY, AND THE TEMECULA PUBLIC FINANCING AUTHORITY ******************** 4 TEMECULA COMMUNITY SERVICES DISTRICT MEETING Next in Order: Ordinance: CSD 15-01 Resolution: CSD 15-02 CALL TO ORDER: President Chuck Washington ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar, Rahn, Washington CSD PUBLIC COMMENTS A total of 30 minutes is provided so members of the public may address the Board of Directors on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board of Directors on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form must be filled out and filed with the City Clerk prior to the Board of Directors addressing Public Comments and the Consent Calendar. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or District Business items on the agenda, a Request to Speak form must be filed with the City Clerk prior to the Board of Directors addressing that item. Each speaker is limited to five minutes. CSD 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 Temecula Community Services District request specific items be removed from the Consent Calendar for separate action. 10 Approve the Action Minutes of February 24, 2015 RECOMMENDATION: 10.1 That the Board of Directors approve the action minutes of February 24, 2015. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT Next regular meeting: Tuesday, March 24, 2015, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. 5 SUCCESSOR AGENCY TO THE TEMECULA REDEVELOPMENT AGENCY — no meeting TEMECULA HOUSING AUTHORITY — no meeting TEMECULA PUBLIC FINANCING AUTHORITY — no meeting 6 RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARING Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of the hearing. If you challenge any of the project(s) in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondence delivered to the City Clerk at, or prior to, the public hearing. 11 Conduct Proceedings to Disestablish the Existing Temecula Valley Tourism Business Improvement District (TVTBID) Established Pursuant to the Property and Business Improvement Area Law of 1989 RECOMMENDATION: 11.1 That the City Council hold a public hearing and consider: ORDINANCE NO. 15 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA DISESTABLISHING THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT AND AMENDING THE TEMECULA MUNICIPAL CODE BY DELETING CHAPTER 3.40 IN ITS ENTIRETY CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT Next regular meeting: Tuesday, March 24, 2015, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The agenda packet (including staff reports and public Closed Session information) will be available for public viewing in the Main Reception area at the Temecula Civic Center (41000 Main Street, Temecula) after 4:00 PM the Friday before the City Council meeting. At that time, the agenda packet may also be accessed on the City's website — www.cityoftemecula.org — and will be available for public viewing at the respective meeting. Supplemental material received after the posting of the Agenda Any supplemental material distributed to a majority of the City Council regarding any item on the agenda, after the posting of the agenda, will be available for public viewing in the Main Reception area at the Temecula Civic Center (41000 Main Street, Temecula, 8:00 AM — 5:00 PM). In addition, such material will be made available on the City's website — www.cityoftemecula.orq — and will be available for public review at the respective meeting. If you have questions regarding any item on the agenda for this meeting, please contact the City Clerk's Department, (951) 694- 6444. 7 PRESENTATIONS The City of Temecula Certificate of Achievement The City Council of the City of Temecula commends the outstanding achievement of Megan Leigh Congdon We congratulate Megan for receiving the Girl Scout Gold Award, which is the highest achievement earned in Girl Scouting. We are proud of Megan's accomplishment and wish her continued success in her promising and bright future. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this tenth clay of March, 2015. Jeff Comerchero, Mayor Randi Johl-Olson, City Clerk COUNCIL CONSENT CALENDAR Item No. 1 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl-Olson, City Clerk DATE: March 10, 2015 SUBJECT: Waive Reading of Standard Ordinances and Resolutions PREPARED BY: Randi Johl-Olson, City Clerk RECOMMENDATION: That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. BACKGROUND: The City of Temecula is a general law city formed under the laws of the State of California. With respect to adoption of ordinances and resolutions, the City adheres to the requirements set forth in the Government Code. Unless otherwise required, the full reading of the text of standard ordinances and resolutions is waived. FISCAL IMPACT: None ATTACHMENTS: None Item No. 2 ACTION MINUTES TEMECULA CITY COUNCIL REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET TEMECULA, CALIFORNIA FEBRUARY 24, 2015 — 7:00 PM The City Council meeting convened at 7:00 P.M. CALL TO ORDER: Mayor Jeff Comerchero Prelude Music: Katherine Shepherd, Claire Nguyen, Abigail Phan, and Ethan Phan Invocation: Senior Pastor Sandy Bentz of Hope Lutheran Church Flag Salute: Mayor Pro Tem Chuck Washington ROLL CALL: Edwards, Naggar, Rahn, Washington, Comerchero PRESENTATIONS/PROCLAMATIONS Certificates of Achievement Presented to Trevor Holloway, Conner Hull, and Andrew Sarkis of Troop #324 and Matthew Loper of Troop #384 for Attaining the Rank of Eagle Scout Temecula Valley Council PTA Month Proclamation Circus Vargas Days Proclamation "Temecula Has Heart ...Because Nice Matters Year" Proclamation PUBLIC COMMENTS The following individual addressed the City Council: • Gayle Hoxter CITY COUNCIL REPORTS CONSENT CALENDAR 1 Waive Reading of Standard Ordinances and Resolutions - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. Action Minutes 022415 1 RECOMMENDATION: 1.1 That the City Council waive the reading of the text of all standard ordinances and resolutions included in the agenda except as specifically required by the Government Code. 2 Approve the Action Minutes of February 10, 2015 - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 2.1 That the City Council approve the action minutes of February 10, 2015. 3 Approve the List of Demands - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 3.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 15-11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 Approve Fiscal Year 2014-15 Mid -Year Budget Adjustments - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 4.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 15-12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2014-15 ANNUAL OPERATING BUDGET 5 Adopt Resolution Approving Revisions to the Established Citywide Record Retention Schedule - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. Action Minutes 022415 2 RECOMMENDATION: 5.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 15-13 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING REVISIONS TO THE ESTABLISHED CITYWIDE RECORD RETENTION SCHEDULE AND REPEALING RESOLUTION NO. 07-02 6 Designate the Inspirational Language for Special Needs Playground at Margarita Community Park (At the Request of the Inclusive Play Structure Ad Hoc Subcommittee Members Comerchero and Naggar) - Approved Staff Recommendation (5-0) Council Member Naggar made the motion; it was seconded by Councilmember Washington; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 6.1 That the City Council designate the inspirational and inclusive language, "Welcome to All the Children of Temecula — Come Play — Come Soar... We Expect Great Things From You" for the new Special Needs playground and splash pad feature of Margarita Community Park. 7 Accept the Improvements and Notice of Completion for Roripaugh Ranch Street Improvements Phase II, PW09-02 - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 7.1 Accept the improvements constructed as part of this project as complete; 7.2 Direct the City Clerk to file and record the Notice of Completion, and hold the Performance Bond for a one year period until June 4, 2015, in lieu of a Maintenance Bond for the project; 7.3 Release the Labor and Material Bond seven months after recordation of the Notice of Completion if no liens have been filed. 8 Accept the Improvements and Notice of Completion for the Community Recreation Center Ornamental Picket Fence Replacement, PW12-21 - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. Action Minutes 022415 3 RECOMMENDATION: 8.1 Accept the Community Recreation Center Ornamental Picket Fence Replacement project, PW 12-21, as complete; 8.2 Direct the City Clerk to file and record the Notice of Completion and release the Performance Bond. 9 Accept the Improvements and Notice of Completion for the Community Recreation Center Mechanical Renovation, PW13-06 - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 9.1 Accept the Community Recreation Center Mechanical Renovation project, PW 13-06, as complete; 9.2 Direct the City Clerk to file and record the Notice of Completion, release the Performance Bond, and accept a one year Maintenance Bond in the amount of 10% of the final contract amount; 9.3 Release the Labor and Materials Bond seven months after filing of the Notice of Completion if no liens have been filed. 10 Approve the Agreement for Minor Maintenance Services with VN Enterprises, Inc., for Engineered Wood Playground Fiber and General Mulch - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 10.1 That the City Council approve the Agreement for Minor Maintenance Services with VN Enterprises, Inc., in the amount of $100,000, for delivery and placement of Engineered Wood Playground Fiber (Wood Chips) in Park Play Areas and General Mulch in Landscape Areas at various locations for Fiscal Year 2014-15. 11 Approve the Second Amendment to the Agreement for Consultant Services with Moffatt & Nichol Engineers for French Valley Parkway Interchange — Phase I, PW07-04 - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. Action Minutes 022415 4 RECOMMENDATION: 11.1 That the City Council approve the Second Amendment to the Agreement for Consultant Services with Moffatt & Nichol Engineers, in the amount of $30,000, for additional engineering and construction support for the French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements — Phase I, PW07-04. 12 Grant Two Non -Exclusive Easements to Rancho California Water District in Connection with the Installation of a Pump -to -Waste Pipeline Extension at the District's Well Site No. 216 (Ronald Reagan Sports Park) - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 12.1 That the City Council adopt a resolution entitled: RESOLUTION NO. 15-14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF TEMECULA AND RANCHO CALIFORNIA WATER DISTRICT IN CONNECTION WITH GRANT OF NON- EXCLUSIVE EASEMENTS FOR RANCHO CALIFORNIA WATER DISTRICT'S WELL NO. 216 PUMP -TO -WASTE PIPELINE EXTENSION (ASSESSOR'S PARCEL NUMBER 945-050-014) 12.2 Authorize the City Manager to approve and execute any necessary documents, including the Forms of Grant of Easement and Grant of Access Easement attached to the Purchase and Sale Agreement, and to take all necessary actions to complete the two grant of non-exclusive easements to Rancho California Water District, including without limitations, all escrow instructions. 13 Accept the Substitute Agreements and Bonds for Public Improvements in Tract No. 29661-2 (Located Southwesterly of the Intersection of Murrieta Hot Springs Road and Pourroy Road) - Approved Staff Recommendation (5-0) Council Member Washington made the motion; it was seconded by Councilmember Edwards; and electronic vote reflected approval by Council Members Edwards, Naggar, Rahn, Washington and Comerchero. RECOMMENDATION: 13.1 Accept the substitute Subdivision Improvement Agreement and Subdivision Faithful Performance Bond and Labor & Materials Bond as security for improvements and labor and materials for Tract Map 29661-2; Action Minutes 022415 5 13.2 Accept substitute Subdivision Monument Agreement and Subdivision Monument Bond as security for monumentation for Tract Map 29661-2; 13.3 Authorize the release of the existing Faithful Performance Bond, Labor & Materials Bond, and Monument Bond for Tract Map 29661-2; 13.4 Direct the City Clerk to so advise the Developer and Surety. RECESS At 7:42 P.M., the City Council recessed and convened as the Temecula Community Services District Meeting and Successor Agency to the Temecula Redevelopment Agency Meeting. At 7:48 P.M., the City Council resumed with the remainder of the City Council Agenda. RECONVENE TEMECULA CITY COUNCIL DEPARTMENTAL REPORTS 18 City Council Travel/Conference Report - December 2014 19 Community Development Department Monthly Report 20 Police Department Monthly Report 21 Public Works Department Monthly Report CITY MANAGER REPORT CITY ATTORNEY REPORT (none) Action Minutes 022415 6 ADJOURNMENT At 7:51 P.M., the City Council meeting was formally adjourned to Tuesday, March 10, 2015, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. *** Adjourned in Memory of Wayne Mickelson *** Jeff Comerchero, Mayor ATTEST: Randi Johl-Olson, JD, MMC City Clerk [SEAL] Action Minutes 022415 7 Item No. 3 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Finance Director DATE: March 10, 2015 SUBJECT: Approve the List of Demands PREPARED BY: Pascale Brown, Accounting Manager Pam Espinoza, Accounting Specialist RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 15- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: 1. Resolution 2. List of Demands RESOLUTION NO. 15- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of $ 2,372,254.11. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 10th day of March, 2015. Jeff Comerchero, Mayor ATTEST: Randi Johl-Olson, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl-Olson, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 15- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 10th day of March, 2015, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl-Olson, City Clerk CITY OF TEMECULA LIST OF DEMANDS 02/12/2015 TOTAL CHECK RUN $ 937,431.85 02/19/2015 TOTAL CHECK RUN 984,973.17 02/12/2015 TOTAL PAYROLL RUN: 449,849.09 TOTAL LIST OF DEMANDS FOR 03/10/2015 COUNCIL MEETING: $ 2,372,254.11 DISBURSEMENTS BY FUND: CHECKS: 001 GENERAL FUND $ 533,857.59 135 BUSINESS INCUBATOR RESOURCE 452.30 140 COMMUNITY DEV BLOCK GRANT 6,496.78 165 SARDA AFFORDABLE HOUSING 7,154.45 170 MEASURE A FUND 38,733.00 190 TEMECULA COMMUNITY SERVICES DISTRICT 163,551.09 192 TCSD SERVICE LEVEL B 80,008.07 194 TCSD SERVICE LEVEL D 1,184.75 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 5,688.93 197 TEMECULA LIBRARY FUND 14,980.92 210 CAPITAL IMPROVEMENT PROJECTS FUND 368,320.48 300 INSURANCE FUND 1,600.15 320 INFORMATION TECHNOLOGY 37,453.28 330 CENTRAL SERVICES 6,948.87 340 FACILITIES 30,477.64 395 2011 FINANCING LEASE 2001 & 2008 COPS 534,884.38 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 2,183.95 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 1,506.14 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 1,608.88 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 335.93 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 1,457.66 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 5,529.89 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 937.73 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 5,573.29 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 81.25 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 293.80 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 70.63 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 3,477.82 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,275.68 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 564.27 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 526.75 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 1,159.42 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 104.27 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 4,460.33 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 1,987.82 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 8,043.94 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 12,693.46 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 198.62 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 285.92 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 19,449.66 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 1,726.20 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 83.62 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 333.57 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 8,436.24 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 125.60 700 CERBT CALIFORNIA EE RETIREE-GASB45 6,100.00 $ 1,922,405.02 CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 261,137.49 140 COMMUNITY DEV BLOCK GRANT 2,205.18 165 SARDA AFFORDABLE HOUSING 5,734.90 190 TEMECULA COMMUNITY SERVICES DISTRICT 98,023.52 192 TCSD SERVICE LEVEL B 303.25 194 TCSD SERVICE LEVEL D 2,134.78 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 447.62 197 TEMECULA LIBRARY FUND 1,065.18 300 INSURANCE FUND 2,355.54 320 INFORMATION TECHNOLOGY 24,167.80 330 SUPPORT SERVICES 6,137.72 340 FACILITIES 10,818.56 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 90.52 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 60.71 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 72.14 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 13.14 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 146.18 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 26.49 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 37.60 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 248.25 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 2.62 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 11.27 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 7.63 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 165.74 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 35.34 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 20.43 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 17.84 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 41.22 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 3.58 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 153.51 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 82.12 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 222.70 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 376.73 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 9.04 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 9.88 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 211.92 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 68.24 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 3.14 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 9.88 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 312.36 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 4.17 700 CERBT CALIFORNIA EE RETIREE-GASB45 32,853.16 449,849.09 TOTAL BY FUND: $ 2,372,254.11 apChkLst Final Check List Page: 1 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK Check # Date Vendor 2632 02/12/2015 010349 CALIF DEPT OF CHILD SUPPORT 2633 02/12/2015 000194 I CMA RETIREMENT -PLAN 303355 2634 02/12/2015 000389 NATIONWIDE RETIREMENT SOLUTION 2635 02/12/2015 017429 COBRA ADVANTAGE INC. 2636 02/12/2015 000245 PERS- HEALTH INSUR PREMIUM 2638 02/12/2015 000444 INSTATAX (EDD) 2639 02/12/2015 000283 INSTATAX (IRS) 2640 02/12/2015 001065 NATIONWIDE RETIREMENT SOLUTION 169139 02/12/2015 016764 ABM BUILDING SERVICES, LLC 169140 02/12/2015 016450 AIR EXCHANGE, INC. 169141 02/12/2015 003951 ALL AMERICAN ASPHALT 169142 02/12/2015 009374 ALLEGRO MUSICAL VENTURES 169143 02/12/2015 004422 AMERICAN BATTERY CORPORATION 169144 02/12/2015 000747 AMERICAN PLANNING ASSOCIATION Description SUPPORT PAYMENT I CMA RETIREMENT TRUST 457 PAYMENT OBRA- PROJECT RETIREMENT PAYMENT REIMBURSEMENT FSA PAYMENT PERS HEALTH INSURANCE PAYMENT PERS HEALTH INSURANCE PAYMENT STATE TAXES PAYMENT FEDERAL INCOME TAXES PAYMENT NATIONWIDE RETIREMENT PAYMENT hvac maint srvc: crc EMERG HVAC REPAIRS:CIVIC CENTER Plymovent maintenance: Fire asphalt products:street maint citywide Piano tuning & maint: library SIGNAL BATTERIES: PW TRAFFIC 4/1/15-3/31/16 APA mb: Villa, Armando 4/1/15-3/31/16 APA mb: Weaver, Dana 4/1/15-3/31/16 APA mb: Planning Div 4/1/15-3/31/16 APA mb: Jones, Eric Amount Paid Check Total 1,439.52 4,573.13 2,648.94 6,268.49 98, 364.02 1,545.44 22,838.89 81,406.75 14,686.61 119.30 89.48 333.75 102.47 185.00 1,067.38 685.00 350.00 350.00 350.00 1,439.52 4,573.13 2,648.94 6,268.49 99,909.46 22,838.89 81, 406.75 14,686.61 208.78 333.75 102.47 185.00 1,067.38 1,735.00 Pagel apChkLst Final Check List Page: 2 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169145 02/12/2015 001323 ARROWHEAD WATER INC 169146 02/12/2015 017643 AYLOR, NINA 169147 02/12/2015 011954 BAKER & TAYLOR INC 169148 02/12/2015 009597 BALL, DIANE 169149 02/12/2015 015592 BAMM PROMOTIONAL PRODUCTS, INC 169150 02/12/2015 013482 BAS SECURITY Description 12/23-01/22 WATER DELIVERY SVC: CITY MGR 12/23-01/22 WATER DELIVERY SVC: TVE: 12/23-01/22 water delivery svcs: 12/23-01/22 water delivery svc: pbsp 12/23-01/22 water delivery svc: aquatics 12/23-01/22 WATER DELIVERY SVC: HAR 12/23-01/22 water delivery svc: skate 12/23-01/22 WATER DELIVERY SVC: THEA 12/23-01/22 WATER DELIVERY SVC: CHIL 12/23-01/22 WATER DELIVERY SVC: HIST 12/23-01/22 WATER DELIVERY SVC: CRC 12/23-01/22 WATER DELIVERY SVC: TCC 12/23-01/22 WATER DELIVERY SVC: FOC 12/23-01/22 WATER DELIVERY SVC: LIBR Refund:sec dep:Harveston Center MPR Temecula Library: Misc. collections. reimb:uniforms:B&S Softball awards:Sports pgrm Jan 15 Security: Harveston Lake Park Amount Paid Check Total 32.71 23.90 6.47 29.19 6.47 22.63 6.47 34.78 22.63 8.63 60.83 18.40 94.14 49.03 416.28 159.00 159.00 30.42 30.42 210.54 5,070.60 210.54 5,070.60 1,646.80 1,646.80 169151 02/12/2015 014284 BLAKELY'S TRUCK SERVICE veh maint and repair:street maint 497.90 veh maint and repair:street maint 80.00 veh maint and repair:street maint 94.75 veh maint and repair:street maint 535.58 veh maint and repair:street maint 96.00 1,304.23 169152 02/12/2015 008605 BONTERRA PSOMAS 11/21-12/25 CNSLTNG SVCS:RRSP 715.00 715.00 DEST BASIN 169153 02/12/2015 017656 BRABANT, KAREN Refund:Parking violation dismiss#64942 25.00 25.00 169154 02/12/2015 017652 BUTTERFI ELD ANIMAL Refund:lnsp fees alarm prmt F14-0249 737.00 737.00 HOSPITAL 169155 02/12/2015 001267 CALIF DEPT OF MOTOR 2015 CVC Books: police dept 388.01 388.01 VEHICLES 169156 02/12/2015 004228 CAMERON WELDING SUPPLY HELIUM TANK REFILLS:SPECIAL 74.96 74.96 EVENTS Paget apChkLst Final Check List Page: 3 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description 169157 02/12/2015 004462 CDW, LLC PORTABLE PRINTER/PAPER:ENERGOV PROJECT 169158 02/12/2015 009640 CERTIFION CORPORATION JAN ONLINE DATABASE SUBSCRIPTION:POLICE 169159 02/12/2015 014726 CHAPTER 13 STANDING TRUSTEE 169160 02/12/2015 004017 COMERCHERO, JEFF 169161 02/12/2015 004405 COMMUNITY HEALTH CHARITIES 169162 02/12/2015 002945 CONSOLIDATED ELECTRICAL DIST. 169163 02/12/2015 012353 CONSTRUCTION TESTING 169164 02/12/2015 014521 COSTAR GROUP INFORMATION, INC 169165 02/12/2015 004329 COSTCO TEMECULA #491 Amount Paid Check Total 291.60 291.60 150.00 150.00 SUPPORT PAYMENT 205.85 205.85 reimb:candidate statement 197.62 197.62 COMMUNITY HEALTH CHARITIES 24.00 24.00 PAYMENT misc electrical supplies: library 207.36 207.36 12/22-12/30 Geotech srvcs: ynez rd-cip Feb 15 web subscription:Eco Dev Misc pgrm supplies:human services Misc supplies:theater hospitality 2,850.00 2,850.00 397.13 397.13 116.65 314.67 431.32 169166 02/12/2015 016942 CREATIVE MANAGEMENT Reclassification Study:HR FY14-15 3,900.00 3,900.00 SOLUTIONS 169167 02/12/2015 003945 DIAMOND ENVIRONMENTAL Feb portable restroom rentals:GOHS 52.80 52.80 SRVCS 169168 02/12/2015 017634 DIXON, JAMES Refund:sec dep:MPSC Multipurpose room 200.00 200.00 169169 02/12/2015 016756 DOCTOR'S NUTRITIONAL Police K-9 food FY14/15 174.15 PRODUCTS Police K-9 food FY14/15 82.80 256.95 169170 02/12/2015 002390 EASTERN MUNICIPAL WATER Jan water meter:32131 S Loop rd Idsc 10.97 DIST Jan water meter:32131 S Loop rd bldg 97.65 Jan water meter:32131 S Loop rd dcda 46.50 155.12 Page3 apChkLst Final Check List Page: 4 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169171 02/12/2015 004068 ECALDRE MANALILI-DE VILLA, AILEEN 169172 02/12/2015 008704 EDWARDS, MARYANN 169173 02/12/2015 017096 ELECTRONIC DESIGN SOLUTIONS 169174 02/12/2015 004829 ELLISON WILSON ADVOCACY LLC 169175 02/12/2015 011203 ENVIRONMENTAL CLEANING 169176 02/12/2015 011292 ENVIRONMENTAL SCIENCE ASSOC. 169177 02/12/2015 004836 EWING IRRIGATION PRODUCTS INC Description Amount Paid Check Total TCSD Instructor Earnings 175.00 TCSD Instructor Earnings 210.00 TCSD Instructor Earnings 297.50 TCSD Instructor Earnings 262.50 TCSD Instructor Earnings 280.00 TCSD Instructor Earnings 332.50 TCSD Instructor Earnings 192.50 TCSD Instructor Earnings 192.50 TCSD Instructor Earnings 175.00 TCSD Instructor Earnings 175.00 TCSD Instructor Earnings 280.00 2,572.50 reimb:candidate statement 197.62 197.62 Refund:Fire sprinkler insp fees F14-0124 510.00 510.00 Feb 15 state legis cnsltng svcs: cm 3,500.00 3,500.00 Jan 15 janitorial srvcs:var park 5,265.00 5,265.00 Nov EIR for proposed Altair Specific 4,045.00 4,045.00 upgrade sprinkler heads:vail ranch slope 2,152.87 2,152.87 Page:4 apChkLst Final Check List Page: 5 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169179 02/12/2015 001056 EXCEL LANDSCAPE, INC. 169180 02/12/2015 017432 EYEMED VISION CARE 169181 02/12/2015 009953 FEDERAL CLEANING CONTRACTORS 169182 02/12/2015 000165 FEDERAL EXPRESS INC 169183 02/12/2015 014819 FLATIRON WEST, INC. 169184 02/12/2015 002982 FRANCHISE TAX BOARD 169185 02/12/2015 002982 FRANCHISE TAX BOARD 169186 02/12/2015 009097 FULL COMPASS SYSTEMS 169187 02/12/2015 001937 GALLS INC Description landscape maint srvcs:var parks irrigation repairs: pbsp irrigation repairs: pbsp sod replacement:town square Jan 15 landscape maint: parks Jan 15 maint svcs: north slopes irrigation repair: S-20 J crowne hill irrig. repair srvc: tradewinds slope landscape maint srvcs:var parks landscape maint srvcs:var parks landscape maint srvcs:var parks landscape maint srvcs:var parks landscape maint srvcs:var parks landscape maint srvcs:var parks irrigation repairs: crowne hill slope irrig.repairs: S -28-R wolf creek slope irrig. repairs: S -21-K vail ranch slope irrig repairs:vail ranch:wolk crk slopes install irrig controllers:crownehill Jan 15 Idscp maint srvcs: var facilities Jan 15 Idscp maint srvcs:parks Jan 15 Idscp maint srvcs:medians Jan 15 maint svcs: south slopes VISION PLAN PAYMENT Sep 14 Janitorial srvcs:police mall 01/16-01/23 Express mail services PPE 01/20 CONST:FRENCH VALLEY PKWY PROJ SUPPORT PAYMENT SUPPORT PAYMENT SOUND/LIGHTING & MISC SUPPLIES:THEATER MISC SUPPLIES:POLICE VOLUNTEERS Misc supplies:Police volunteers 169188 02/12/2015 017662 GARCIA, ANGEL reimb:candidate statement Amount Paid Check Total 406.72 391.62 1,017.38 5,000.00 48, 525.10 21,610.97 309.05 259.18 422.09 193.49 369.11 561.46 367.65 159.42 310.05 168.29 236.89 266.68 750.00 9,993.13 51, 365.88 18,094.70 34,844.87 195,623.73 850.62 850.62 854.50 854.50 69.68 69.68 14,621.10 14,621.10 350.00 350.00 150.00 150.00 228.28 228.28 6.47 8.63 15.10 197.62 197.62 Pages apChkLst Final Check List Page: 6 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169189 02/12/2015 000177 GLENNIES OFFICE PRODUCTS INC 169190 02/12/2015 000186 HANKS HARDWARE INC 169191 02/12/2015 003198 HOME DEPOT, THE 169192 02/12/2015 017651 I.E. INC. 169193 02/12/2015 017564 IE BROADCASTING CORP 169194 02/12/2015 013695 INLAND EMPIRE SHRED IT 169195 02/12/2015 010766 INLAND VALLEY SYMPHONY 169196 02/12/2015 013286 INTRADO, INC. 169197 02/12/2015 012883 JACOB'S HOUSE INC 169198 02/12/2015 017655 JOEL WILGING CONSTRUCTION Description Amount Paid Check Total MISC OFFICE SUPPLIES:FINANCE 66.79 JAN 15 MISC OFFCE SUPPLIES: FIRE DE Jan 15 misc office supplies:human svcs Jan 15 misc office supplies: pw Jan 15 misc Office Supplies - Planning JAN 15 MISC OFFCE SUPPLIES:BLDG & 414.77 19.21 44.27 115.64 171.04 831.72 Jan 15 misc hardware supplies: fire 371.96 Jan 15 misc hardware supplies: sports 457.95 Jan 15 misc hardware supplies: pw 174.80 Jan 15 misc hardware supplies: library 28.57 Jan 15 misc hardware supplies: ott 49.64 Jan 15 misc hardware supplies: aquatics 89.05 Jan 15 misc hardware supplies: harveston 50.11 Jan 15 misc hardware supplies: tcc 66.19 Jan 15 misc hardware supplies: 434.85 Jan 15 misc hardware supplies: civic ctr 656.31 Jan 15 misc hardware supplies: of 38.28 Jan 15 misc hardware supplies: foc 8.53 Jan 15 misc hardware supplies: tv museum 110.00 Jan 15 misc hardware supplies: mpsc 106.07 Jan 15 misc hardware supplies: st. maint 212.56 Jan 15 misc hardware supplies: var parks 1,367.20 4,222.07 misc supplies:var csd special events 38.99 38.99 Refund:BLDG-Mech Permit Fee:B14-2295 135.30 135.30 Advertising for 2015 Rod Run. 2,500.00 2,500.00 Shred srvcs:temecula police 15.75 Shred Services: Records Division 17.17 Shred Services: Records Division 63.00 Shred Services: Records Division 15.75 111.67 bal. due: Veteran's Day performance 2,000.00 2,000.00 Feb Enterprise 911 svc: IT 260.00 260.00 JACOB'S HOUSE CHARITY PAYMENT 40.00 40.00 Refund:Residential reroof prmt B14-2637 186.86 186.86 Page6 apChkLst Final Check List Page: 7 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description 169199 02/12/2015 017657 JOHNSON, CLEMISHA Refund:Parking violation dismiss #64947 169200 02/12/2015 017251 JONO VENGO ART special games/painting 169201 02/12/2015 016399 KITCHEN STATION LLC, THE 169202 02/12/2015 017118 KRACH, BREE B. 169203 02/12/2015 017638 L & M: FERTILIZER 169204 02/12/2015 017654 LEVY, UZI 169205 02/12/2015 017632 MABRY, WILLIAM H. 169206 02/12/2015 014365 MAILFINANCE, INC. 169207 02/12/2015 014392 MC COLLOUGH, JILL DENISE Amount Paid Check Total 25.00 25.00 600.00 600.00 TCSD Instructor Earnings 67.50 TCSD Instructor Earnings 67.50 135.00 Awards and recognition: csd Refund:sec dep:Conference CenterA/B Refund:Fire sprinkler permit fee Refund:sec dep:Conference CenterA/B 11/28-02/27/15 PSTAGE MTR LEASE:CNTRL Jan 15 lease interior plantscape:library Jan 15 lease interior plantscape:civic 90.13 90.13 100.00 100.00 1,640.00 1,640.00 100.00 100.00 1,210.68 1,210.68 200.00 525.00 725.00 169208 02/12/2015 005817 MCCUSKER ENTERPRISES INC Refund:Work completed for LD14-021 GR 10,000.00 10,000.00 169209 02/12/2015 017659 MELLO, TERRI Refund:Fire alarm review fees F14-3476 369.00 369.00 169210 02/12/2015 015259 MERCURY DISPOSAL Household Battery recycling program. 324.52 324.52 SYSTEMS, INC. 169211 02/12/2015 016445 MKB PRINTING & BUSINESS CARDS:TCSDADMIN 51.42 51.42 PROMOTIONAL INC 169212 02/12/2015 013965 MONOPRICE, INC. Cables & misc items:IT Help Desk 41.13 41.13 169213 02/12/2015 004040 MORAMARCO, ANTHONY, J. TCSD instructor earnings 367.50 367.50 169214 02/12/2015 006077 N T H GENERATION Broadband Modules for traffic laptops 429.84 429.84 COMPUTING INC 169215 02/12/2015 017631 NATIONAL AMERICAN MISS Refund:sec dep:Conference CenterA/B 100.00 100.00 169216 02/12/2015 017661 NELSON, CECILIE reimb:candidate statement 198.62 198.62 Page:7 apChkLst Final Check List Page: 8 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169217 02/12/2015 002292 OASIS VENDING Description KITCHEN SUPPLIES:CIVIC CENTER COFFEE VENDING SVCS:FOC Kitchen & coffee supplies:mpsc 169218 02/12/2015 003964 OFFICE DEPOT BUSINESS SVS MISC OFFICE SUPPLIES:FINANCE DIV MISC OFFICE SUPPLIES:FINANCE MISC OFFICE SUPPLIES:FINANCE MISC OFFICE SUPPLIES:FINANCE MISC OFFICE SUPPLIES:FINANCE MISC OFFICE SUPPLIES:FINANCE Amount Paid Check Total 414.33 147.78 613.17 16.36 28.64 84.29 21.24 92.51 91.79 1,175.28 334.83 169219 02/12/2015 016585 PACIFIC PLAY SYSTEMS, INC. Prgs pmt #2: Marg. Park Splash Pad ph II 242,416.48 242,416.48 169220 02/12/2015 017642 PAUL MITCHELL THE SCHOOL Refund:sec dep: Conference CenterA/B 150.00 150.00 169221 02/12/2015 016411 PETERSON -CHASE GENERAL Release retention: pvmnt rehab/bridge 7,214.70 7,214.70 169222 02/12/2015 016529 PIONEER CREDIT RECOVERY SUPPORT PAYMENT 51.96 51.96 INC 169223 02/12/2015 005820 PRE -PAID LEGAL SERVICES PREPAID LEGAL SERVICES PAYMENT 205.30 205.30 INC 169224 02/12/2015 017431 PRINCIPAL LIFE INSURANCE DENTAL PAYMENT 8,023.58 8,023.58 CO 169225 02/12/2015 017648 RAHN, MATT reimb:candidate statement 194.62 194.62 169226 02/12/2015 002176 RANCHO CALIF BUS PK ASSOC Apr -Jun bus park assn dues:foc 1,536.03 APR -JUN BUS PARK ASSN DUES:DIAZ 1,694.28 APR -JUN BUS PARK ASSN DUES:TVE2 1,861.85 5,092.16 169227 02/12/2015 000262 RANCHO CALIF WATER JAN RECL LNDSCP DISTRICT METER:JEFFERSON AVE 169228 02/12/2015 002654 RANCHO FORD LINCOLN SQUAD REPAIR: STA 84— MERCURY 169229 02/12/2015 000907 RANCHO TEMECULA CAR WASH 31.61 31.61 2,084.12 2,084.12 OCT VEHICLE DETAILING SVCS:VAR 73.50 DEPTS DEC VEHICLE DETAILING SVCS:VAR DEf 31.50 105.00 169230 02/12/2015 011853 RANCON COMMERCE CNTR Apr -Jun bus.park assn. dues:ovrind prjt 177.27 PH2,3&4 Apr -Jun bus.park assn. dues:ovrind prjt Apr -Jun bus.park assn. dues:ovrind prjt Apr -Jun bus.park assn. dues:stn 73 198.38 249.03 510.71 1,135.39 Page8 apChkLst Final Check List Page: 9 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 169231 02/12/2015 003591 RENES COMMERCIAL pre -emergent application:maj arterials 17,305.50 MANAGEMENT misc weed abatement:city right-of-way 1,490.00 18,795.50 169232 02/12/2015 000406 RIVERSIDE CO SHERIFFS 9/11/14-11/13/14 LAW ENFORCEMENT 583.15 583.15 DEPT 169233 02/12/2015 000406 RIVERSIDE CO SHERIFFS bike patrol course 2/3-6:Dep. L.H. 368.00 368.00 DEPT 169234 02/12/2015 016601 RIVERSIDE COUNTY SHERIFF Refund:VICR fee:Case # TE143390015 92.00 92.00 169235 02/12/2015 017486 RODRIGUEZ, BRIS Refund: sec dep:TCC Multipurpose room 200.00 200.00 169236 02/12/2015 001048 ROSAS CANTINA RESTAURANT Refreshments: Chiefs mtg @ Stn 12 172.60 172.60 169237 02/12/2015 017549 ROSEN & ROSEN INDUSTRIES, misc safety supplies:pw street maint 107.71 107.71 INC. 169238 02/12/2015 017650 ROUSSEAU, STEVE Refund:VICR fee:Case # TE143390015 34.00 34.00 169239 02/12/2015 013827 RYAN MONTELEONE REPAIR STORM DRAIN INSTALL 28,265.00 28,265.00 EXCAVATION INC 169240 02/12/2015 013582 SAN DIEGUITO PUBLISHERS Printing srvcs:City Newsletter 4,964.05 INC Printing srvcs:City Newsletter 28.22 4,992.27 169241 02/12/2015 009980 SANBORN, GWYNETH A. Settlement:country @ the merc 2/7 927.75 927.75 169242 02/12/2015 008529 SHERIFF'S CIVIL DIV - SUPPORT PAYMENT 213.89 213.89 CENTRAL 169243 02/12/2015 009213 SHERRY BERRY MUSIC Settlement:jazz @ the merc 2/5 388.50 388.50 Page9 apChkLst Final Check List Page: 10 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK Check # Date Vendor 169245 02/12/2015 000537 SO CALIF EDISON 169246 02/12/2015 001212 SO CALIF GAS COMPANY 169247 02/12/2015 017660 SOLAR CITY 169248 02/12/2015 012652 SOUTHERN CALIFORNIA 169249 02/12/2015 015203 SOUTHERN CALIFORNIA (Continued) Description Amount Paid Check Total Jan 2-31-419-2873:43000 Hwy -395 26.07 Jan 2-28-629-0507:30600 Pauba Rd 5,465.34 Jan 2-02-502-8077:43210 Bus park dr B 448.17 Jan 2-27-805-3194:42051 Main St 2,919.38 Jan 2-30-220-8749:45850 N Wolf crk dr 347.57 Jan 2-29-953-8447:31738 Wolf vly rd 25.97 Jan 2-29-657-2332:45538 Redwood Rd 25.97 Jan 2-31-936-3511:46488 Pechanga pkwy 52.20 Jan 2-31-404-6020:28771 OT front st 1,627.47 Jan 2-25-393-4681:41951 Moraga Rd 263.89 Jan 2-35-403-6337:41375 McCabe Ct 741.94 Jan 2-35-664-9053:29119 Margarita Rd 315.09 Jan 2-29-458-7548:32000 Rancho Cal 307.44 Jan 2-35-421-1260:41955 4th St LS3 22.95 Jan 2-00-397-5042:43200 Bus park dr #1 3,472.11 Jan 2-00-397-5067:TCSD svc lev C 2,320.07 Jan 2-31-031-2590:28301 Rancho Cal 25.40 Jan 2-30-520-4414:32781 Tem pkwy LS3 1,137.13 Jan 2-37-303-0485:27498 Enterprise cir w 173.12 Jan 2-36-641-3839:Enterprise cir w Al 34.78 Jan 2-36-641-3912:27498 Enterprise cirw 42.51 Jan 2-35-074-2847:26902 Jefferson Ave 33.54 Jan 2-29-295-3510:32211 Wolf vly rd 817.87 Jan 2-36-531-7916:44205 Main St PED 236.54 Jan 2-29-657-2563:42902 Butterfield stg 209.00 Jan 2-35-707-0010:33451 S Hwy -79 PED 57.99 Jan 2-29-953-8249:46497 Wolf creek dr 28.96 Jan 2-29-953-8082:31523 Wolf vly rd 31.17 21,209.64 Jan 095-167-7907-2:30650 Pauba Rd 376.53 Jan 117-188-6393-6:32131 S Loop rd 225.51 Jan 101-525-1560-6:27415 Enterprise cir 389.51 Jan 055-461-2483-4:40135 Village Rd 185.85 Jan 129-582-9784-3:43230 Bus park dr 381.75 Jan 125-244-2108-3:30600 Pauba Rd 845.99 Jan 026-671-2909-8:42051 Main St 447.32 Jan 091-085-1632-0:41951 Moraga Rd 17.26 2,869.72 Refund:Bldg prmt:B14-1203:JB-9252795 391.68 391.68 FEB GEN USAGE:0141,0839,2593,9306 533.37 533.37 Refund:sec dep:Conference Center A/B 100.00 100.00 Pagel 0 apChkLst Final Check List Page: 11 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169250 02/12/2015 017640 SOUTHWEST RIVERSIDE COUNTY 169254 02/12/2015 007762 STANDARD INSURANCE COMPANY 169255 02/12/2015 012723 STANDARD INSURANCE COMPANY 169256 02/12/2015 001547 TEAMSTERS LOCAL 911 Description Amount Paid Check Total Refund:sec dep:Conference Center A/B 100.00 100.00 LIFE INSURANCE PAYMENT 8,211.66 8,211.66 VOLUNTARY SUPP LIFE INSURANCE 880.10 880.10 PAYMENT UNION DUES PAYMENT 4,866.00 4,866.00 169257 02/12/2015 003677 TEMECULA MOTORSPORTS Veh repair & maint:Police LLC 169258 02/12/2015 005970 TEMECULA VALLEY PLAYERS Settlement:The Addams Family 169259 02/12/2015 017633 TEMECULA VELO Refund:sec dep:Conference CenterA/B 169260 02/12/2015 017653 TETZLAFF, THOMAS Refund:Fire alarm permit fee F14-0066 169261 02/12/2015 010276 TIME WARNER CABLE Feb high speed internet:40135 Village Rd Feb high speed internet:Library Feb high speed internet:PD Mall Feb high speed internet:Coax 19.39 19.39 13,932.37 13,932.37 150.00 150.00 1,268.00 1,268.00 319.00 580.67 3.16 28.16 930.99 169263 02/12/2015 017430 TRANSAMERICA LIFE TRANSAMERICA PAYMENT 2,553.40 2,553.40 INSURANCE CO 169264 02/12/2015 015154 UNITED CEREBRAL PALSY Refund:sec dep:Conference CenterA/B 100.00 100.00 169265 02/12/2015 010169 UNITED TOWING SERVICE, INC towing svcs:pw maint truck 65.00 65.00 169266 02/12/2015 000325 UNITED WAY UNITED WAY CHARITIES PAYMENT 5.00 5.00 169267 02/12/2015 017644 VALLEY PHYSICIANS Refund:sec dep:Conference CenterA/B 150.00 150.00 NETWORK 169268 02/12/2015 017658 VFS FIRE Refund:Fire alarm permit fees F14-0410 875.00 875.00 169269 02/12/2015 017649 WATERS, TIMOTHY Refund:VICR fee:Case # TE150160055 126.00 126.00 169270 02/12/2015 001342 WAXIE SANITARY SUPPLY INC misc custodial supplies:civic center 804.47 804.47 Page:11 apChkLst Final Check List Page: 12 02/12/2015 12:37:35PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description 169271 02/12/2015 003730 WEST COAST ARBORISTS INC STORM:TREE TRIMMING & REMOVALS:CRC TREE TRIMMING:RANCHO HIGHLANDS 169272 02/12/2015 004567 WITCHER ELECTRIC TREE MAI NT SVC:WOODCREST COU NTf TREE MAI NT SVCS:VAR PARKS & MEDIA STORM:TREE TRIMMING & REMOVALS:C ELECTRICAL REPAIR SVCS:PALA PARK install temp pwr outlets:winter events install web control wiring:crc pool STREET LIGHT MAI NT SVCS:OLD TOWN Amount Paid Check Total 1,260.00 65.00 4,761.00 235.00 833.00 350.00 765.00 425.00 3,778.00 7,154.00 5,318.00 169273 02/12/2015 016864 WOOD, RANDY reimb:uniforms:B&S 199.73 199.73 169274 02/12/2015 015806 WORK ZONE CAM, LLC Camera monitor srvc:Spec needs plygrnd 325.00 325.00 169275 02/12/2015 009512 WURMS JANITORIAL Feb janitorial srvcs:police old town ofc 269.57 SERVICES, INC FEB JANITORIALSVCS:CITY FACS 21,899.53 22,169.10 169276 02/12/2015 017581 XSAT GLOBAL SATELLITE PHONES SVC RENEWAL 2,994.00 2,994.00 1000355 02/06/2015 017625 CA DEPT OF AGRICULTURE Refund: sec dep:Conference Center A/B 100.00 100.00 1000356 02/06/2015 017627 CSU SAN MARCOS Refund:sec dep:Conference CenterA 100.00 100.00 ENVIRONMENTAL 1000357 02/06/2015 017626 DINNEN, RICHARD Refund:Temecula Rod Run Car Entry 35.00 35.00 Grand total for UNION BANK: 937,431.85 Page:12 apChkLst Final Check List 02/12/2015 12:37:35PM CITY OF TEMECULA Page: 13 143 checks in this report. Grand Total All Checks: 937,431.85 Page:13 apChkLst Final Check List Page: 1 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK Check # Date Vendor Description Amount Paid Check Total 2637 02/12/2015 000246 PERS (EMPLOYEES' PERS RETIREMENT PAYMENT 40,205.84 40,205.84 RETIREMENT) 2641 02/26/2015 014685 COMPASS BANK '11 refunding 01/08 cert part debt svc 534,884.38 534,884.38 2642 02/17/2015 000621 WESTERN RIVERSIDE Jan '15TUMF Payment 15,104.00 15,104.00 COUNCI L OF 2643 02/19/2015 000246 PERS (EMPLOYEES' 2014-2015 Survivor Benefits Premium 1,260.00 1,260.00 RETIREMENT) 2644 02/19/2015 000246 PERS (EMPLOYEES' 2014-2015 Survivor Benefits Premium 10,200.00 10,200.00 RETIREMENT) 169277 02/19/2015 016764 ABM BUILDING SERVICES, LLC replace condenser motors & parts:crc 806.19 806.19 169278 02/19/2015 009799 ABSHIRE, BETH Refund:sec dep:Conference CenterA/B 150.00 150.00 169279 02/19/2015 010904 AFECO INC Supplies:Stn 84 53.46 53.46 169280 02/19/2015 017684 AHAD, WAJMA Refund:Picnic Shelter:Ronal Reagan Park 60.00 60.00 169281 02/19/2015 003951 ALL AMERICAN ASPHALT asphalt products:street maint citywide 271.39 asphalt products:street maint citywide 344.38 615.77 169282 02/19/2015 014695 ALL AMERICAN Equip repair & maint:police bicycles 75.33 75.33 MOTORSPORTS, INC 169283 02/19/2015 006915 ALLIES PARTY EQUIPMENT rentals:NYE 2014 1,397.11 1,397.11 169284 02/19/2015 009787 ALTEC INDUSTRIES INC Vehicle maint srvcs: pw traffic 338.67 338.67 169285 02/19/2015 002187 ANIMAL FRIENDS OF THE Dec 14 Animal control srvcs:temecula 10,000.00 10,000.00 VALLEYS 169286 02/19/2015 012834 AUDIO ADDICTION INC Vehicle maintenance: Prevention 167.41 167.41 169287 02/19/2015 017149 B G P RECREATION, INC. TCSD instructor earnings TCSD instructor earnings TCSD instructor earnings TCSD instructor earnings 1,512.00 3,402.00 126.00 1,459.50 6,499.50 Pagel apChkLst Final Check List Page: 2 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description 169288 02/19/2015 017666 BAGORIO, ROSEMARY Refund:sec dep:CRC Multipurpose 169289 02/19/2015 011954 BAKER & TAYLOR INC Amount Paid Check Total 200.00 200.00 Temecula Library: Misc. collections. 692.42 Temecula Library: Misc. collections. 169290 02/19/2015 015592 BAMM PROMOTIONAL Dept shirts; finance dept PRODUCTS, INC 169291 02/19/2015 017680 BARICH & ASSOCIATES Refund:sec dep:Conference CenterA/B 169292 02/19/2015 008605 BONTERRA PSOMAS 8/22-09/25/14 cnslt srvc:pechanga pkwy 11/21-12/25 Cnslt srvcs:pechanga pkwy 09/26-10/23 Enviro Mitigation Svcs FVP 11/21-12/25 Enviro Mitigation Svcs FVP 169293 02/19/2015 003048 BOYS & GIRLS CLUB Jul 14 cdbg subrecipient-public svc prov 169294 02/19/2015 003048 BOYS & GIRLS CLUB Refund:sec dep:Conference CenterA/B 169295 02/19/2015 014718 BURT, KRISTAA. 169296 02/19/2015 000484 CALIF ASSN FOR LOCAL ECONOMIC 169297 02/19/2015 013265 CALIF BUILDING 169298 02/19/2015 004248 CALIF DEPT OF JUSTICE-ACCTING 169299 02/19/2015 017671 CALIFORNIA ASSOCIATIN OF JOINT 169300 02/19/2015 017665 CALIFORNIA SATSANG SOCIETY 169301 02/19/2015 007146 CALIFORNIA SENSOR CORP 169302 02/19/2015 004462 CDW, LLC 1,299.08 1,991.50 520.28 520.28 100.00 100.00 8,009.46 580.00 360.00 7,525.00 16,474.46 5,106.00 5,106.00 150.00 150.00 TCSD Instructor Earnings 294.00 TCSD Instructor Earnings 88.20 382.20 14-15 Awards of excellence app fee 200.00 200.00 2014 4th Qtr pmt of SB1473 878.00 878.00 Jan 15 DOJ alcohol analysis:temecula pd 350.00 Jan 15 DOJ fingerprinting srvcs:police 3,889.00 4,239.00 Refund:sec dep:Conference Center A/B 100.00 100.00 Refund:sec dep:Conference Centter A 100.00 100.00 irrig controller upgrade:harveston slope 13,559.16 13,559.16 replacement lamps:conference center 1,611.08 MISC SUPPLIES:INFO TECH 1,166.40 2,777.48 Page2 apChkLst Final Check List Page: 3 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169303 02/19/2015 017687 CHAPARRAL HIGH SCHOOL Description Refund:sec dep:Conference CenterA/B Refund:sec dep:Conference Center A/B Refund:sec dep:Conference Center A/B Refund:sec dep:Conference Center A/B Refund:sec dep:Conference Center A/B Refund:sec dep:Conference CenterA/B Refund:sec dep:Conference Center A/B Amount Paid Check Total 100.00 150.00 150.00 100.00 100.00 150.00 100.00 850.00 169304 02/19/2015 000137 CHEVRON AND TEXACO Jan 15 City vehicles fuel:Police 1,420.48 1,420.48 169305 02/19/2015 005417 CI NTAS FI RST AID & SAFETY misc safety supplies:pw street maint 461.54 misc first-aid supplies: var facilities 681.24 1,142.78 169306 02/19/2015 015090 CLEARWATER SYSTEMS CORP prey maint hvac h2o sys:civ ctr 550.00 550.00 169307 02/19/2015 004091 COMMUNITY ACCESS CENTER RCVOAD mbrshp dues for 2015 50.00 50.00 169308 02/19/2015 016530 COMMUNITY MISSION OF FY 14/15 inclement weather shelter 10,000.00 10,000.00 HOPE 169309 02/19/2015 002945 CONSOLIDATED ELECTRICAL misc electrical supplies: o.t.prkg 119.88 DIST. misc electrical supplies: var park sites 186.57 306.45 169310 02/19/2015 013379 COSSOU, CELINE TCSD Instructor Earnings 301.00 TCSD Instructor Earnings 189.00 490.00 169311 02/19/2015 001264 COSTCO TEMECULA #491 Misc supplies:Team PACE 159.20 159.20 169312 02/19/2015 017685 COYNE DEVELOPMENT Refund:sec dep:Conference CenterA/B 100.00 100.00 169313 02/19/2015 000209 CROP PRODUCTION SERVICES misc small tool parts:pw street maint 45.07 45.07 169314 02/19/2015 014580 DANCE THEATRE COLLECTIVE Theater Performance: Feb 27-28, 2015 6,000.00 6,000.00 169315 02/19/2015 007057 DERNBACH, ESTHER MARIE TCSD instructor earnings 421.17 421.17 169316 02/19/2015 017677 DIHN, JONATHAN & SANDY Refund:Work completed for LD13-033GR 3,000.00 3,000.00 Page3 apChkLst Final Check List Page: 4 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169317 02/19/2015 004192 DOWNS ENERGY FUEL& LUBRICANTS Description Amount Paid Check Total Fuel for City vehicles: police dept 72.91 Fuel for City vehicles: code enforcement 116.30 Fuel for City vehicles: bldg inspectors 231.63 Fuel for City vehicles: pw 181.89 Fuel for City vehicles: parks maint 807.79 Fuel for City vehicles: tcsd dept 417.22 Fuel for City vehicles: pw 477.23 Fuel for City vehicles: pw traffic 237.23 2,542.20 169318 02/19/2015 014009 DRIVERS LICENSE GUIDE 2015 I.D. checking guides:Police 46.93 46.93 COMPANY 169319 02/19/2015 008704 EDWARDS, MARYANN reimb:Education Summit w/Pres. Obama 528.82 528.82 169320 02/19/2015 000165 FEDERAL EXPRESS INC 01/16 & 01/28 Express mail services 32.29 32.29 169321 02/19/2015 003347 FIRST BANKCARD CENTER 013338 APPLE STORE JC case for iphone 6 city phone 52.92 52.92 169322 02/19/2015 017667 FORZA FOR ALL Refund:sec dep:Conference CenterA/B 150.00 150.00 169323 02/19/2015 017664 FRIENDS OF THE TEMECULA Refund:sec dep:Conference CenterA/B 150.00 150.00 169324 02/19/2015 009097 FULL COMPASS SYSTEMS SOUND/LIGHTING & MISC 87.90 87.90 SUPPLIES:THEATER 169325 02/19/2015 010326 G E MOBILE WATER, INC WATER FILTRATION SUPPLIES: STA 73 127.44 127.44 169326 02/19/2015 005664 GOSCH TOWING & RECOVERY towing services - Police 220.00 220.00 169327 02/19/2015 003792 GRAINGER MISC STAGE SUPPLIES: THEATER 244.56 irrig flow switches: crowne hill slope 847.58 1,092.14 169328 02/19/2015 003592 GRANITE CONSTRUCTION DEC 14 CONST:MAIN ST.BRIDGE 41,424.10 41,424.10 COMPANY REPLACE 169329 02/19/2015 014658 GREAT OAK ACADEMIC Refund:sec dep:Conference CenterA/B 100.00 100.00 169330 02/19/2015 003342 HABITAT FOR HUMANITY Refund:sec dep:Conference CenterA/B 150.00 Refund:sec dep:Conference Center A/B 150.00 300.00 169331 02/19/2015 008081 HALL & FOREMAN INC Dec 14 Cnsltnt srvcs:citywide pave rehab 464.26 11/30-12/27 design srvcs: library 4,222.11 4,686.37 Page:4 apChkLst Final Check List Page: 5 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 169332 02/19/2015 008081 HALL & FOREMAN INC 11/30-12/27/14 eng srvc:o.t. storm drain 92.02 92.02 169333 02/19/2015 002109 HD SUPPLY CONSTR. SUPPLY misc maint supplies:pw street maint 716.64 716.64 LTD 169334 02/19/2015 000520 HDL COREN & CONE INC Jan -Mar 15 Consulting srvcs:property tax 5,250.00 5,250.00 169335 02/19/2015 013749 HELIXSTORM INC. FIREWALL:THEATER REMEDIATION 6,916.70 6,916.70 169336 02/19/2015 016298 HORN CLINIC, THE Settlement:Speakeasy..Merc 02/14/15 447.30 447.30 169337 02/19/2015 016564 IMPACT TELECOM JAN 800 SVCS: CIVIC CENTER 55.64 55.64 169338 02/19/2015 001407 INTER VALLEY POOL SUPPLY misc pool chemicals: var pool sites 428.85 428.85 INC 169339 02/19/2015 017251 JONO VENGO ART art: truax painting 400.00 400.00 169340 02/19/2015 004115 K T U &ASSOCIATES DEC BIKEWAYS MASTER PLAN 7,731.25 7,731.25 UPDATE 169341 02/19/2015 014312 KAMM INDUSTRIAL, INC. park rehab:pole padding & covers tvhs 1,965.60 1,965.60 169342 02/19/2015 017669 KELLER, TAMMY Refund:sec dep:Conference CenterA/B 150.00 150.00 169343 02/19/2015 015378 KELLY-LEHNER, LYNN reimb: tuition fees for UCR course: CEQA 275.00 275.00 169344 02/19/2015 004412 LEANDER, KERRY D. 169345 02/19/2015 014659 LIGHT OF FAITH TCSD instructor earnings 315.00 TCSD instructor earnings 1,554.00 TCSD instructor earnings 168.00 Refund:sec dep:TCC Multipurpose Room 200.00 Refund:TCC Multipurpose Room 2,037.00 200.00 400.00 169346 02/19/2015 008610 M C R STAMPS Performances:High Hopes 25.00 25.00 169347 02/19/2015 010728 MCKNIGHT, ELINOR PINKSTON Performance:Black History Month 2/19 500.00 500.00 169348 02/19/2015 006571 MELODY'S AD WORKS INC. Consulting srvcs:CSD special events 1,500.00 1,500.00 Pages apChkLst 02/19/2015 12: 47: 25 P M Final Check List CITY OF TEMECULA Page: 6 Bank : union UNION BANK Check # Date Vendor 169349 02/19/2015 004040 MORAMARCO, ANTHONY, J. 169350 02/19/2015 010908 MR APPLIANCE OF WINCHESTER 169351 02/19/2015 015164 NATURES IMAGE, INC 169352 02/19/2015 017676 NGUYEN, VICTOR & JENNIFER 169353 02/19/2015 015122 NI GOVERNMENT SERVICES, INC. 169354 02/19/2015 014391 NICHOLS, KELLIE D. 169355 02/19/2015 010167 ODYSSEY POWER CORPORATION 169356 02/19/2015 002105 OLD TOWN TIRE & SERVICE 169357 02/19/2015 002105 OLD TOWN TIRE & SERVICE 169358 02/19/2015 017672 ORCHARD CHRISTIAN FELLOWSHIP 169359 02/19/2015 017362 PAID 2 SAVE NETWORK 169360 02/19/2015 007827 PALOMA ELEMENTARY SCHOOL 169361 02/19/2015 017682 PEPSICO 169362 02/19/2015 000249 PETTY CASH 169363 02/19/2015 001999 PITNEY BOWES 169364 02/19/2015 017681 PRICE PRODUCTIONS (Continued) Description TCSD instructor earnings commercial appliance repair:conf ctr Jan 15 pechanga pkwy enviro mitigation JAN 15 ENVIRO MITIGATION:FVP OVERC Refund:Work completed for LD14-010GR Jan 15 satellite phone srvc:EOC/Fire TCSD Instructor Earnings TCSD Instructor Earnings TCSD Instructor Earnings TCSD Instructor Earnings TCSD Instructor Earnings TCSD Instructor Earnings UPS PREV MAINT/REPAIR:CIVIC CENTER CITY VEHICLE MAINT SVCS:BLDG & SAFETY CITY VEHICLE MAINT SVCS:BLDG & SAF VEH MAINT REPAI RS: PARKS/FACI LITI ES VEH REPAIR & MAINT: TCSD Refund:sec dep:Conference CenterA/B Refund:sec dep:Conference CenterA/B Refund:sec dep:Conference CenterA/B Refund:sec dep:Conference CenterA Petty Cash Reimbursement JAN POSTAGE:BC/ADMIN Refund:sec dep:Conference CenterA/B Amount Paid Check Total 318.50 1,234.61 2,285.17 905.35 3,000.00 154.33 277.26 548.80 548.80 411.60 411.60 274.40 2,354.17 1,040.57 241.37 311.35 187.83 150.00 100.00 50.00 100.00 613.94 82.06 318.50 1,234.61 3,190.52 3,000.00 154.33 2,472.46 2,354.17 1,281.94 499.18 150.00 100.00 50.00 100.00 613.94 82.06 150.00 150.00 Page6 apChkLst 02/19/2015 12: 47: 25 P M Final Check List CITY OF TEMECULA Page: 7 Bank : union UNION BANK Check # Date Vendor 169365 02/19/2015 005075 PRUDENTIAL OVERALL SUPPLY 169366 02/19/2015 017683 PUENTES, LOURDES 169367 02/19/2015 004029 R J M DESIGN GROUP INC 169368 02/19/2015 000262 RANCHO CALIF WATER DISTRICT 169369 02/19/2015 000947 RANCHO REPROGRAPHICS 169370 02/19/2015 000907 RANCHO TEMECULA CAR WASH 169371 02/19/2015 000271 RBF CONSULTING 169372 02/19/2015 013632 RELIANCE CHURCH 169373 02/19/2015 010087 RIGGS & RIGGS INC 169374 02/19/2015 000418 RIVERSIDE CO CLERK & RECORDER 169375 02/19/2015 000418 RIVERSIDE CO CLERK & RECORDER 169376 02/19/2015 000418 RIVERSIDE CO CLERK & RECORDER 169377 02/19/2015 003751 RIVERSIDE CO EDUCATION OFFICE 169378 02/19/2015 001365 RIVERSIDE COUNTY OF 169379 02/19/2015 014661 RIVERSIDE COUNTY TREASURER 169380 02/19/2015 017102 ROBINSON, SHIRLEY (Continued) Description NOV-JAN UNIFORM/FLR MAT SVCS:PARKS/CIVIC NOV-JAN UNIFORM/FLR MTS/TWL RENT) Refund:sec dep:Harveston Center MPR DEC DESIGN SVCS:TEEN/YOUNG ADULT VILLAGE Jan comm water meter:27499 Commerce REPROGRAPHIC SVCS:PW LAND DEV City vehicle detailing srvcs: Police City vehicle detailing srvcs: Code Nov EIR: temecula creek inn Oct -Nov EIR: Tem Creek Inn Aug -Sept EIR: Tem Creek Inn DEC ENG SVCS:I-15/SR-795 INTRCHG Refund:sec dep:Conference CenterA/B Refund:sec dep:Conference Center A/B Refund:Conference Center A/B Appraisal Srvcs:Town Sq Marketplace Recording fees: Res/T. Weido Recording fees: Res/J. Guinto Recording fees: Res/D. Williams State of Educ.Address:3/19 C.W./C.W. renew permit:foc/maint yard Refund:Temecula Strings:Beginning Violin Refund:sec dep:Conference CenterA/B Amount Paid Check Total 1,225.53 1,122.70 200.00 2,059.00 80.78 14.88 25.00 21.00 1,100.00 4,500.00 13,603.43 3,440.48 100.00 200.00 365.00 3,750.00 36.00 36.00 36.00 98.00 1,393.00 125.00 2,348.23 200.00 2,059.00 80.78 14.88 46.00 22,643.91 665.00 3,750.00 36.00 36.00 36.00 98.00 1,393.00 125.00 150.00 150.00 Page:7 apChkLst Final Check List Page: 8 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description Amount Paid Check Total 169381 02/19/2015 017673 ROBINSON, SUZANNE Refund:sec dep:Conference CenterA/B 150.00 150.00 169382 02/19/2015 017674 ROTARY CLUB OF TEMECULA Refund:sec dep:Conference CenterA/B 150.00 150.00 169383 02/19/2015 013827 RYAN MONTELEONE ADDT'L PAVEMENT 10,468.00 10,468.00 EXCAVATION INC DEMOLITION:SANTIAGO RD 169384 02/19/2015 009196 SACRAMENTO THEATRICAL SOUND/LIGHTING SUPPLIES: 251.06 251.06 LIGHTING THEATER 169385 02/19/2015 011511 SCUBA CENTER TEMECULA TCSD Instructor Earnings 504.00 504.00 169386 02/19/2015 013376 SECURITY SIGNAL DEVICES INSTALLACCESS CONTROL SYS:FAC 9,009.47 9,009.47 INC REHAB:CRC 169387 02/19/2015 009213 SHERRY BERRY MUSIC Jazz @ the Merc 02/12/15 654.00 654.00 169388 02/19/2015 000645 SMART & FINAL INC MISC SUPPLIES:HIGH HOPES PGRM 449.99 MISC PGRM SUPPLIES:HUMAN SERVICE 77.05 MISC SUPPLIES:MPSC 233.91 760.95 169389 02/19/2015 000537 SO CALIF EDISON Jan 2-29-479-2981:31454 Tem pkwy TC1 103.34 Jan 2-29-974-7899:26953 Ynez Rd LS3 148.71 Jan 2-35-576-2634:FV pkwy e/o jefferson 84.37 Jan 2-36-171-5626:Butterfield/La serena 134.97 Jan 2-01-202-7603:various LS -1 Allnite 25,738.66 Jan 2-01-202-7330:various LS -1 Allnite 79,858.50 Jan 2-20-798-3248:children's museum 934.11 Jan 2-10-331-2153:28816 Pujol St 527.72 Jan 2-02-351-5281:30875 Rancho vista 4,473.05 Feb 2-28-171-2620 40820 winchester rd 660.27 Jan 2-25-350-5119:45602 Redhawk pkwy 26.15 Jan 2-05-791-8807:31587 Tem pkwy LS3 9,411.56 Jan 2-30-066-2889:30051 Rancho vista 25.27 Jan 2-30-608-9384:28582 Harveston Dr 485.45 Jan 2-33-777-1950:40135 Village Rd 512.24 123,124.37 169390 02/19/2015 000519 SOUTH COUNTY PEST PEST CONTROL SVCS:CRC 980.00 980.00 CONTROL INC 169391 02/19/2015 008337 STAPLES BUSINESS ADVANTAGE 169392 02/19/2015 001546 STRAIGHT LINE GLASS OFFICE SUPPLIES:SKATE PARK 54.18 OFFICE SUPPLIES:CRC 39.32 REPLACE LIGHT LENS:PBSP 117.76 REPLACE LIGHT LENS:PBSP 74.56 93.50 192.32 Page6 apChkLst Final Check List Page: 9 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 169393 02/19/2015 009061 STURDIVANT, ANGELA P. 169394 02/19/2015 017679 TALAG, MARI CAR 169395 02/19/2015 000305 TARGET BANK BUS CARD SRVCS Description Amount Paid Check Total TCSD Instructor Earnings 343.00 343.00 Refund:sec dep:Conference Center A/B 150.00 150.00 MISC SUPPLIES:MPSC 161.64 MISC SUPPLIES:MPSC 77.72 MISC SUPPLIES:SKATE PARK 36.66 276.02 169396 02/19/2015 000168 TEMECULA FLOWER CORRAL Sunshine fund 135.95 135.95 169397 02/19/2015 003677 TEMECULA MOTORSPORTS Veh repair & maint:Police 479.46 479.46 LLC 169398 02/19/2015 016668 TEMECULA STRINGS TCSD Instructor Earnings 175.00 175.00 169399 02/19/2015 011664 TEMECULA UNITED Refund:sec dep:Conference CenterA/B 150.00 150.00 METHODIST CHRC 169400 02/19/2015 000515 TEMECULA VALLEY CHAMBER Refund:sec dep:Conference CenterA/B 100.00 OF Refund:sec dep:Conference Center A/B 100.00 200.00 169401 02/19/2015 006529 TEMECULA VALLEY GARDEN Refund:sec dep:Conference Center 100.00 100.00 CLUB 169402 02/19/2015 003941 TEMECULA WINNELSON MISC PLUMBING SUPPLIES:VAR PARK 385.06 COMPANY SITES misc plumbing supplies:tes & crc pools 25.32 410.38 169403 02/19/2015 014056 TEMECULA YOUTH BASEBALL, Refund:sec dep:Conference CenterA/B 100.00 100.00 GENERAL FUND 169404 02/19/2015 017668 THE PRESS ENTERPRISE Refund:sec dep:Conference CenterA 150.00 150.00 169405 02/19/2015 016311 TIERCE, NICHOLAS GRAPHIC DESIGN SVCS: THEATER 1,530.00 1,530.00 169406 02/19/2015 017686 TIMEZONE MARKETING, INC. Refund:sec dep:Conference CenterA/B 100.00 100.00 169407 02/19/2015 016075 TOBIN, JOHN Purchase prints of Old Town:Econ Dev 275.00 275.00 169408 02/19/2015 017678 TWIN CITIES REALTY/CHASE Refund:sec dep:Conference CenterA/B 100.00 100.00 BANK 169409 02/19/2015 009709 U H S OF RANCHO SPRINGS, Jan assault exams: Police 900.00 900.00 INC Page9 apChkLst Final Check List Page: 10 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor Description 169410 02/19/2015 007766 UNDERGROUND SERVICE JAN UNDERGROUND UTILITY ALERT LOCATOR:PW TRAFF 169411 02/19/2015 002110 UNITED RENTALS NORTH AMERICA FACILITY REHAB:LIBRARY TIMELINE SIGNS MISC EQUIP RENTALS:PW STREET MAIN Amount Paid Check Total 168.00 168.00 567.37 19.44 MISC EQUIP RENTALS:PW STREET MAIN 29.16 615.97 169412 02/19/2015 017579 US HEALTHWORKS MEDICAL PRE-EMPLOYMENT DRUG & DOT:HR 60.00 60.00 GROUP 169413 02/19/2015 017670 VAN AVERY PREP Refund:sec dep:Conference CenterA/B 150.00 150.00 169414 02/19/2015 004261 VERIZON FEB XXX -6540 GEN USAGE:RORI FIRE 120.89 STN Feb xxx-5694 general usage: FS#95 628.00 Feb xxx-2941 general usage:TVE2 424.40 1,173.29 169415 02/19/2015 004789 VERIZON Feb Internet svcs:Library 5.35 Feb Internet svcs:skate park 39.95 Feb Internet svcs:Library 5.35 Feb Internet svcs:c. museum gift shop 134.99 185.64 169416 02/19/2015 004848 VERIZON Feb long distance phone svcs 6.49 6.49 169417 02/19/2015 013647 VICAR OPERATING, INC. Vet care srvcs:Police K-9 Unit 600.79 600.79 169418 02/19/2015 009101 VISION ONE INC Jan ShoWare ticketing services: Theater 2,562.00 2,562.00 169419 02/19/2015 008402 WESTERN RIVERSIDE Jan '15 MSHCP payment 3,179.00 3,179.00 COUNTY 169420 02/19/2015 009721 WOMEN'S COUNCIL OF Refund:sec dep:Conference CenterA/B 100.00 100.00 REALTORS 169421 02/19/2015 017663 WRC REGIONAL Refund:sec dep:Conference CenterA/B 150.00 150.00 CONSERVATION 1000358 02/12/2015 017635 AMBASSADOR PROGRAMS Refund:sec dep:Conference CenterA/B 100.00 100.00 INC. 1000359 02/12/2015 017639 CA DEPARTMENT OF FOOD Refund:sec dep:Conference Center B 100.00 100.00 1000360 02/12/2015 017636 CORDOVA, ROMAN Refund:sec dep:CRC Multipurpose 200.00 200.00 1000361 02/12/2015 017641 MARTINEZ, PEDRO Refund:sec dep:TCC Multipurpose Room 200.00 200.00 Pagel 0 apChkLst Final Check List Page: 11 02/19/2015 12:47:25PM CITY OF TEMECULA Bank : union UNION BANK (Continued) Check # Date Vendor 1000362 02/12/2015 017645 ODUNJO, CATHERINE 1000363 02/12/2015 017637 SUPPORT THE KID FOR CANCER INC 1000364 02/12/2015 017646 TRAN, BICH 1000365 02/12/2015 017647 WYORAL, CELINE Description Refund:Wonders! Math Concepts: Refund:sec dep:CRC Multipurpose Refund:Temecula Strings:Beginning Piano Refund:Ballet Tiny Princess:#1905.102 Amount Paid Check Total 65.00 65.00 200.00 200.00 150.00 150.00 98.00 98.00 Grand total for UNION BANK: 984,973.17 Page:11 apChkLst Final Check List 02/19/2015 12:47:25PM CITY OF TEMECULA Page: 12 158 checks in this report. Grand Total All Checks: 984,973.17 Page:12 Item No. 4 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Jennifer Hennessy, Finance Director DATE: March 10, 2015 SUBJECT: Approve the City Treasurer's Report as of January 31, 2015 PREPARED BY: Rudy J. Graciano, Revenue Manager RECOMMENDATION: That the City Council approve and file the City Treasurer's Report as of January 31, 2015. BACKGROUND: Government Code Sections 53646 and 41004 require reports to the City Council regarding the City's investment portfolio, receipts, and disbursements respectively. Adequate funds will be available to meet budgeted and actual expenditures of the City for the next six months. Current market values are derived from the Local Agency Investment Fund (LAIF) reports, Union Bank of California trust and custody statements, and from US Bank trust statements. Attached is the City Treasurer's Report that provides this information. The City's investment portfolio is in compliance with the statement of investment policy and Government Code Sections 53601 and 53635 as of January 31, 2015. FISCAL IMPACT: None ATTACHMENTS: City Treasurer's Report as of January 31, 2015 Investments City of Temecula, California Portfolio Management Portfolio Summary January 31, 2015 Par Market Book % of Value Value Value Portfolio Term City of Temecula 41000 Main Street P.O. Box 9033 Temecula, CA 92590 (951)694-6430 Days to YTM YTM Maturity 360 Equiv. 365 Equiv. Managed Pool Accounts Retention Escrow Account Letter of Credit Local Agency Investment Funds Federal Agency Callable Securities Federal Agency Bullet Securities Investments Cash Passbook/Checking (not included in yield calculations) Total Cash and Investments Total Earnings Current Year Average Daily Balance Effective Rate of Return 38,284,341.75 38,284,341.75 38,284,341.75 40.86 1 0.107 0.108 600,303.60 600,303.60 600,303.60 0.64 1 1 0.000 0.000 1.00 1.00 1.00 0.00 1 1 0.000 0.000 33,809,485.97 33,808,871.73 33,809,485.97 36.09 1 1 0.258 0.262 7,000,000 00 7,042,450.00 7,000,000.00 7.47 1,213 1.118 1.220 1.237 14,000,000.00 14,074,950.00 13,992,950 00 14.94 1,370 493 0.844 0.856 93,694,132.32 93,810,918.08 8, 314, 930.97 93,687,082.32 100.00% 296 158 0.354 0.359 8,314,930.97 8,314,930.97 102,009,063.29 102,125,849.05 January 31 Month Ending Fiscal Year To Date 25,179.08 85,107,596.73 0.35% Reporting period 01/01/2015-01/31/2015 Run Date: 02/26/2015 - 08:45 0.000 0.000 102,002,013.29 296 158 0.354 0.359 172,616.54 89,689,602.05 0.33% Portfolio TEME CP PM (PRF_PM1) 7.3 0 Report Ver. 7.3.5 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments January 31, 2015 Page 1 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 122216003-2 CITY COP RE2 ASSURED GUARANTY 0.00 0.00 0.00 1.000 0.986 1.000 1 1453718479 WORKERS COMP BANK OF AMERICA MERRILL LYNC 08/01/2014 8,755.46 8,755.46 8,755.46 0.000 0.000 1 104348008-1 01-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348006-4 01-2 RESA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348016-3 01-2 RESB2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348000-4 01-2 SPTAX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669911-2 03-1 ACQA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669921-3 03-1 ACQB3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669902-3 03-1 BOND3 First American Treasury 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 94669906-3 03-1 RES A3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669916-2 03-1 RES B2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669900-4 03-1 SPTAX1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593011-2 03-2 ACQ 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593009-2 03-2 EMWD 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593007-2 03-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593016-4 03-2 LOC 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593010-2 03-2 PWADM2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593006-2 03-2 RES 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593000-3 03-2 SPTX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727011-2 03-3 ACQ2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727002-2 03-3 BOND 2 First American Treasury 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 744727007-2 03-3 CITY2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727009 03-3 EMWD 1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727006-3 03-3 RES3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727000-4 03-3 SP TX 4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686001-2 03-4 ADMIN2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686005-1 03-4 PREP1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686000-1 03-4 RED1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686006-2 03-4 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776002-2 03-6 BOND2 First American Treasury 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 786776007-2 03-6 IMP2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776006-2 03-6 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776000-3 03-6 SP TX3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 95453510-2 88-12 BOND2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 95453518-4 88-12 GI4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 122216003-4 CITY COP RE4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 Run Date: 02/26/2015 - 08:45 Portfolio TEME CP PM (PRF_PM2) 7.3.0 Report Ver. 7.3.5 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments January 31, 2015 Page 2 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 122216008-3 CITY COPCIP2 First American Treasury 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 122216000-2 CITY COPLPF2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94434160-1 RDA 02 INT1 First American Treasury 593,728.13 593,728.13 593,728.13 0.000 0.000 1 94434161-2 RDA 02 PRIN2 First American Treasury 0.09 0.09 0.09 0.000 0.000 1 107886011-2 RDA 06 B PRI First American Treasury 0.06 0.06 0.06 0.000 0.000 1 107886008-2 RDA 06 CIPA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886001 RDA 06 PRIN First American Treasury 07/01/2014 0.05 0.05 0.05 0.000 0.000 1 107886000-2 RDA 06A INT2 First American Treasury 346,118.13 346,118.13 346,118.13 0.010 0.010 0.010 1 107886018-3 RDA 06B CIP3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886010-2 RDA 06B INT2 First American Treasury 0.08 0.08 0.08 0.000 0.000 1 107886016-2 RDA 06B RES2 First American Treasury 202,117.03 202,117.03 202,117.03 0.010 0.010 0.010 1 107886030-2 RDA 07 CAPI2 First American Treasury 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 107886027-2 RDA 07 ESC2 First American Treasury 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 107886020-2 RDA 07 INT2 First American Treasury 0.26 0.26 0.26 0.000 0.000 1 107886021-2 RDA 07 PRINC First American Treasury 0.34 0.34 0.34 0.000 0.000 1 107886028-2 RDA 07 PROJ2 First American Treasury 209,690.48 209,690.48 209,690.48 0.010 0.010 0.010 1 107886026-2 RDA 07 RES2 First American Treasury 1,104,092.37 1,104,092.37 1,104,092.37 0.010 0.010 0.010 1 136343006 RDA 10 DS 1 First American Treasury 1,263,964.46 1,263,964.46 1,263,964.46 0.010 0.010 0.010 1 136343008 RDA 10A CIP2 First American Treasury 19,951.72 19,951.72 19,951.72 0.010 0.010 0.010 1 136343001-2 RDA 10A-INT1 First American Treasury 1.63 1.63 1.63 0.000 0.000 1 136343018-2 RDA 10B CIP2 First American Treasury 5,186,948.53 5,186,948.53 5,186,948.53 0.010 0.010 0.010 1 136343000-1 RDA 10B-INT1 First American Treasury 651,540.84 651,540.84 651,540.84 0.010 0.010 0.010 1 94432360-2 TCSD COP INT First American Treasury 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 104348006-5 01-2 RESA11 Federated Tax Free Obligations 440,466.41 440,466.41 440,466.41 0.010 0.010 0.010 1 104348016-5 01-2 RESB11 Federated Tax Free Obligations 188,642.55 188,642.55 188,642.55 0.010 0.010 0.010 1 104348000-5 01-2 SPTAX11 Federated Tax Free Obligations 49,063.37 49,063.37 49,063.37 0.010 0.010 0.010 1 94669921-5 03-01 ACQ11 Federated Tax Free Obligations 2,144,197.19 2,144,197.19 2,144,197.19 0.010 0.010 0.010 1 94669911-5 03-01 ACQA11 Federated Tax Free Obligations 144.51 144.51 144.51 0.010 0.010 0.010 1 94669922-5 03-01 COI Federated Tax Free Obligations 07/01/2014 0.00 0.00 0.00 0.001 0.001 0.001 1 94669917-5 03-01 RES Federated Tax Free Obligations 07/01/2014 0.02 0.02 0.02 0.000 0.000 1 94669906-5 03-01 RESA11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 94669916-5 03-01 RESB11 Federated Tax Free Obligations 147,776.49 147,776.49 147,776.49 0.010 0.010 0.010 1 94669000-5 03-01 SPTAX11 Federated Tax Free Obligations 57,696.30 57,696.30 57,696.30 0.010 0.010 0.010 1 164741009-5 03-03 COI Federated Tax Free Obligations 07/01/2014 0.00 0.00 0.00 0.001 0.001 0.001 1 164741008-5 03-03 IMP Federated Tax Free Obligations 582,331.20 582,331.20 582,331.20 0.010 0.010 0.010 1 164741006-5 03-03 RES Federated Tax Free Obligations 388.85 388.85 388.85 0.010 0.010 0.010 1 Run Date: 02/26/2015 - 08:45 Portfolio TEME CP PM (PRF_PM2) 7.3.0 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments January 31, 2015 Page 3 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 164741000-5 03-03 SPEC Federated Tax Free Obligations 153,856.78 153,856.78 153,856.78 0.010 0.010 0.010 1 164742009-5 03-06 COI Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 164742006-5 03-06 RES Federated Tax Free Obligations 0.02 0.02 0.02 0.000 0.000 1 786776006-5 03-06 RES11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 164742000-5 03-06 SPEC Federated Tax Free Obligations 8,610.73 8,610.73 8,610.73 0.010 0.010 0.010 1 786776000-5 03-06SPTAX11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 94669902-5 03-lbond fd Federated Tax Free Obligations 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 793593011-5 03-2 ACQ11 Federated Tax Free Obligations 647,990.10 647,990.10 647,990.10 0.010 0.010 0.010 1 793593009-5 03-2 EMWD11 Federated Tax Free Obligations 1,097.90 1,097.90 1,097.90 0.010 0.010 0.010 1 793593016-5 03-2 LOC1 1 Federated Tax Free Obligations 142,025.47 142,025.47 142,025.47 0.010 0.010 0.010 1 793593010-5 03-2 PWADM11 Federated Tax Free Obligations 0.00 0.00 0.00 0.010 0.010 0.010 1 793593006-5 03-2 RES11 Federated Tax Free Obligations 0.00 0.00 0.00 0.010 0.010 0.010 1 793593000-5 03-2 SPTX Federated Tax Free Obligations 7,963.82 7,963.82 7,963.82 0.010 0.010 0.010 1 793593007-5 03-2-IMPR11 Federated Tax Free Obligations 1,144.58 1,144.58 1,144.58 0.010 0.010 0.010 1 744727006-5 03-3 RES11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 744727011-5 03-3ACQ11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 94686001-5 03-4 ADMIN11 Federated Tax Free Obligations 507.53 507.53 507.53 0.010 0.010 0.010 1 94686005-5 03-4 PREP11 Federated Tax Free Obligations 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 94686000-5 03-4 RED11 Federated Tax Free Obligations 2,799.01 2,799.01 2,799.01 0.010 0.010 0.010 1 94686006-5 03-4 RES11 Federated Tax Free Obligations 65,511.75 65,511.75 65,511.75 0.010 0.010 0.010 1 744727000-5 03-SSPTAX11 Federated Tax Free Obligations 0.00 0.00 0.00 0.001 0.001 0.001 1 146161000-5 146161000-5 Federated Tax Free Obligations 546,969.11 546,969.11 546,969.11 0.010 0.010 0.010 1 146161001-5 146161001-5 Federated Tax Free Obligations 0.46 0.46 0.46 0.000 0.000 1 146161006-5 RDA 11 DS11 Federated Tax Free Obligations 1,308,115.33 1,308,115.33 1,308,115.33 0.010 0.010 0.010 1 146161008-5 RDA 11ACIP11 Federated Tax Free Obligations 7,271,545.80 7,271,545.80 7,271,545.80 0.010 0.010 0.010 1 146161009-5 RDA 11ACOI11 Federated Tax Free Obligations 07/01/2014 0.00 0.00 0.00 0.020 0.020 0.020 1 94432363 02001 Financial Security Assurance 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 793593011-1 03-2-1 ACQUI CA Local Agency Investment Fun 11,424,734.81 11,424,734.81 11,424,734.81 0.262 0.258 0.262 1 793593009-1 03-2-1 EMWD CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 793593007-1 03-2-1 IMPRO CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 793593010-1 03-2-1 PW AD CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 793593006-3 03-2-3 RESER CA Local Agency Investment Fun 3,503,850.00 3,503,850.00 3,503,850.00 0.262 0.258 0.262 1 122216008 CITY COP CIP CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 122216003-1 CITY COP RE1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 107886008-1 RDA 06 CIP-1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 107886018-2 RDA 06 CIP-2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 Run Date: 02/26/2015 - 08:45 Portfolio TEME CP PM (PRF_PM2) 7.3.0 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments January 31, 2015 Page 4 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 107886030-1 RDA 07 CAP -1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 107886027-1 RDA 07 ESC -1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 107886028-1 RDA 07 PRO -1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 107886026-1 RDA 07 RES -1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 107886006 RDA 06 RES A MBIA Surety Bond 1.00 1.00 1.00 0.000 0.000 1 94434166 RDA TABs RES MBIA Surety Bond 1.00 1.00 1.00 0.000 0.000 1 94669905-0 03-01 REF USBANK 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 744727099-0 03-03 REF USBANK 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 786776099-0 03-06 REF USBANK 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 SYS95453516-1 95453516-1 USBANK 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 Subtotal and Average 36,434,959.87 38,284,341.75 38,284,341.75 38,284,341.75 0.107 0.108 1 Retention Escrow Account 194012308-16 RJ NOBLE Bank of Sacramento 0.00 0.00 0.00 0.000 0.000 1 ARMY CORPS Army Corps Union Bank 600,303.60 600,303.60 600,303.60 0.000 0.000 1 SYSPI aza Prtnr PI aza Prtnr Wells Fargo Bank 0.00 0.00 0.00 0.000 0.000 1 PORTOLA TRRC Portola Trrc Wells Fargo Bank 0.00 0.00 0.00 0.000 0.000 1 39211000 Summerhouse Wells Fargo Bank 0.00 0.00 0.00 0.000 0.000 1 Subtotal and Average 644,849.23 600,303.60 600,303.60 600,303.60 0.000 0.000 1 Letter of Credit 104348006-1 02008 ASSURANCE CO BOND INSURANCE 07/01/2014 Subtotal and Average 1.00 1.00 1.00 1.00 1.00 1.00 1.00 0.000 0.000 1 0.000 0.000 1 Local Agency Investment Funds 94669917-1 03-01-1 RES CA Local Agency Investment Fun 769,179.22 769,179.22 769,179.22 0.262 0.258 0.262 1 164742006-1 03-06 RES -1 CA Local Agency Investment Fun 307,671.69 307,671.69 307,671.69 0.262 0.258 0.262 1 94669911-1 03-1 ACQ A2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 94669921-1 03-1 ACQ B2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 744727011-1 03-3 ACQ 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 744727007-1 03-3 CITY 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 786776007-1 03-6 IMP 1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 164741006-1 0303-1 RES CA Local Agency Investment Fun 1,425,746.59 1,425,746.59 1,425,746.59 0.262 0.258 0.262 1 SYSCITY CITY CA Local Agency Investment Fun 7,898,991.73 7,898,836.75 7,898,991.73 0.262 0.258 0.262 1 SYSRDA RDA CA Local Agency Investment Fun 1,750.18 1,750.15 1,750.18 0.267 0.263 0.267 1 SYSRDA 10 DS 2 RDA 10 DS 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 Run Date: 02/26/2015 - 08:45 Portfolio TEME CP PM (PRF_PM2) 7.3.0 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments January 31, 2015 Page 5 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Local Agency Investment Funds SYSRDA 10A CIP1 RDA 10A CIP1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 136343018-1 RDA 10B CIP1 CA Local Agency Investment Fun 0.00 0.00 0.00 0.262 0.258 0.262 1 SYSTCSD TCSD CA Local Agency Investment Fun 23,406,146.56 23,405,687.33 23,406,146.56 0.262 0.258 0.262 1 Subtotal and Average 26,543,576.76 33,809,485.97 33,808,871.73 33,809,485.97 0.258 0.262 1 Federal Agency Callable Securities 3133EDTQ5 01197 Federal Farm Credit Bank 08/27/2014 1,000,000.00 1,004,570.00 1,000,000.00 1.590 1.568 1.590 1,303 08/27/2018 3130A1WX2 01195 Federal Home Loan Bank 05/28/2014 1,000,000.00 1,001,990.00 1,000,000.00 1.050 1.036 1.050 939 08/28/2017 3130A3NK6 01200 Federal Home Loan Bank 12/29/2014 1,000,000.00 1,005,460.00 1,000,000.00 1.150 1.134 1.150 1,062 12/29/2017 3130A3RY2 01201 Federal Home Loan Bank 12/30/2014 1,000,000.00 1,005,820.00 1,000,000.00 1.150 1.134 1.150 1,062 12/29/2017 3134G5JJ5 01198 Federal Home Loan Mtg Corp 09/29/2014 1,000,000.00 1,009,000.00 1,000,000.00 1.100 1.085 1.100 971 09/29/2017 3136G2A64 01199 Federal National Mtg Assn 11/28/2014 1,000,000.00 1,003,720.00 1,000,000.00 1.070 1.055 1.070 1,030 11/27/2017 3136G2CE5 01203 Federal National Mtg Assn 01/30/2015 1,000,000.00 1,011,890.00 1,000,000.00 1.550 1.529 1.550 1,459 01/30/2019 Subtotal and Average 6,064,516.13 7,000,000.00 7,042,450.00 7,000,000.00 1.220 1.237 1,118 Federal Agency Bullet Securities 31331KE55 01175 Federal Farm Credit Bank 10/06/2011 1,000,000.00 1,012,920.00 1,000,000.00 1.300 1.282 1.300 613 10/06/2016 31331KK58 01177 Federal Farm Credit Bank 10/26/2011 1,000,000.00 1,006,340.00 1,000,000.00 1.050 1.036 1.050 267 10/26/2015 31331KV98 01178 Federal Farm Credit Bank 11/23/2011 1,000,000.00 1,006,280.00 1,000,000.00 0.970 0.957 0.970 295 11/23/2015 31331K2P4 01182 Federal Farm Credit Bank 12/09/2011 1,000,000.00 1,006,880.00 1,000,000.00 1.000 0.986 1.000 311 12/09/2015 31331K6P0 01183 Federal Farm Credit Bank 01/19/2012 1,000,000.00 1,006,270.00 1,000,000.00 0.850 0.838 0.850 352 01/19/2016 3133EA6K9 01192 Federal Farm Credit Bank 10/29/2012 1,000,000.00 1,001,440.00 1,000,000.00 0.410 0.404 0.410 270 10/29/2015 3133EDN0 01196 Federal Farm Credit Bank 06/11/2014 1,000,000.00 1,011,700.00 1,000,000.00 1.200 1.179 1.195 1,075 01/11/2018 3133EEHU7 01202 Federal Farm Credit Bank 01/14/2015 1,000,000.00 1,011,020.00 1,000,000.00 1.410 1.391 1.410 1,443 01/14/2019 313376YQ2 01185 Federal Home Loan Bank 02/13/2012 1,000,000.00 1,000,080.00 1,000,000.00 0.400 0.395 0.400 12 02/13/2015 313378AC5 01187 Federal Home Loan Bank 02/22/2012 1,000,000.00 1,001,150.00 1,000,000.00 0.500 0.493 0.500 110 05/22/2015 313378QH7 01189 Federal Home Loan Bank 03/28/2012 1,000,000.00 1,006,430.00 1,000,000.00 0.900 0.888 0.900 421 03/28/2016 313381DZ5 01193 Federal Home Loan Bank 11/28/2012 1,000,000.00 1,000,670.00 1,000,000.00 0.550 0.542 0.550 695 12/27/2016 3135G0HG1 01190 Federal National Mtg Assn 07/05/2012 1,000,000.00 1,000,300.00 999,270.00 0.375 0.399 0.404 43 03/16/2015 3135G0PQ0 01194 Federal National Mtg Assn 11/26/2013 1,000,000.00 1,003,470.00 993,680.00 0.875 1.026 1.040 998 10/26/2017 Subtotal and Average 14,283,272.58 Run Date: 02/26/2015 - 08:45 14,000,000.00 14,074,950.00 13,992,950.00 0.844 0.856 493 Portfolio TEME CP PM (PRF_PM2) 7.3.0 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments January 31, 2015 Average Purchase Stated YTM YTM Days to Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Page 6 Total and Average 85,107,596.73 Run Date: 02/26/2015 - 08:45 93,694,132.32 93,810,918.08 93,687,082.32 0.354 0.359 158 Portfolio TEME CP PM (PRF_PM2) 7.3.0 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Cash January 31, 2015 Average Purchase Stated YTM YTM Days to Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Page 7 Retention Escrow Account SYSAAA#1202 AAA#1202 COMMUNITY BANK 4110170281 EDGEDEV TORRY PINES BANK 23303800 PCL CONST Wells Fargo Bank 44,576.80 44,576.80 44,576.80 0.000 0.000 1 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 07/01/2014 0.00 0.00 0.00 0.000 0.000 1 Passbook/Checking Accounts SYSPetty Cash Petty Cash City of Temecula 07/01/2014 3,110.00 3,110.00 3,110.00 0.000 0.000 1 SYSFIex Ck Acct Flex Ck Acct Union Bank of California 07/01/2014 27,113.55 27,113.55 27,113.55 0.000 0.000 1 SYSGen Ck Acct Gen Ck Acct Union Bank of California 8,232,381.62 8,232,381.62 8,232,381.62 0.000 0.000 1 SYSParking Ck PARKING CITA Union Bank of California 07/01/2014 7,749.00 7,749.00 7,749.00 0.000 0.000 1 Average Balance 0.00 1 Total Cash and Investments 85,107,596.73 Run Date: 02/26/2015 - 08:45 102, 009, 063.29 102,125, 849.05 102,002,013.29 0.354 0.359 158 Portfolio TEME CP PM (PRF_PM2) 7.3.0 Cash and Investments Report CITY OF TEMECULA Through January 2015 Fund # Fund Name Beoinnino Balance Receipts Disbursements Fund Total 001 GENERAL FUND 100 STATE GAS TAX FUND 120 DEVELOPMENT IMPACT FUND 135 BUSINESS INCUBATOR RESOURCE 140 COMMUNITY DEV BLOCK GRANT 145 TEMECULA ENERGY EFFICIENCY ASSET TEAM 150 AB 2766 FUND 160 SUPPLEMENTAL LAW ENFORCEMENT SERVICES 161 LARRY ROBINSON REWARD 165 AFFORDABLE HOUSING 170 MEASURE A FUND 190 TEMECULA COMMUNITY SERVICES DISTRICT 192 TCSD SERVICE LEVEL "B" STREET LIGHTS 194 TCSD SERVICE LEVEL "D" REFUSE/RECYCLING 195 TCSD SERVICE LEVEL "R" STREET/ROAD MAINT 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 197 TEMECULA LIBRARY FUND 210 CAPITAL IMPROVEMENT PROJECT FUND 273 CFD 03-1 CROWNE HILL IMPROVEMENT FUND 275 CFD 03-3 WOLF CREEK IMPROVEMENT FUND 277 CFD-RORIPAUGH 300 INSURANCE FUND 305 WORKERS COMPENSATION 310 VEHICLES AND EQUIPMENT FUND 320 INFORMATION TECHNOLOGY 325 TECHNOLOGY REPLACEMENT FUND 330 CENTRAL SERVICES 340 FACILITIES 375 SUMMER YOUTH EMPLOYMENT PROGRAM 380 SARDA DEBT SERVICE FUND 381 REDEVELOPMEN PROPERTY TAX TRUST 460 CFD 88-12 DEBT SERVICE FUND 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 474 AD 03-4 JOHN WARNER ROAD DEBT SERVICE 475 CFD 03-3 WOLF CREEK DEBT SERVICE FUND 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 530 SERVICE LEVEL"C"ZONE 30 FUTURE ZONES $ 18,918,416.73 $ 15,461,535.11 $ 7,981,411.72 $ 26,398,540.12 372,529.19 $ 387,696.31 $ 195,678.10 564,547.40 5,339,446.45 $ 124,083.87 $ 1,062,722.21 4,400,808.11 23,601.79 $ 22,456.29 $ 27,428.19 18,629.89 $ 80,730.54 $ 80,730.54 - 172,682.39 $ 199.58 $ 2.15 172,879.82 476,493.12 $ 527.72 $ 755.92 476,264.92 $ 27,099.34 $ 27,099.34 - 25,144.04 $ 30.35 $ 0.31 25,174.08 $ 2,946,281.45 $ 2,955,604.68 (9,323.23) 4,159,340.12 $ 190,911.38 $ 1,754,684.31 2,595,567.19 $ 2,571,429.25 $ 910,087.84 1,661,341.41 $ 314,406.53 $ 117,383.12 197,023.41 90,456.60 $ 3,443,471.44 $ 6,365.87 3,527,562.17 16,926.83 $ 2,976.03 $ 0.25 19,902.61 196,465.14 $ 119,918.23 $ 13,009.40 303,373.97 125,836.51 $ 79,385.52 $ 99,660.75 105,561.28 5,647,645.36 $ 2,905,003.38 $ 234,191.33 8,318,457.41 2,144,323.49 $ 18.21 $ - 2,144,341.70 582,326.06 $ 5.14 $ - 582,331.20 12,193,674.39 $ 7,458.54 $ 1.59 12,201,131.34 548,186.97 $ 288,749.43 $ 371,893.24 465,043.16 169,529.08 $ 30.72 $ 744.12 168,815.68 1,450,929.19 $ 39,096.88 $ 38,196.04 1,451,830.03 483,445.65 $ 1,358,976.91 $ 592,994.41 1,249,428.15 118,120.58 $ 87,253.68 $ 69,328.69 136,045.57 499,412.44 $ 130,653.12 $ 144,599.64 485,465.92 500,507.32 $ 345,740.91 $ 446,695.95 399,552.28 2,506.45 $ - $ 35.45 2,471.00 16,363,262.73 $ 4,384,237.83 $ 1,978,736.76 18,768,763.80 $ 3,072,386.62 $ 2,403,445.90 668,940.72 88,380.64 $ 106.48 $ 1.10 88,486.02 739,961.58 $ 555,625.06 $ 7.67 1,295,578.97 1,081,632.58 $ 469,064.47 $ 7.16 1,550,689.89 69,928.83 $ 54,447.59 $ 0.69 124,375.73 1,937,047.49 $ 953,302.47 $ 16.28 2,890,333.68 329,802.93 $ 167,195.19 $ 2.25 496,995.87 4,977,438.44 $ 1,916,390.76 $ 846.23 6,892,982.97 $ 18,763.26 $ 6,457.18 12,306.08 45,323.05 $ 21,608.37 $ 1,810.94 65,120.48 17,039.16 $ 24,700.90 $ 2,229.07 39,510.99 1,215.68 $ 3,167.19 $ 386.64 3,996.23 $ 19,730.46 $ 11,685.01 8,045.45 19,590.40 $ 12,395.61 $ 910.00 31,076.01 $ 8,597.33 $ 5,099.70 3,497.63 $ 70,976.76 $ 25,257.00 45,719.76 18,686.67 $ 2,462.31 $ 148.82 21,000.16 1,592.13 $ 4,765.33 $ 383.78 5,973.68 627.07 $ 1,104.21 $ 111.45 1,619.83 1,989.90 $ 49,239.20 $ 3,965.28 47,263.82 $ 17,234.29 $ 15,329.41 1,904.88 $ 7,515.10 $ 4,360.94 3,154.16 $ 4,745.48 $ 2,488.55 2,256.93 60,008.53 $ 18,659.58 $ 1,021.98 77,646.13 842.35 $ 907.98 $ 141.47 1,608.86 $ 49,627.47 $ 23,912.41 25,715.06 54,911.60 $ 27,677.00 $ 2,460.00 80,128.60 78,815.76 $ 92,740.86 $ 7,875.44 163,681.18 45,438.90 $ 114,782.36 $ 19,567.09 140,654.17 $ 2,115.10 $ 1,230.36 884.74 6,586.18 $ 3,883.26 $ 363.36 10,106.08 30,763.12 $ 82,546.54 $ 11,507.25 101,802.41 36,424.83 $ 21,698.34 $ 2,025.45 56,097.72 922.18 $ 948.54 $ 90.49 1,780.23 $ 4,432.35 $ 2,553.70 1,878.65 189,281.87 $ 116,809.15 $ 10,278.73 295,812.29 530.24 $ 1,709.75 $ 142.16 2,097.83 33,554.70 $ 40.49 $ 0.42 33,594.77 Grand Total: $ 80,489,545.43 $ 43,314,466.90 $21,678,163.28 $ 102,125,849.05 Journal Entries completed atter December's Treasurer's Report was issued are reflected in the Receipts / Disbursements columns. Item No. 5 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Randi Johl-Olson, City Clerk DATE: March 10, 2015 SUBJECT: Authorize the Mayor to Send a Letter of Support in Regards to AB 288 (Holden) and a Letter of Opposition in Regards to AB 278 (Hernandez) PREPARED BY: Randi Johl-Olson, City Clerk RECOMMENDATION: That the City Council authorize the Mayor, on behalf of the City, to send a letter of support in regards to AB 288 (Holden) and a letter of opposition in regards to AB 278 (Hernandez). BACKGROUND: With respect to AB 288 (Holden), this bill would authorize the governing board of a community college district to enter into a College and Career Access Pathways partnership with the governing board of a school district located within its service area with the goal of developing seamless pathways from high school to community college for career technical education or preparation for transfer, improving high school graduation rates, or helping high school pupils achieve college and career readiness. This bill is consistent with City's long-standing education goals for the community and support of the bill is therefore requested. With respect to AB 278 (Hernandez), this bill would require cities with a population of 100,000 or more with at -large elections to implement district -based elections. This bill is inconsistent with the City's existing at -large election system, is a significant unfunded mandate and opposition of the bill is therefore requested. FISCAL IMPACT: There is no fiscal impact associated with the communication of the correspondence. Fiscal impacts associated with potential bill implementation are incorporated in the draft letters attached hereto. ATTACHMENTS: 1. Draft Letter of Support in Regards to AB 288 (Holden) 2. Draft Letter of Opposition in Regards to AB 278 (Hernandez) March 10, 2015 The Honorable Jose Medina, Chair Assembly Committee on Higher Education 1020 N Street, Room 173 Sacramento, California 95814 SUBJECT: AB 288 (Holden) College and Career Access Pathway Partnerships NOTICE OF SUPPORT Dear Assembly Member Medina: On behalf of the City of Temecula, I am pleased to support Assembly Bill 288 by Assembly Member Christopher Holden, which would establish the College and Career Access Pathways (CCAP). The bill would promote the development of formal school and community college district partnerships that offer dual enrollment opportunities to a broader range of students. Achieving the state's goal of improved student success relies in part on developing innovative strategies that support the academic preparation and achievement of California's high school graduates. To this end, CCAP partnerships would focus on developing seamless pathways from high school to community college that help high school students achieve college and career readiness and avoid remedial coursework when they pursue their higher education goals. CCAP partnerships would help students acquire the academic skills needed to succeed in college and accelerate their time to transfer, or degree and certificate completion. One of the most important outcomes of a CCAP partnership would be a decrease in the demand for remediation at the community college level. This is a critical factor because students who arrive at community college academically prepared and with some accumulation of college credit save both time and money and have a greater chance of reaching their educational and career goals. The City supports AB 288 because it would enable high schools and community colleges to offer dual enrollment opportunities to students who may not otherwise be college bound. Dual enrollment has already proven to be effective at providing more rigorous classes and diverse subject matter for high school students needing academic enrichment. CCAP partnerships have the potential to accomplish the same results for students needing additional assistance to become college and career ready or to see themselves as "college material." The City believes AB 288 would ensure more students graduate from high school prepared for college -level coursework or a career. Thank you for your consideration of this measure. Please feel free to contact me at (951) 506-5100 if you have any questions regarding our support for this bill. Sincerely, Jeff Comerchero Mayor CC: Assembly Member Christopher Holden Members of the Assembly Committee on Higher Education Committee California Community Colleges Chancellor's Office Assembly Member Marie Waldron Senator Jeff Stone Ellison Wilson Advocacy, LLC League of California Cities March 10, 2015 The Honorable Roger Hernandez California State Assembly State Capitol Building, Room 4146 Sacramento, California 94249-0048 SUBJECT: AB 278 (Hernandez). District -Based Municipal Elections NOTICE OF OPPOSITION Dear Assembly Member Hernandez: The City of Temecula regrets that it must oppose Assembly Bill 278 which would amend the California Voting Rights Act of 2001 (CVRA) to mandate district -based elections on all cities with a population of 100,000 or more. This sweeping and costly unfunded state mandate to segregate cities into districts is neither necessary nor appropriate and would cost the taxpayers of this state millions of dollars to impose not only today, but well into the future as cities continue to grow in size to exceed 100,000. Each city would need to hire consultants and attorneys with specific expertise to analyze election patterns, conduct outreach meetings and draw district boundaries, and to protect and defend the city against the possibility of related litigation. As you are aware, the Appropriations Committee associated a $2.2 million figure, based on an assumed average of $100,000 per city, to Assembly Bill 2715 (Hernandez), an identical bill introduced last year. The analysis also indicated cities will likely incur additional litigation costs related to proposed district boundaries. According to the 2010 Census, there are approximately 13 cities with a population of 90,000 or more already adding an additional $1.3 million as soon as they reach 100,000. These costs, along with the costs of future cities reaching 100,000 in population, will be accrued in addition to the initial estimated figure of $2.2 million and represent an ongoing unfunded mandate. AB 278 does not consider unique population characteristics or the geographic size and location of cities. The population of the City of Temecula barely surpasses 100,000 and its geographical span is no more than 12 miles diagonally (with its north to south and east to west boundaries spanning only four to eight miles across the City). In addition, the City's fully -integrated residential population is settled on the east side of Interstate -15, with the west side being commercial and industrial. Whether it is age, sex, or race, the City Council of the City of Temecula clearly reflects the make-up of our community and has done so for many years. While we understand and appreciate your efforts to ensure underrepresented populations have an ability to elect a candidate of their choice for equal and fair representation, dividing neighborhoods in Temecula would be specifically detrimental to this cause because the diverse population is demographically intermixed citywide. We understand you have utilized West Covina as an example for this legislation. According to the last census numbers, West Covina's demographic statistics indicate 42.8% White Alone and 53.2% Hispanic or Latino. Temecula's demographic statistics indicate 70.8% White Alone and 24.7% Hispanic or Latino. Again, there are no clearly identifiable pockets of demographics or communities of like interest in Temecula as the residential neighborhoods in the City are intermixed. Whether it is public safety, recreational opportunities or overall quality of life, Temecula citizens pride themselves on equal access to all services throughout the City, including City Council representation. In Temecula's case, citizens would be specifically harmed if they are confined to the boundaries of smaller districts. Finally, AB 278 underestimates the existing strength of the California Voting Rights Act. Currently any voter can challenge an at -large election system and recover attorneys' fees and costs. Proof of intent to discriminate is not necessary, only an impairment of an ability to elect or influence is necessary. Geographic compactness or concentration is not necessary. Unlike the proposed legislation, the CVRA does not reference or require a specific population for its provisions to apply. Various factors are probative and not necessary to establish violations. The CVRA, as it exists today, is strong and it is working. For the reasons stated above, the City of Temecula must respectfully oppose this legislation. Sincerely, Jeff Comerchero Mayor CC: Temecula City Council Members Chair and Members, Assembly Elections and Redistricting Committee Chair and Members, Assembly Local Government Committee Chair and Members, Assembly Appropriations Committee Assembly Member Marie Waldron Senator Jeff Stone Ellison Wilson Advocacy, LLC League of California Cities Item No. 6 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Assistant City Manager DATE: March 10, 2015 SUBJECT: Approve an Agreement with Buxton for an Economic Development Retail Recruitment Report PREPARED BY: Christine Damko, Economic Development Analyst RECOMMENDATION: That the City Council approve an Agreement with Buxton, in the amount of $40,000, for an Economic Development Retail Recruitment Report. BACKGROUND: Now in its 25th year of incorporation, the City of Temecula is the job and retail epicenter of Southwest Riverside County. Strong investment in quality of life has helped Temecula retain and attract residents, quality jobs and retailers to ensure economic prosperity. The Promenade Mall, a 1.1 million square feet regional lifestyle center anchors Temecula's retail core along with 79 neighborhood and community retail centers located throughout the City. Temecula's retailers generate $28.9 million in sales tax revenue, ranking Temecula 44th out of 539 cities/counties in California. Temecula's retail per capita is $276, making Temecula 79th in California. In order to maintain Temecula as a quality retail destination, discover the full potential of our retail market, and to seize new retail opportunities, Staff recommends an in-depth retail recruitment report. In order to strategically recruit retailers, pertinent customer profile information is needed that goes beyond income, race and age demographics, but rather dives into consumer proximity, demand, economic level and buying habits. These factors are what retailers look at when deciding to open/expand. Having this information before reaching out to targeted retailers will not only give Staff an understanding of what the retailer is looking for, and then tailor an attraction strategy to that specific retailer, but will strengthen Temecula's allure for those retailers that "match" Temecula's consumer. The proposed Buxton Economic Development Retail Recruitment Report will provide the City with a custom, targeted retail assessment that will be used for attraction of the citizen's "most wanted" retailers that currently do not have a presence in Temecula. The report will provide a retail site assessment, define and evaluate the Temecula trade area and complete a drive time analysis. Buxton will develop a top 10 list of retailers currently not present in our community that match Temecula's consumer profile. Finally they will compare Temecula's consumer profile with the characteristics sought by Temecula's Top 10 most wanted retailers. FISCAL IMPACT: Funding has been identified through Economic Development. A $35,000 budget allocation for this report was approved by the City Council on February 24, 2015 as part of the Mid -Year Budget Adjustment. The remaining $5,000 has been absorbed through Economic Development's existing budget. ATTACHMENTS: Agreement AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF TEMECULA AND BUXTON COMPANY RETAIL ATTRACTION MARKETING STUDY THIS AGREEMENT is made and effective as of March 10, 2015, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Buxton Company, a Texas Corporation (dba:Buxton) (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on March 10, 2015, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2015, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed Forty Thousand Dollars and 00/100 ($40,000.00) for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager . Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million Dollars ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. 4) Professional Liability Coverage: One Million Dollars ($1,000,000) per claim and in aggregate. c. Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A -:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: To Consultant: 14. ASSIGNMENT City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 Attn: David Glover Chief Financial Officer Buxton 2651 S. Polaris Drive Fort Worth, TX 76137 The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub -contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub -contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA BUXTON, COMPANY (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Jeff Comerchero, Mayor David Glover, Chief Financial Officer ATTEST: By: By: Randi Johl-Olson, City Clerk Cody Howell, Vice President & General Manager CID APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONSULTANT Buxton Company 2651 S. Polaris Drive Fort Worth, TX 76137 817.332.3681 Lisa Hill-McCay <Ihill-mccay@buxtonco.com> Acting PM Initials- Date: EXHIBIT A Tasks to be Performed The specific elements (scope of work) of this service include: The Buxton Company will develop a retail attraction marketing study for the City of Temecula to include: 1. Work to be completed within 35 business day from agreement approval 2. One Year Contract 3. Scope includes: - Profile Temecula Trade Area's Residential Customers - Retails Site Assessment - Define and Evaluate Temecula Trade Area and Drive Time Analysis - Provide a Top 10 list of current retailers that match Temecula consumer profile that we currently do not have - Provide a consumer profile comparison of Temecula's Top 10 Most Wanted Retailers EXHIBIT B Payment Rates and Schedule This amount shall not exceed Forty Thousand Dollars and 00/100 ($40,000.00) for the total term of this Agreement. Payment will be made in the amount of Twenty Thousand Dollars and 00/100 ($20,000.00) upon execution of Agreement and Twenty Thousand Dollars and 00/100 ($20,000.00) upon completion and delivery of marketing study. Item No. 7 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Assistant City Manager DATE: March 10, 2015 SUBJECT: Approve Insurance Brokerage Services Agreement with Arthur J. Gallagher & Co. for the provision of Insurance Brokerage Services PREPARED BY: Roberto Cardenas, Fiscal Services Manager RECOMMENDATION: That the City Council: 1. Approve a one (1) year agreement with Arthur J. Gallagher & Co. in the amount of $50,000, for the provision of Insurance Brokerage Services. 2. Authorize the City Manager to renew four (4) additional one (1) year term amendments for a five (5) year total agreement amount of $260,000. BACKGROUND: On February 11, 2015 the City issued a Request for Proposals (RFP) for Insurance Brokerage Services from qualified firms or individuals who possess the experience, capability, and expertise in the area of various municipal commercial insurance markets including but not limited to Liability, Property, and Workers' Compensation. The City received seven (7) proposals - one of the seven proposals was submitted by a local vendor (Strachota Insurance Agency, Inc.) and another was submitted by the City's current insurance broker (Brown and Brown Insurance Services). After thoroughly evaluating the responsive proposals, which included interviewing each team, the Selection Panel ranked the proposals as follows: Rank Company Score Avg. Yearly Fee 5 Year Fee 1 Arthur J. Gallagher & Company 100% $ 52,000.00 $ 260,000.00 2 Aon 94% $ 51,400.00 $ 257,000.00 3 Keenan & Associates 94% $ 50,895.80 $ 254,479.00 4 Kaercher Campbell & Associates 83% $ 49,500.00 $ 247,500.00 5 Cumbre Insurance 83% $ 42,500.00 $ 212,500.00 6 Brown & Brown Insurance Services 70% $ 46,000.00 $ 230,000.00 7 Strachota Insurance Agency, Inc. 40% Did Not Quote Did Not Quote After applying the 5% Local Vendor Preference to Strachota Insurance Agency, Inc., their adjusted score of 40% did not bring their score equal to or better than the highest non -local score. The panel ranked Arthur J. Gallagher & Company (AJG) as the best qualified firm with the most cost effective proposal. As with any service, although price was of prime consideration, it was not the sole determining factor. More specifically, the evaluation process revealed important differences between the level of experience and the quality of service each insurance broker was capable of providing. Therefore, although the fee charged by AJG was not the lowest, the experience and quality of service AJG included with their fee far exceed the value provided by the lower fee structures. AJG's experience and quality of service includes, but is not limited to: § Founded in 1927, AJG has over 65 years of experience specializing in public entities. § AJG currently insures over 500 California cities and thousands of cities nationally. § Located in San Francisco, AJG is the third (3rd) largest insurance brokerage and risk management services firm in the world. § AJG is the first and only broker recognized as the world's Most Ethical Companies by the Ethisphere Institute - a distinction that honors superior achievements in transparency, integrity, ethics and compliance. § AJG's wide -array of online tools and services (e.g. web -based online staff training, tracking, and record management) will be provided at no additional cost to the City. § AJG provides their clients with broad and seamless brokerage services where the emphasis is on their client's needs rather than their corporate structure. Moreover, the City is projected to pay broker fees to Brown & Brown Insurance Services in the amount of $54,697 for FY 2014/2015. Using this projection as a benchmark, AJG's five (5) year average yearly fee of $52,000 represents an immediate yearly savings of $2,697 over our current broker. FISCAL IMPACT: Insurance broker fees will be paid with fiscal year 2014/2015 Insurance and Workers' Compensation internal service funds in the amount of $50,000 for services that extend into fiscal year 2015/2016. For the remaining four years, funds will be adequately set aside from the Insurance and Workers' Compensation internal service funds. ATTACHMENT: Agreement AGREEMENT FOR CONSULTANT SERVICES BETWEEN CITY OF TEMECULA AND ARTHUR J. GALLAGHER & CO. INSURANCE BROKERS OF CALIFORNIA, INC. INSURANCE BROKERAGE SERVICES AGREEMENT THIS AGREEMENT is made and effective as of March 10, 2015, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Arthur J. Gallagher & Co. Insurance Brokers of California, Inc., a Corporation (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on March 10, 2015, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2016 unless sooner terminated pursuant to the provisions of this Agreement. The City may, upon mutual agreement, extend the contract for four (4) additional (1) year terms. In no event shall the contract be extended beyond June 30, 2020. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. PAYMENT a. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed Fifty thousand dollars ($50,000) for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager . Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of Fifty Dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One Million Dollars ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One Million Dollars ($1,000,000) per accident for bodily injury or disease. 4) Professional Liability Coverage: One Million Dollars ($1,000,000) per claim and in aggregate. c. Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City of Temecula, Temecula Community Services District, and/or the Successor Agency to the Temecula Redevelopment Agency, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Successor Agency to the Successor Agency to the Temecula Redevelopment Agency, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state in substantial conformance to the following: If the policy will be canceled before the expiration date the insurer will notify in writing to the City of such cancellation not less than thirty (30) days' prior to the cancellation effective date. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A -:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: To Consultant: 14. ASSIGNMENT City of Temecula Attn: City Manager 41000 Main Street Temecula, CA 92590 Arthur J. Gallagher & Co. Attn: Susan J. Blankenburg 1255 Battery Street, Suite 450 San Francisco, CA 94111 The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub -contractors for this project, during his/her tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub -contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA Arthur J. Gallagher & Co. (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Aaron Adams, City Manager Jim Buckley, Executive Vice President § ATTEST: By: By: Randi Johl-Olson, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONSULTANT Susan J. Blankenburg, Senior Vice President Arthur J. Gallagher & Co. Attn: Susan J. Blankenburg 1255 Battery Street, Suite 450 San Francisco, CA 94111 Ph.: 415-536-8417 Susan_Blankenburg@ajg.com Acting PM Initials: Date: EXHIBIT A Tasks to be Performed The Consultant shall: 1. Insurance Consulting Services: a. Upon proposal acceptance, and on a policy renewal basis thereafter, assess the City's operational risks, existing City insurance policies, and provide recommendations regarding: § Types of insurance coverage including overlaps, gaps, and restrictions in coverage § Levels of coverage necessary to protect the City from reasonable risks § Levels of deductible for each policy to provide the best balance of risk limitation and lower premium § Such other factors as the broker shall recommend. b. Inspect the City's properties every two (2) years and update building values as appropriate. c. Notify the City of any new developments in the industry (or markets generally) that may affect the City in any way or impact the insurance coverage or policies sought and/or retained by the City. d. Provide the City in writing with the broker's best estimate of the insurance premiums for upcoming policies for budget projection purposes. 2. Insurance Marketing Services: a. Organize, develop, and present the City's insurance coverage requirements to insurance vendors and obtain price quotes from responsible insurers. Coverage shall cover a 12 -month period beginning July 1 of each year. The initial period of shall cover July 1, 2015 to July 1, 2016. b. Evaluate quotes and present the package of insurance policy terms, conditions, and premiums to the City that best reflect the goals and objectives of the City. c. Act as the liaison and advocate for the City (as directed) in any negotiations with insurers, prospective insurers, underwriters, claims staff, and other parties regarding insurance matters. 3. Administrative Services a. The primary account representative and other account team members for the insurance broker shall be reasonably available to the City and its staff to address questions related to this account. Administrative services shall include, but shall not be limited to: § Verify that new policies, binders, certificates, endorsements and other documents are accurate and reflect the terms and conditions agreed to during negotiations. § Assess insurance company stability, solvency, and service records. § Issue evidence of enrollment, insurance policies, certificates of insurance and associated endorsements to all insured parties in a timely manner. § Upon request, provide timely, verbal and written interpretation of coverage. § Attend City Council meetings with City representatives as required. § Provide City with a summary of the key components of the City's insurance program and any changes to coverage, and a schedule of insurers for the new policy period. § Maintain a user friendly electronic data base of the City's building inventory with pertinent building construction and valuation information. § Notify the City of invoicing of premiums for all outstanding policies to assure that no policy lapses inadvertently. § Provide advice to City on ways to strengthen City loss safety programs. § Assist City staff with the insurance claim submission and the claim handling process. § Maintain accurate claims data on an accident date basis and provide loss runs to the City as required. § Inform the City immediately of any proposed changes to personnel assigned to the City's account. Such changes must be approved by the City. § Cooperate in any transition to another broker at the expiration of the contract. § Provide such other services related to the insurance coverage as the City may reasonably request. 4. Insurance Requirements a. The City requires its insurance programs be serviced and underwritten by carriers and agencies licensed by the State of California, fully competent with adequate knowledge experience, personnel and facilities. The minimum financial guidelines for all insurers are an A.M. Best rating of A- VII or higher. 5. Target Solutions a. Provide Target Solutions online training and records management to the City at no additional cost. EXHIBIT B Payment Rates and Schedule Pricing shall be as follows: Year Fee March 10, 2015 to June 30, 2016 $50,000 July 1, 2016 to June 30, 2017 $51,000 July 1, 2017 to June 30, 2018 $52,000 July 1, 2018 to June 30, 2019 $53,000 July 1, 2019 to June 30, 2020 $54,000 Fee includes full brokerage, access for all employees to all training courses, risk management services, claims assistance, claims advocacy, contract review, and workers' compensation claims. Consultant shall return any commissions to the City which may be earned on placements with carriers who will not quote excluding commission. Annually, Consultant shall report any and all commissions to the City. Item No. 8 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Assistant City Manager DATE: March 10, 2015 SUBJECT: Adopt the 2012 City of Temecula Local Hazard Mitigation Plan Annex to the Riverside County Operational Area Multi -Jurisdictional Local Hazard Mitigation Plan PREPARED BY: Roberto Cardenas, Fiscal Services Manager RECOMMENDATION: That the City Council adopt a resolution entitled: RESOLUTION NO. 15- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING THE 2012 CITY OF TEMECULA LOCAL HAZARD MITIGATION PLAN ANNEX TO THE RIVERSIDE COUNTY OPERATIONAL AREA MULTI - JURISDICTIONAL LOCAL HAZARD MITIGATION PLAN BACKGROUND: The Disaster Mitigation and Cost Recovery Act of 2000 (DMA 2000) amended the Robert T. Stafford Disaster Relief and Emergency Assistance Act by placing a new emphasis on hazard mitigation planning, primarily moving from post -disaster mitigation to pre -disaster mitigation. As part of DMA 2000, the Federal Emergency Management Agency (FEMA) is responsible for coordinating the implementation of the Act requiring local government, state, and special jurisdictions to develop and maintain hazard mitigation plans. In order to qualify for future hazard mitigation grants, each jurisdiction must prepare, and have approved by the Federal Government a local hazard mitigation plan (LHMP). An LHMP must be approved every five years per DMA 2000. Riverside County's efforts to update the 2004 Riverside County Operational Area Multi - Jurisdictional LHMP began in 2011. The goal was to bring all members of the Riverside County Operational Area (county, cities, special district, and tribes), along with local businesses and interested members of the public, together to create a multi -jurisdictional plan that identified and assessed the various hazards in the entire County of Riverside. The desire was to have the County, along with the cities, special districts, and tribes develop an all-inclusive plan, rather than have each city, special district, and tribe develop their own plan. The current planning process evaluated the potential impact of each identified hazard on the county, cities, special districts, and tribes. All participating jurisdictions helped establish a list of potential mitigation efforts and prioritized those efforts based on the needs of their jurisdiction. In addition, each participating jurisdiction developed a specific hazard mitigation strategy based on information from 2005 through 2010. The 2012 City of Temecula Local Hazard Mitigation Plan Annex to the Riverside County Operational Area Multi -Jurisdictional Local Hazard Mitigation Plan (City of Temecula Local Hazard Mitigation Plan) has been reviewed by the California Governor's Office of Emergency Services and FEMA. On January 28, 2015, FEMA determined that the City of Temecula Local Hazard Mitigation Plan was eligible for final approval. Final approval from FEMA requires a formal resolution from the City adopting the City of Temecula Local Hazard Mitigation Plan as a part of the City's hazard planning process. It is recommended that the City of Temecula Local Hazard Mitigation Plan be adopted by the City Council of the City of Temecula. FISCAL IMPACT: The adoption of the City of Temecula Local Hazard Mitigation Plan will enable the City to maintain its eligibility for pre- and post -disaster hazard mitigation grant funds from FEMA. ATTACHMENTS: 1. Resolution 2. City of Temecula's Local Hazard Mitigation Plan RESOLUTION NO. 15- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING THE 2012 CITY OF TEMECULA LOCAL HAZARD MITIGATION PLAN ANNEX TO THE RIVERSIDE COUNTY OPERATIONAL AREA MULTI -JURISDICTIONAL LOCAL HAZARD MITIGATION PLAN THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the Disaster Mitigation and Cost Recovery Act of 2000 amended the Robert T. Stafford Disaster Relief and Emergency Assistance Act by placing new emphasis on hazard mitigation planning, and WHEREAS, the City of Temecula is concerned about mitigating potential losses from natural and human -made disasters before they occur, and WHEREAS, the Disaster Mitigation Act of 2000 requires all jurisdictions to be covered by a Local Hazard Mitigation Plan to be eligible for Federal Emergency Management Agency post- disaster funds, and WHEREAS, an earlier version of the Riverside County Operational Area Multi - Jurisdictional Local Hazard Mitigation Plan was formally adopted by the City Council of the City of Temecula on October 26, 2004 by Resolution, and WHEREAS, the City of Temecula worked cooperatively with Riverside County in preparing its 2012 Local Hazard Mitigation Plan update, and WHEREAS, the California Governor' s Office of Emergency Services and the Federal Emergency Management Agency have reviewed the Plan and formal adoption of the Plan by the City Council of the City of Temecula is required before final approval of the Plan can be obtained from the Federal Emergency Management Agency, and WHEREAS, The City of Temecula has determined that it would be in the best interest of the City of Temecula to adopt the 2012 City of Temecula Local Hazard Mitigation Plan Annex to the Riverside County Operational Area Multi- Jurisdictional Local Hazard Mitigation Plan. THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council adopts the 2012 City of Temecula Local Hazard Mitigation Plan Annex to the Riverside County Operational Area Multi- Jurisdiction Local Hazard Mitigation Plan (City of Temecula Local Hazard Mitigation Plan), which is on file with the office of the City Clerk. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 10th day of March, 2015. , Mayor ATTEST: Randi Johl-Olson, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Randi Johl-Olson, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 15- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 10th day of March, 2015, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl-Olson, City Clerk City of Temecula LOCAL HAZARD MITIGATION PLAN AUGUST 2012 CONTACT INFORMATION City of Temecula Roberto Cardenas Title: Fiscal Services Manager 41000 Main Street Temecula, CA 92590 Phone 951-693-3944 Fax: 951-302-4159 Email: roberto.cardenas@cityoftemecula.org CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 PLAN ADOPTION/RESOLUTION The City of Temecula will submit plans to Riverside County Fire — Office of Emergency Services who will forward to CAL EMA for review prior to being submitted to FEMA. In addition, we will wait to receive an "Approval Pending Adoption" before taking the plan to our local governing bodies for adoption. Upon approval, the City of Temecula will insert the signed resolution. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 2 EXECUTIVE SUMMARY The purpose of this local hazard mitigation plan is to identify the County's hazards, review and assess past disaster occurrences, estimate the probability of future occurrences and set goals to mitigate potential risks to reduce or eliminate long-term risk to people and property from natural and man-made hazards. The plan was prepared pursuant to the requirements of the Disaster Mitigation Act of 2000 to achieve eligibility and potentially secure mitigation funding through Federal Emergency Management Agency (FEMA) Flood Mitigation Assistance, Pre -Disaster Mitigation, and Hazard Mitigation Grant Programs. Riverside County's continual efforts to maintain a disaster -mitigation strategy is on- going. Our goal is to develop and maintain an all-inclusive plan to include all jurisdictions, special districts, businesses and community organizations rather than them writing their own plan to promote consistency, continuity and unification. The County's planning process followed a methodology presented by FEMA and CAL- EMA which included conducting meetings with the Operational Area Planning Committee (OAPC) coordinated by Riverside County Fire — Office of Emergency Services comprised of participating Federal, State and local jurisdictions agencies, special districts, school districts, non-profit communities, universities, businesses, tribes and general public. The plan identifies vulnerabilities, provides recommendations for prioritized mitigation actions, evaluates resources and identifies mitigation shortcomings, provides future mitigation planning and maintenance of existing plan. The plan will be implemented upon FEMA approval. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 3 TABLE OF CONTENT CONTACT INFORMATION 1 PLAN ADOPTION/RESOLUTION 2 EXECUTIVE SUMMARY 3 TABLE OF CONTENT 4 SECTION 1.0 - COMMUNITY PROFILE 6 1.1 CITY MAP 6 1.2 GEOGRAPHY AND CLIMATE DESCRIPTION 7 1.3 BRIEF HISTORY 7 1.4 ECONOMY DESCRIPTION 7 1.5 POPULATION AND HOUSING 9 1.6 LAND USE AND DEVELOPMENT TRENDS 12 1.7 SUMMARY 12 SECTION 2.0 - PLANNING PROCESS 13 2.1 LOCAL PLANNING PROCESS 13 2.2 DATES AVAILABLE FOR PUBLIC COMMENT 13 2.3 PLAN ADOPTED BY RESOLUTION 13 SECTION 3.0 - UPDATES AND MITIGATION ACTIONS 13 3.1 UPDATES FROM 2005 PLAN 13 3.2 NEW HAZARDS OR CHANGES FROM 2005 PLAN 14 3.3 MITIGATION PLANNING PROCESS 14 3.4 BRIEF STATEMENT OF UNIQUE HAZARDS 14 3.5 MITIGATION PROJECT UPDATES 15 SECTION 4.0 - HAZARD IDENTIFICATION AND RISK ASSESSMENT 16 4.1 CRITICAL FACILITIES AND INFRASTRUCTURE 16 4.2 ESTIMATING POTENTIAL LOSSES 16 4.3 ASSET TABLE/REPLACEMENT VALUE 17 4.4 HAZARD REVIEW AND SUMMARY 19 4.5 IDENTIFICATION OF RISKS AND VULNERABILITIES 20 SECTION 5.0 - COMMUNITY RATING SYSTEM 25 5.1 REPETITIVE LOSS PROPERTIES 25 5.2 NATIONAL FLOOD INSURANCE PROPERTIES 26 SECTION 6.0 - CAPABILITIES ASSESSMENT 27 6.1 REGULATORY MITIGATION CAPABILITIES TABLE 27 6.2 ADMINISTRATIVE/TECHNICAL MITIGATION CAPABILITIES 27 6.3 FISCAL MITIGATION CAPABILITIES TABLE 28 6.4 FUNDING OPPORTUNITIES 28 6.5 MITIGATION OUTREACH AND PARTNERSHIPS 28 6.6 OTHER MITIGATION EFFORTS 28 SECTION 7.0 - MITIGATION STRATEGIES 29 7.1 GOALS AND OBJECTIVES 29 7.2 MITIGATION ACTIONS 30 7.3 ON-GOING MITIGATION STRATEGY PROGRAMS 30 7.4 FUTURE MITIGATION ACTIONS AND PRIORITIES 31 7.5 MITIGATION STRATEGIES 32 SECTION 8.0 - PLAN IMPLEMENTATION AND MAINTENANCE PROCESS 32 SECTION 9.0 -INCORPORATION INTO EXISTING PLANNING MECHANISMS 33 CITY OF TEMECULA ANNEX 4 LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 SECTION 10.0 - CONTINUED PUBLIC INVOLVEMENT (ELEMENT) 33 APPENDIX A - INVENTORY WORKSHEETS 34 APPENDIX B - PLAN REVIEW TOOL/CROSSWALK 20 CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 SECTION 1.0 - COMMUNITY PROFILE 1.1 CITY MAP Figurel-1 City of Temecula Map CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 MAap center: 6292729. 2124670 6 1.2 GEOGRAPHY AND CLIMATE DESCRIPTION The City of Temecula is an incorporated city in Riverside County in the Southwestern portion of the County. It is 30.15 square miles and is 30 miles south of the County seat, the City of Riverside. Temecula sits north of and adjacent to San Diego County to its south. The City's eastern and western boundaries are with Riverside County Jurisdictions and to the north is the City of Murrieta. Interstate Highway 15 travels north and south through the western portion of the City. State Highway 79 travels east from the City on both the southern and northern portions of the city. Murrieta Creek which is a pathway from Lake Skinner Reservoir is on the western portion of the City and Temecula Creek which is a pathway from the Vail Lake Reservoir is on the southern portion of the City. They combine to form the Santa Margarita River in the extreme southwest portion of the jurisdiction. The Santa Margareta Mountains run along the western portion of the jurisdiction. The City of Temecula's mean yearly temperature is 64 degrees with an average high temperature of 81 degrees and an average low temperature of 47 degrees. The average annual rainfall is 11.4 inches per year 1.3 BRIEF HISTORY In 1989, Temecula incorporated as a General Law City. The City of today encompasses both Old Town Temecula and a portion of the planned community of Rancho California. Since incorporation, the City has improved upon the good parts of this original blueprint to create a desirable community with exceptional public safety, community services, recreational amenities, and a robust commerce. 1.4 ECONOMY DESCRIPTION The City's development is a mixed combination of residential, commercial and industrial. It is a moderately densely populated community with 3.24 people per occupied dwelling unit. Here, it ranks in the lower half of the inland region's major cities. Temecula's rapid retail sales growth has given it the fifth highest volume of the 48 Inland Empire cities. Numerous large and highly technical operations have already chosen to locate in the City. They are in sectors like medical instruments, semiconductors, measuring and control devices, communications equipment, specialty machining and programming. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 7 Figure 1-4 City of Temecula Comprehensive Annual Financial Report - Largest Employers LARGEST EMPLOYERS BY NUMBER OF EMPLOYEES Current Year and Nine Years Ago NAME OF EMPLOYER Abbott Laboratories (P7k+a Guidant Corporation) Temecula Valley Unified School District Professional Hospital Supply International Rectifier Costco Wholesale Corporation Macy's EMD Arillipore tr,(14a cr,Qrri-con Yitarnalia-aI) Norm Reeves Auto Group/DCH Southwest Traders Milgard Manufacturing Plant Equipment, Inc. Temecula Creek Inn Channell Commercial Corporation Albertson's FFF Enterprises Inc. Dayton Hudson Corporation/Target JC Penney Company Toyota of Temecula Valley City of Temecula Lowe's Rancho California Water District Sears Home Depot Opto 22, Inc. The Scotts Company Stater Brothers McMillan Farm Management Rancho Ford Lincoln Mercury TGI Fridays K -Mart Corporation Claim Jumper Pat & Oscars Sierra Pacific Farms, Inc. Number of Employees Percent of Total Employment CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 As of June 2002 Number of Employees Percent of Total Employment As of June 2011 2,354 5.58% 2,938 4.59% 2,132 5.05% 2,749 4.29% 600 1.42% 1,100 1.72% 560 1.33% 700 1.09% 400 0.95% 373 0.68% 275 0.65% 300 0.47% 195 0.46% 272 0.42% 230 0.55% 260 0.41% 166 0.39% 233 0.36% 325 0.77% 210 0.33% 200 0.47% 200 0.31% 180 0.43% 195 0.30% 350 0.83% 184 0.29% 275 0.65% 180 0.28% 100 0.24% 178 0.28% 170 0.40% 174 0.27% 209 0.50% 170 0.27% 130 0.31% 170 0.27% 236 0.56% 153 0.24% 167 0.40% 152 0.24% 122 0.29% 150 0.23% 250 0.59% 143 0.22% 150 0.36% 143 0.22% 213 0.50% 135 0.21% 0.00% 120 0.19% 170 0.40% 105 0.16% 150 0.36% 100 0.16% 150 0.36% 97 0.15% 125 0.30% 85 0.13% 150 0.36% 80 0.12% 150 0.36% 75 0.1.2% 120 0.28% 55 0.09% 250 0.59% 40 0.06% POPULATION AND HOUSING Between 2000 and 2012, the total population of the City of Temecula increased by 45,376 to 103,092 in 2012. Figure 1.5.1 -1.5.2 — SCAG Report - City of Temecula Population Growths PopuIciLIin:.2000 - 2012 :x Bourne,: Loiror,L. ! .3r riser of Fi ra r:C, E-', 2012 Sarre population growth in the City of Temecula between 2000 and 2010 was due to annexation of ad aacen: deve DpEd areas. + The =ol owing :harts 'n this report contain data =or tie Cty of Tenn Cala unless noted itherw se, CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 4 BeNee n 2000 and 2012r the total population of tie City of Temecula increased by 45.376 o 103,092 2012. During this 12- yea- pea od, the city's population g Io',,h ram of 7B.E percent was higher than the R 4e -side Coun:, :ate of 44,1 percent, i In Riverside County 4.6% of the total population is in the pity of Temecula. !umrrber of Households Id (Occupied Housing Units) Number rrf Hrru!ehuIdb.: 2000 - 2012 dir SEL*: -0P le ME 2001 24432 200= ::. ::._ : :: : :: S:urcs: 2003 arid 201D U.S. Lrrrgil emus; : c' Friona. E -R. DJ 2 AveraDe Household SiLe: 2000 - 201.2 —i—TtrAds f Rik Nide. C.a.. i.i 3a �3G]ztai arz 2CCEI 2i104 DM _'I}0" o:" x c 203i X10 x:11 X01_ Source:'alftorn43 Department of France, E-5 20 L2 CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 ▪ Between 2000 and 2012, the teal number of h ouseh'lds in the C of Temecula increased by 14,0•413 units, or 76.8 percent, ▪ During this 12 - year perked, the city's household growth rate or 76.8 percent was higher than the county growth rate cf 36,8 percent, ▪ 4.7 percent of Riverside County's tonal number cif households is in the C of Temecula. ▪ In 2012 the city's average household size was 3,2, the same as the county average a•f 3.2. Housing Urpits by Housing Type; 2012 i I:: .11' 11..1 N.Iirr::ilr ::'1..ril'... gu"..12,11. Dr Tatil Jnit,, J..; 1°411! i :rrilly Lict.A..11..K1 2.:,6:2 .-.1•Le . 0.,,% rilly 1.:tth_FILLIJ L05..' 1 l' -'i. I. -1.17111y 2 :5..' 12 IL' i. I. -1.17111y 5 L1 5,.[IL.; iq.5 F".:01..,.. ,l.'i-i.: ':!ii 26,6E12 100 ma IA 1-1 j11.L. L- S. 203.2 Age of Housing Sipa idite4 id&A tux tax 14:11% dit11 ,e05 44, zip qr •ir Tia: maw!, CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 • The rnos! common hews rig ty;:.e s Single Family Deached. • Appfoximately 02.8 percent were single family homes and 16.7 percent were multi- family homes. • 2 percent at the housing stock was but before 1970. * 90 percent or the housing stock was but between 1970 to 2012. • The age cif housing stock data partly reflects the local development %tore. 11 LAND USE AND DEVELOPMENT TRENDS The residential growth of the City of Temecula will be to the north and to the east into open City owned land and into unincorporated County land that many be acquired by the City. Light to medium commercial growth will follow the residential growth. The heavy commercial and industrial growth will continue to develop along western portion of the city, along the base of the hills, and will also continue along the Interstate 15 and State HWY 79 corridors. Figure 1.6.1- City of Temecula Housing Production ! otai Housing 1-,/ Li CI i N Tull Perrriila IiAlued fur . II id' i, ieI lanil�: 2000 - 2012 1.5x ., Jx 1.2 1,A°: cd 1 ;} 5:5 i s)urc.: Cor rnicrlarelrduscrg Research Maul, 200C' - 2012 I F Between 200C and 2012 DE -hits were sued For 10,777 new re: dental Jnits. 1.7 SUMMARY There was a change in the City of Temecula's 2005-2012 LHMP jurisdictional development trends projected growth patterns. The City has continued with a strong residential, commercial and industrial growth, although the projected growth was not met. The unforeseen turn in the economy has slowed growth, but none the less growth has still continued. With the future economic growth projected by the federal government, the City of Temecula should meet our 2017 jurisdictional development trends. There are plans for continued improvement of existing roads, bridges and structures. There is also the possible addition of a Hospital into the Jurisdiction. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 12 SECTION 2.0 - PLANNING PROCESS 2.1 LOCAL PLANNING PROCESS The City of Temecula participated in various Riverside County workshops, conferences and meetings, including: o LHMP Orientation meeting - June 30, 2011 Temecula CA o Workshop - August 22, 2011 Ben Clark Training Center o City Workshop - September 13, 2011 City of Temecula o CERT monthly meetings o Southwest Zone meetings on the following dates: July 19, 2011 August 16, 2011 September 20, 2011 October 18, 2011 o Quarterly Operational Area Planning Committee meetings which is open to the public and stakeholders in the County of Riverside. 2.2 DATES AVAILABLE FOR PUBLIC COMMENT These meeting are held throughout the year, dependent on the availability of staff and need to discuss new information. A formal presentation of the local hazard's and plans to mitigate them were presented to the Traffic Safety Council on 8-9-2011. 2.3 PLAN ADOPTED BY RESOLUTION The City Council may adopt the plan in a public meeting via an official Resolution upon approval by FEMA. The mitigation strategies may become an implementation appendix of the Safety Element of the City of Temecula General Plan. SECTION 3.0 — UPDATES AND MITIGATION ACTIONS 3.1 UPDATES FROM 2005 PLAN There are not any changes or additional hazards from the 2005 plan. The priorities remain the same from prior plan which is earthquake, fire and flood. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 13 3.2 NEW HAZARDS OR CHANGES FROM 2005 PLAN The City of Temecula has had two declared disasters in the last 5 year period. • The City of Temecula was part of the southwest County flood emergency in 2010 • Pandemic- the possibility of Avian Flu. • The City of Temecula supplied emergency shelter to San Diego County fire victims in 2007 fire. No financial damage. 3.3 MITIGATION PLANNING PROCESS Representatives from the City of Temecula met on a regular basis to identify and prioritize appropriate mitigation strategies. Personnel involved in these meetings included City Manager, Deputy City Manager, Senior Management Analyst, Fire Chief, Police Chief, Planning, Building Department, and OES Representatives. The group was made up of city managers, planners, building department officials, facility managers, civil engineers, public health specialists, emergency managers, and sheriff and fire officials. 3.4 BRIEF STATEMENT OF UNIQUE HAZARDS The hazards in Temecula include the same as much of Riverside County, including earthquake, flooding and fires. Additionally, Temecula has more transportation related hazards and incidents because of the highways (Interstate Highway 15 and Highway 79 within the city sphere) and a train depot in the middle of the city. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 14 3.5 MITIGATION PROJECT UPDATES Figure 3.5.1 City of Temecula Capital Improvement Projects Fund Project Name Annual Amended Budget Year -to- Date Activity Encumbrances Total Activity % of Budget Road and Storm Drain Repair at Rancho California $95411 $57,288 - $57,288 60% Citywide Storm Drain Improvements $406,268 $190,28 5 1,292 $191,577 47% Pechanga Parkway Mitigation $621,711 $29,763 701 $30,464 5% Structural Seismic Retrofit Buildings $130,000 - - - 0% Flashing Beacons $22,401 $13,958 1,315 $15,273 68% Murrieta Creek Improvements $50,000 - - - 0% CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 15 SECTION 4.0 — HAZARD IDENTIFICATION AND RISK ASSESSMENT 4.1 CRITICAL FACILITIES AND INFRASTRUCTURE Critical Facilities Type Number Airports - Communications Centers 1 Detention Centers - Emergency Command Centers 1 Emergency Operations Centers 1 Fire Departments 4 Health Care Facilities Law Enforcement Facilities 2 Maintenance Yards 1 Residential Elderly Facilities 1 Schools and Day Care Facilities 29 Public Utilities—Water/Sewer - Totals 36 4.2 ESTIMATING POTENTIAL LOSSES The hazards experienced by the City of Temecula were flood and fire. The volume of rain experienced during the early winter months of 2010 placed a stress on city resources, but through Mutual/Automatic aid agreements the City experienced minimal effect. A fire in a neighboring jurisdiction did not directly pose a hazard to the city, but emergency declaration helped house evacuation victims within the city. The threat of earthquake, hazardous materials, dam failure and nuclear incident are still high factors for the city. Please refer to Riverside County Operational Area MJHMP Section 4.5 for the property loss value for the City of Temecula. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 16 4.3 ASSET TABLE/REPLACEMENT VALUE NAME OF ASSET REPLACEMENT VALUE CAPACITY INFORMAYION Civic Center 34,926,892 Unknown (Old) City Hall 9,000,000 Unknown Sprinklered J/Masonry Ronald Regan Sports Park; Community Recreation Center Offices (CRC); Meeting Rooms 1,200,000 Unknown Sprinklered Concrete Block RRSP Gym 3,400,000 Unknown Sprinklered Concrete Block RRSP Auditorium, Classrooms, Kitchen 2,500,000 Unknown Sprinklered Concrete Block RRSP Pool / Pool Bldg./Slide 250,000 Unknown Concrete Block Temecula Community Center 1,100,000 Unknown Fr/Stucco Mary Phillips Senior Center 2,000,000 Unknown Sprinklered J/Masonry Museum 1,800,000 Unknown Sprinklered Frame Wedding Chapel (Chapel of Memories) 250,000 Unknown Sprinklered Frame Children's Museum Gift Shop Single Occupant 2,250,000 Unknown Sprinklered Frame Old Town Temecula Community Theater 9,000,000 Unknown Sprinklered, Steel, Wood Mercantile Building 1,500,000 Unknown Frame & Brick West Wing Maintenance Facility / Office 3,300,000 Unknown Sprinklered Masonry CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 17 NAME OF ASSET REPLACEMENT VALUE CAPACITY INFORMAYION Field Operation Center 6,800,000 Unknown Sprinklered Steel Frame Composite Membrane and Metal Root Temecula Public Library 10,000,000 Unknown Sprinklered Steel Parking Structure/Office-Retail (RE: EDP Hardware Location Locked with card access & security camera) 16,700,000 Unknown Reinforced & pre - stressed casted in place concrete/structural steel frame TCC SAFE House 1,242,053 Unknown Sprinklered frame with metal roof Fire Station #84 3,000,000 Unknown Sprinklered Masonry Fire Station #12 Insured by CAL FIRE Unknown Underground Storage Tank Fire Station #73 1,800,000 Unknown Type V Wood Frame Stucco Fire Station #92 2,718,600 Unknown Sprinklered Steel Stucco & Rock Fire Station to be occupied upon dispute settlement 2,709,000 Unknown Sprinklered Concrete Temecula Citizens Corp & Paramedics 60,000 Unknown Wood Frame Wood Siding TVUSD 34 Schools Unknown Secured Campuses Elementary 25 N/A Unknown Middle 6 N/A Unknown High 3 N/A Unknown Linfield Christian School N/A Unknown Secured Campuses CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 18 HAZARD REVIEW AND SUMMARY The Planning Committee has reviewed the hazards from 2005 plan and have determined there are no new hazards and the impact to the jurisdiction remains the same as the 2005 plan. 2005 - LHMP PAGE NUMBER FOR EACH HAZARD Earthquakes 40 Flooding 54 Wildfire 68 Extreme Weather 116 Landslides 140 Insect Infestation 149 Dam failure 153 Hazardous materials (hazmat) incidents 161 Transportation emergencies 168 Pipeline/Aqueduct incidents 176 Blackout 179 Toxic pollution 182 Nuclear incidents 189 Civil unrest 192 Jails and prisons incidents 194 Terrorism 197 CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 19 IDENTIFICATION OF RISKS AND VULNERABILITIES 1. Drought - Severity — 3, Probability - 2, Ranking - 11 (See Riverside County OA MJHMP Section 5.3.5 Pages 227-230) 2. Earthquake Severity — 4, Probability - 3, Ranking - 2 Jurisdiction is located in Seismic Hazard Zone. The nearest active earthquake faults are located (Listed Below). Jurisdiction has experienced several noticeable ground movement incidents (List Below), but no local damage was sustained. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 PMp Center8292729, 2124870 20 Elsinore Fault Zone The fault zone is in the Interstate 15 corridor on the western portion the city running parallel with the Interstate in a north and south direction. Other Fault Zones in Area San Andreas Fault: This fault zone is located approximately 55 miles northeast of the City of Temecula and is a dominant active fault in California. San Jacinto Fault: This fault zone is located approximately 35 miles northeast of the City of Temecula and is a dominant active fault in California. Historical Earthquake Data (Within 100 Miles) All dates, distances, and magnitude in the table below are measured in miles. Date from 5 year period and magnitude of > then 4.5 Date Distance from Temecula Magnitude 06/15/2010 89.79 5.8 07/29/2008 47.22 5.5 07/07/2010 38.29 5.5 06/12/2005 33.41 5.2 04/05/2010 96.55 4.9 06/16/2005 39.93 4.9 03/24/2009 82.68 4.8 05/08/2010 96.13 4.8 09/02/2007 24.68 4.8 08/31/2005 91.58 4.8 10/16/2005 92.40 4.8 05/18/2009 75.11 4.7 04/05/2010 97.85 4.7 05/19/2010 96.04 4.6 04/22/2010 96.13 4.6 (See Riverside County OA MJHMP Section 5.3.3 Pages 196-218) CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 21 3. Flood — Severity - 4, Probability - 3, Ranking - 3 The City of Temecula has had a long history with heavy rains. It is not the drainage from the city itself that has had flooding in the past; the city's intrigued drainage system has been more than adequate for the seasonal rains. The possibility of flood for the is the City of Temecula stems from its location between two major drainages, Murrieta Creek to the north and west of the city and Temecula Creek on the south. Both come together to form the Santa Margareta River in the southwest corner of the city. The last major flood experienced from these two Creeks was in 1993. The city has taken steps to control flooding through vegetation reduction, creek maintenance, and bridge upkeep. With the continued practice, flooding within the city should be prevented. The City of Temecula participates in the National Flood Insurance Program (NFIP). The City joined the program in 1989 and is in good standing. O.2PCTANNUAL CHANCEFLOOD HAZARD A A' Map [enter ,299890. 2123342 (See Riverside County OA MJHMP Section 5.3.2 Pages 164-195) CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 22 4. Severe Weather: Extreme Heat — Severity - 2, Probability - 3, Ranking - 8 (See Riverside County OA MJHMP Section 5.3.4 Pages 219-226 and Section 5.3.8 Pages 239-249) 5. Agricultural Hazards — Severity — N/A, Probability — N/A, Ranking — 18 Any time an agricultural hazard -related event impacts the jurisdiction it will reduce crop or product production. The jurisdiction is negatively impacted by loss of revenue to major businesses specifically the wineries, who are a major tourist staple and generate revenue to the City. (See Riverside County OA MJHMP Section 5.5 Pages 295-303) 6. Dam Failure — Severity - , Probability - , Ranking - The city of Temecula is located down elevation of two water reservoirs. The largest is the Lake Skinner Reservoir. It is located approximately 10 miles (15 km) northeast of Temecula. It was created in 1973 by the construction of the Skinner Clearwell Dam (expanded 1991), and currently has a capacity of 44,200 acre feet (54,500,000 m3). There is a low likelihood of the water inundating the City of Temecula. Vail Lake is the second large reservoir located near the City of Temecula. It is located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles (24 km) east of Temecula. It covers approximately 1,100 acres (4.5 km2) and has a storage capacity of 51,000 acre feet (63,000,000 m3), although it currently contains about 34,000 acre feet (42,000,000 m3) of water. There is a low likelihood of the water inundating the City of Temecula. Diamond Valley Lake is a man-made off stream reservoir located approximately 20 miles northeast of Temecula. It is one of the largest reservoirs in Southern California and also one of the newest, with 800,000 acre feet (990,000,000 m3) of water. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 23 (See Riverside County OA MJHMP Section 5.4.1 Pages 261-270) 7. Technological Hazards (Transportation Hazards/Hazardous Materials Release) Severity - 3, Probability - 3, Ranking - 6 There is the potential for death and injury from large-scale motor vehicle accidents. There is the potential for hazards material spills or fires as numerous commercial transportation vehicles travel Interstatel5 through the city limits with various quantities and types of hazardous materials. There is also the potential for death and injury from large-scale industrial accidents with the City of Temecula. There are numerous large industrial facilities storing a wide variety of hazardous chemicals in large quantities. Many of the facilities store enough material to require their own hazardous materials teams on site. The City of Temecula has large volume gas pipe lines through its jurisdiction increasing the chance of a hazardous materials incident. (See Riverside County OA MJHMP Section 5.4 Pages 271-294) Make sure your planning group reviews the years 2005 to 2011 for disasters that occurred that are not in the 2005 LHMP. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 24 SECTION 5.0 - COMMUNITY RATING SYSTEM 5.1 REPETITIVE LOSS PROPERTIES There is no repetitive loss of properties in the City of Temecula flood plain based on the city information, flood plain map below. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 Map canter: 8288890, 2123342 25 NATIONAL FLOOD INSURANCE PROPERTIES City of Temecula has participated in the National Flood Insurance Program since 1989. a. Describe participation in NFIP, including any changes since previously approved plan. There have been no changes since previously approved plan b. Date first joined NFIP? 1989 c. Identify actions related to continued compliance with NFIP. Competed necessary actions related to continued compliance with NFIP d. CRS member? No e. CRS class? No f. Describe any data used to regulate flood hazard area other than FEMA maps. N/A g. Have there been issues with community participation in the program? No h. What are the general hurdles for effective implementation of the NFIP? None i. Summarize actions related to continued compliance with NFIP • Continue to educate public through community outreach. • Control flooding through vegetation reduction, creek maintenance, and bridge upkeep. ii. Repetitive Loss Properties — None since approval of 2005 plan. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 26 SECTION 6.0 — CAPABILITIES ASSESSMENT 6.1 REGULATORY MITIGATION CAPABILITIES TABLE Table 6-1 - City of Temecula's Regulatory Mitigation Capabilities Regulatory Tool Yes/No Comments General plan Yes Comprehensive General Plan Zoning ordinance Yes Riverside County/City of Temecula Code Subdivision ordinance Yes Site plan review requirements Yes Riverside County/City of Temecula Code Growth management ordinance Yes Floodplain ordinance Yes Other special purpose ordinance No Building code Yes Riverside County/City of Temecula Code Fire department ISO rating Yes Erosion or sediment control program No Storm water management program Yes City of Temecula Master Plan Capital improvements plan Yes Reviewed Annually Economic development plan Yes Reviewed Annually Local emergency operations plan Yes Reviewed Annually Other special plans Yes Flood Insurance Study or other engineering study for streams No ADMINISTRATIVE/TECHNICAL MITIGATION CAPABILITIES Table 6-2 - City of Temecula's Administrative and Technical Mitigation Capabilities Personnel Resources Yes/N Department/Position Planner/engineer with knowledge of land development/land management practices Yes Engineer/professional trained in construction practices related to buildings and/or infrastructure Yes Planner/engineer/scientist with an understanding of natural hazards Yes Personnel skilled in GIS Yes Full time building official Yes Floodplain manager No Emergency manager Yes Grant writer Yes Other personnel Yes GIS Data—Land use Yes GIS Data—Links to Assessor's data Yes Warning systems/services (Reverse 9-11, outdoor warning signals) Yes Other CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 27 6.3 FISCAL MITIGATION CAPABILITIES TABLE Financial Resources Accessible/Eligible to Use (Yes/No) Comments Community Development Block Grants Yes Capital improvements project funding Yes Authority to levy taxes for specific purposes Yes With voter approval Fees for water, sewer, gas, or electric services No Impact fees for new development Yes Incur debt through general obligation bonds Yes With voter approval Incur debt through special tax bonds Yes With voter approval Incur debt through private activities No Withhold spending in hazard prone areas n/a Other n/a FUNDING OPPORTUNITIES Please refer to Section 7.4 and Table 6.4 of the Riverside County Multi - Jurisdictional Hazard Mitigation on pages 327-336 plan for list of funding sources available. 6.5 MITIGATION OUTREACH AND PARTNERSHIPS The City of Temecula has partnerships with county and state agencies. The city has agreements with the Riverside County Office of Emergency Services, Cal Fire, County Sheriff, Road, Flood and others. These agreements allow the ability to utilize county and state resources with trained personnel. There are multiple outreach programs incorporated within the city, city web site, school programs, Fire and Police reserves, TCC, CERT, business educating employees, safety fairs by local business, and special community events. 6.6 OTHER MITIGATION EFFORTS The city is working on the support of the infrastructure, to supply shelter, food and water for emergencies. The city is working on securing the ability to support communications and emergency operations during times of disasters. To continue the working with county, state and federal agency's to ensure all regulations are followed as to building and growth of the city. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 28 SECTION 7.0 - MITIGATION STRATEGIES 7.1 GOALS AND OBJECTIVES Goal 1: Provide Protection for People's Lives from All Hazards Objective 1.1: Provide timely notification and direction to the public of imminent and potential hazards. Objective 1.2: Protect public health and safety by preparing for, responding to, and recovering from the effects of natural or technological disasters. Objective 1.3: Improve community transportation corridors to allow for better evacuation routes for public and better access for emergency responders. Goal 2: Improve Community and Agency Awareness about Hazards and Associated Vulnerabilities That Threaten Our Communities Objective: 2.1: Increase public awareness about the nature and extent of hazards they are exposed to, where they occur, what is vulnerable, and recommended responses to identified hazards (i.e. both preparedness and response). Goal 3: Improve the Community's Capability to Mitigate Hazards and Reduce Exposure to Hazard Related Losses Objective 3.1: Reduce damage to property from an earthquake event. 3.1.1: Adopt/maintain building codes to meet required earthquake standards. Objective 3.2: Reduce flood and storm related losses. 3.2.1: Provide for better collection of data related to severe weather events. 3.2.2: Continued maintenance of drainage corridors 3.2.3: Continued work with county flood control Objective 3.3: Minimize the impact to the City due Traffic corridors being restricted. Objective 3.4: Improve the city's ability to be self -supportive in times of disasters 3.4:1: Shelter of disaster victims 3.4:2: Food and Water for disaster victims 3.4:3: Ensure emergency response through city resources Goal 4: Provide Protection for Critical Facilities, Utilities, and Services from Hazard Impacts Objective 4:1 Continue implication of state and county building codes Goal 5: Maintain Coordination of Disaster Planning Objective 5.1: Coordinate with changing DHS/FEMA needs. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 29 5.1.1: National Incident Management System (NIMS) 5.1.2: Disaster Mitigation Act (DMA) planning 5.1.3: Emergency Operations plans Objective 5.2: Coordinate with community plans. 5.2.1: General plans 5.2.2: Earthquake plans 5.2.3: Drainage plans 5.2.4: Intergovernmental agency disaster planning. Objective 5.3: Maximize the use of shared resources between jurisdictions and special districts for mitigation/communication. 5.3.1: Maintain and develop Mutual/Automatic Aid agreements with adjacent jurisdictions and agencies. Objective 5.4: Standardize systems among agencies to provide for better interoperability. 5.4.1: Standardize communication technology and language. Goal 6: Maintain/Provide for FEMA Eligibility and Work to Position City Departments and Community Partners for Grant Funding MITIGATION ACTIONS The 2005 proposed mitigation action and strategy was the Diamond Valley Reservoir inundation plan. The plan was to have descriptions of flood impact for City of Temecula, planning sessions, table tops and develop response plan. Planning sessions and table top exercises are an ongoing for all hazards which include the reservoir impact and current city flood response plains are in place for all flooding scenarios including the Diamond Valley Reservoir. The description for the flood impact is still pending. ON-GOING MITIGATION STRATEGY PROGRAMS Please see Riverside County Multi -Jurisdictional Hazard Mitigation on pages 342-344. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 30 FUTURE MITIGATION ACTIONS AND PRIORITIES Emergency Sheltering The City of Temecula has helped with sheltering people in the past (San Diego Fire 2005) and believes this community and others would benefit from increased awareness, training and equipment regarding the sheltering of others. The sheltering of fire victims had shown this city how difficult providing shelter can be, even in times when there is no local disaster. The City itself would be the leader in such a project assuring locations and agreements for food and water, with the TCC and CERT programs providing the actual training and logistics regarding equipment. The funding will come from federal, county and state, grants and awards. This is a project that has a continuous time line, as the growth of Temecula, neighboring cities, and county's expand the scope of the project expands. The initial setup has begun and over the next five years the City of Temecula should have the basic equipment, training, agreements and logistics in place. Continued Expansion of CERT The continued expansion of CERT is necessary to help in hazard mitigation. CERT is managed through the city in operation with the Fire Department. The program is funded by both the City of Temecula and federal grants. The CERT members act as a volunteer work force trained in basic First Aid, Rescue, Communications, Hazardous Material Awareness, sheltering of others, and the largest component is for emergency preparedness. This extra work force allows essential police, fire and government officials the ability to focus on immediate needs and the volunteers act as a support function. Again this project has a continuous time line in relation to the growth of the city. We work with the local and state water agency's regarding the reservoirs up stream of the city's jurisdiction, to ensure the city's ability to understand the risks of reservoir failure and the amount of water volume and damage that can be expected. The assessment of roads and bridges within the city's jurisdiction, this main focus would be on the major arteries traveling into and out of the city's jurisdiction. This requires working with Cal Trans and California Highway Patrol. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 31 MITIGATION STRATEGIES Our City coordinated with multiple cities and agencies throughout Riverside County in the creation and update of our LHMP Annex. The cooperation and discussions both in regional meetings, community outreach and in internal meetings allowed for both "big picture" and "local jurisdiction" views of mitigation needs and possibilities. The Part Two, Agency Inventory Worksheet process enabled our City to recognize hazards and their severity and also assisted in determining what mitigation actions are appropriate to lessen or prevent the hazard on a long-term basis. SECTION 8.0 — PLAN IMPLEMENTATION AND MAINTENANCE PROCESS Plan Maintenance Process Our City will monitor and evaluate our LHMP on a 2 year basis. Over the next 5 years, we will review the LHMP. We will assess, among other things, whether the following: ♦ The goals and objectives address current and expected conditions. ♦ The nature, magnitude, and/or type of risks have changed. ♦ The current resources are appropriate for implementing the plan. ♦ There are implementation problems, such as technical, political, legal, or coordination issues with other agencies. ♦ The outcomes have occurred as expected (a demonstration of progress). ♦ The agencies and other partners participated as originally proposed. If we discover changes have occurred during the evaluation, we will update the LHMP Revision Page, and notify OES to update our Annex. Our executive staff and emergency services department will be in charge of the monitoring, evaluation and updating of our LHMP. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 32 SECTION 9.0 -INCORPORATION INTO EXISTING PLANNING MECHANISMS The County has a Safety Element in its General Plan that includes a discussion of fire, earthquake, flooding, and landslide hazards. This plan was adopted as an implementation appendix to the Safety Element. In addition, the County enforces the requirements of the California Environmental Quality Act (CEQA), which, since 1988, requires mitigation for identified natural hazards. The County has used these pre- existing programs as a basis for identifying gaps that may lead to disaster vulnerabilities in order to work on ways to address these risks through mitigation. The City has several planning mechanisms which incorporate the following: ♦ General plan safety element ♦ Capital Improvements Plan ♦ City Community Action Plan ♦ City Strategic Vision ♦ Title 8 — Health and Safety Municipal Codes 1. Chapter 8.16 Hazardous Vegetation 2. Chapter 8.28 Stormwater and Urban Runoff Management 3. Chapter 8.40 Fireworks 4. Chapter 8.48 Heritage Tree Ordinance ♦ Title 15 — Building and Construction 1. Chapter 15.04 Construction Codes 2. Chapter 15.12 Floodplain Management 3. Chapter 15.16 Fire Code ♦ Title 17 — Zoning 1. 17.20 Floodplain Overlay District and Flood Damage Prevention (Floodplain Management Regulations) ♦ Ordinance 91-18 Ch. 6.16 and § 6.14.002 abatement of hazardous vegetation ♦ Ordinance 93-23 Clearing of brush for fire protection purposes (8.16) SECTION 10.0 - CONTINUED PUBLIC INVOLVEMENT (ELEMENT) After we go through the Scheduled Plan Maintenance Process, we will notify the public of any changes/no change in the LHMP Plan by updating the city's web site, community meeting, safety presentations and city meetings. CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 33 APPENDIX A - INVENTORY WORKSHEETS SEE ATTACHMENT CITY OF TEMECULA ANNEX LOCAL HAZARD MITIGATION PLAN SEPTEMBER 2012 Appendix A RIVERSIDE COUNTY MULTI -JURISDICTIONAL LOCAL HAZARD MITIGATION AGENCY INVENTORY WORKSHEETS City of Temecula 10-19-2011 TABLE OF CONTENTS Introduction: These documents are meant to be discussed, used and reviewed by a multi -disciplinary team. The Participation by a wide range of stakeholders who play a role in identifying and implementing mitigation actions is required. SPECIAL CONCERNS: 1. Has the completed Letter of Commitment been returned to OES? OES must forward this completed Letter of Commitment to Cal EMA. 2. Has the completed Letter of Participation been returned to OES? 1. Local Jurisdiction Contact Information 2. Hazard Identification Questionnaire 3. Specific Hazards Summary 4. Jurisdiction Vulnerability Worksheet page 3 page 4-6 page 7-8 page 9-10 5. Jurisdiction Mitigation Strategies and Goals page 11-14 6. Local Jurisdiction Proposed Mitigation Action and Strategy Proposal page 14-16 7. Local Jurisdiction Development Trends page 17-18 Following page 19 is the attached crosswalk for your reference. This is the document Cal EMA and FEMA will be using to verify that all of the required information is in the submitted document. Please refer to the document for information. OES will be placing the page numbers in the crosswalk. 2 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 1. LOCAL JURISDICTION CONTACT INFORMATION The information on this page identifies: • Jurisdiction and the contact person • Jurisdiction's service area size and population • EOP Plan and a Safety Element of their General Plan PLEASE PROVIDE THE FOLLOWING INFORMATION: Agency/Jurisdiction: Type Agency/Jurisdiction: Contact Person: First Name: Agency Address: Contact Phone E-mail Title: Temecula City Deputy City Manager Grant Street: City: State: Zip: Last Name: Yates 41000 Main Street Temecula CA 92590 951-506-5100 Grant.yates@cityoftemecula.orq FAX 951-694-6499 Population Served 101,000 Square Miles Served 30.15 Does your organization have a general plan? Does your organization have a safety component to the general plan? What year was your plan last updated? YES YES Does your organization have a disaster/emergency operations plan? What year was your plan last updated? Do you have a recovery annex or section in your plan? Do you have a terrorism/WMD annex or section in your plan? 3 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 YES 2006 YES YES 2. Hazard Identification Questionnaire The purpose of the questionnaire is to help identify the hazards within your service area. The list was developed from the first round of meetings with the various working groups in the 2005 plan creation, and from the hazards listed in the County's General Plan. Each hazard is discussed in detail in Part I of the 2005 LHMP. The information will be used as the basis for each jurisdiction to evaluate its capabilities, determine its needs, and to assist in developing goals and strategies. The information identifies: a) What hazards can be identified within or adjacent to the service area of the jurisdiction. b) Which of those hazards have had reoccurring events c) What specific hazards and risks are considered by the jurisdiction to be a threat specifically to the jurisdiction? ( These locations should be identified by name and location for inclusion in the Specific Hazard Summary Table). a. Specific types of facilities owned and operated by the jurisdiction. b. Locations damaged from prior disasters or hazard causing events. d) Information about the jurisdiction's EOC (Relates to Number 5 in the 2012 Annex: Jurisdiction Template) With your Multi -Disciplinary Planning Team: a. Instructions for Updating Jurisdictions, with your planning team: Review your old Questionnaire for accuracy and relevance, mark changes. b. Instructions for New Jurisdictions and Special Districts, with your planning team, meet and go over the questionnaire. Fill in YES, NO or NA on the Questionnaire. 4 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 HAZARD IDENTIFICATION QUESTIONNAIRE DOES YOUR ORGANIZATION HAVE: AIRPORT IN JURISDICTION NO AIRPORT NEXT TO JURISDICTION YES DAIRY INDUSTRY NO POULTRY INDUSTRY NO CROPS/ORCHARDS NO DAMS IN JURISDICTION NO DAMS NEXT TO JURISDICTION YES LAKE/RESERVOIR IN JURISDICTION NO LAKE/RESERVOIR NEAR JURISDICTION YES JURISDICTION IN FLOOD PLAIN YES CONTROLLED FLOOD CONTROL CHANNEL YES UNCONTROLLED FLOOD CONTROL CHANNEL YES EARTHQUAKE FAULTS IN JURISDICTION YES EARTHQUAKE FAULTS NEXT TO JURISDICTION YES MOBILE HOME PARKS YES NON-REINFORCED FREEWAY BRIDGES NO NON-REINFORCED BRIDGES NO BRIDGES IN FLOOD PLAIN YES BRIDGES OVER OR ACROSS RIVER/STREAM YES ROADWAY CROSSING RIVER/STREAM YES NON REINFORCED BUILDINGS YES FREEWAY/MAJOR HIGHWAY IN JURISDICTION YES FREEWAY/MAJOR HIGHWAY NEXT TO JURISDICTION YES FOREST AREA IN JURISDICTION NO FOREST AREA NEXT TO JURISDICTION YES WITHIN THE 50 MILES SAN ONOFRE EVACUATION ZONE YES MAJOR GAS/OIL PIPELINES IN JURISDICTION YES MAJOR GAS/OIL PIPELINES NEXT TO JURISDICTION YES RAILROAD TRACKS IN JURISDICTION NO RAILROAD TRACKS NEXT TO JURISDICTION NO HAZARDOUS WASTE FACILITIES IN JURISDICTION NO HAZARDOUS WASTE FACILITIES NEXT TO JURISDICTION NO HAZARDOUS STORAGE FACILITIES IN JURISDICTION YES HAZARDOUS STORAGE FACILITIES NEXT TO JURISDICTION NO DOES YOUR ORGANIZATION OWN OR OPERATE A FACILITY IN A FLOOD PLAIN NO NEAR FLOOD PLAIN YES NEAR RAILROAD TRACKS NO NEAR A DAM NO UPSTREAM FROM A DAM NO DOWNSTREAM FROM A DAM YES DOWNSTREAM OF A LAKE YES DOWNSTREAM FROM A RESERVOIR YES NEAR A CONTROLLED FLOOD CONTROL CHANNEL YES NEAR UNCONTROLLED FLOOD CONTROL CHANNEL NO ON AN EARTHQUAKE FAULT YES NEAR AN EARTHQUAKE FAULT YES WITHIN THE 50 MILE SAN ONOFRE EVACUATION ZONE YES INA FOREST AREA NO 5 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 NEAR A FOREST AREA YES NEAR A MAJOR HIGHWAY YES A HAZARDOUS WASTE FACILITY NO NEAR A HAZARDOUS WASTE FACILITY NO A HAZARDOUS STORAGE FACILITY YES NEAR A HAZARDOUS STORAGE FACILITY NO NON REINFORCED BUILDINGS NO A MAJOR GAS/OIL PIPELINE NO NEAR A MAJOR GAS/OIL PIPELINE YES DOES YOUR ORGANIZATION HAVE ANY LOCATIONS THAT: HAVE BEEN DAMAGED BY EARTHQUAKE AND NOT REPAIRED NO HAVE BEEN DAMAGED BY FLOOD YES HAVE BEEN DAMAGED BY FLOOD MORE THAN ONCE YES HAVE BEEN DAMAGED BY FOREST FIRE NO HAVE BEEN DAMAGED BY FOREST FIRE MORE THAN ONCE NO HAVE BEEN IMPACTED BY A TRANSPORTATION ACCIDENT NO HAVE BEEN IMPACTED BY A PIPELINE EVENT NO EMERGENCY OPERATIONS INFORMATION DOES YOUR ORGANIZATION HAVE AN EOC YES IS YOUR EOC LOCATED IN A FLOOD PLAIN NO NEAR FLOOD PLAIN YES NEAR RAILROAD TRACKS NO NEAR A DAM NO UPSTREAM FROM A DAM NO DOWNSTREAM FROM A DAM NO DOWNSTREAM OF A LAKE NO DOWNSTREAM FROM A RESERVOIR NO NEAR A CONTROLLED FLOOD CONTROL CHANNEL NO NEAR UNCONTROLLED FLOOD CONTROL CHANNEL NO ON AN EARTHQUAKE FAULT NO NEAR AN EARTHQUAKE FAULT NO WITHIN THE 50 MILE SAN ONOFRE EVACUATION ZONE YES INA FOREST AREA NO NEAR A FOREST AREA NO NEAR A MAJOR HIGHWAY NO A HAZARDOUS WASTE FACILITY NO NEAR A HAZARDOUS WASTE FACILITY YES A HAZARDOUS STORAGE FACILITY NO NEAR A HAZARDOUS STORAGE FACILITY NO NON REINFORCED BUILDINGS NO A MAJOR GAS/OIL PIPELINE YES NEAR A MAJOR GAS/OIL PIPELINE NO OTHER FACILITY INFORMATION ARE THERE LOCATIONS WITHIN YOUR JURISDICTION THAT: COULD BE CONSIDERED A TERRORIST TARGET YES COULD BE CONSIDERED A BIO -HAZARD RISK YES 6 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 3. SPECIFIC HAZARDS SUMMARY This table helps to identify the information (name, owner, location, etc.) about the specific hazards identified in the Hazard Questionnaire. In the Summary Table, list the basic information of the hazards identified by the jurisdiction in the Hazard Identification Questionnaire as a potential threat. These specific hazards were used in the development of response plans, maps, and other analysis data. a. Instructions for Updating Jurisdictions and Special Districts: With your planning team, review the "Yes" answers and see if there were any changes, if so summarize why there is a difference from the 2005. NO CHANGES b. Instructions for New Jurisdictions and Special Districts: With your planning team, review the "Yes" answers and discuss. Use the information as a group to summarize your jurisdiction's hazards and vulnerabilities. 7 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 SPECIFIC HAZARDS SUMMARY Jurisdiction Hazard Type Hazard Name In Jurisdiction? Adjacent to Jurisdiction? Temecula Dam Diamond Valley Reservoir No Temecula Fault Earthquake Fault Yes Temecula Hazmat Manufacturing Facility International Rectifier Yes Dam Summary Yes Yes No Skinner Clearwell Vail Robert A. Skinner River Off stream Temecula Creek Tucalota Creek Nearest City Temecula Temecula Temecula Height (feet) 44 152 109 Storage (acre-feet) 410 Year Built 1991 1949 1973 Drainage Area (sq. miles) 0 306 51 Hazard Type Significant High High 8 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 4. JURISDICTION VULNERABILITY WORKSHEET This table is a listing of the primary hazards identified by the 2005 LHMP working groups. Each jurisdiction was asked to evaluate the potential for an event to occur in their jurisdiction by hazard. They were also asked to evaluate the potential impact of that event by hazard on their jurisdiction. The impact potential was determined based on: 1. Economic loss and recovery 2. Physical loss to structures (residential, commercial, and critical facilities) 3. The loss or damage to the jurisdictions infrastructure 4. Their ability to continue with normal daily governmental activities 5. Their ability to quickly recover from the event and return to normal daily activities 6. The loss of life and potential injuries from the event. The jurisdictions were asked to rate the potential and severity using a scale of between 0 and 4 (4 being the most severe). The jurisdictions were also asked to rank the listed hazards as they relate to their jurisdiction from 1 to 19 (1 being the highest overall threat to their jurisdiction). With the assistance of the RCIP Plan and County Departments, Riverside County OES conducted an extensive evaluation of the severity and probability potential for the county as a whole. The hazards were also ranked for the County. Those numbers and rankings were provided to the jurisdictions as a comparison guide. A separate table was created to address the hazards relating to agriculture and was assessed by the agriculture working group. This table can be found in the Agriculture Appendix of Part I of the 2005 Plan. a Instructions for Updating Jurisdictions and Special Districts: Please review the table, determine if your ranking from the 2005 LHMP remains the same, and note that Pandemic has been added to the list. Please discuss and document new or unchanged severity and rankings. b. Instructions for New Jurisdictions and Special Districts: Please evaluate the potential for an event to occur in your jurisdiction by hazard. Then, evaluate the potential impact of that event by hazard on your jurisdiction according to #1-6 from the potential impact list above. NOTE: Under Medical, Pandemic was added. This was a result of the H1 N1 and other incidents. 9 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 NAME: Grant Yates, Deputy City Manager AGENCY: City of Temecula DATE : August 2012 10 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 COUNTY LOCAL JURISDICTION HAZARD SEVERITY 0-4 PROBABILITY 0-4 SEVERITY 0-4 PROBABILITY 0-4 RANKING 1-19 EARTHQUAKE 4 3 4 3 2 WILDLAND FIRE 3 4 3 3 5 FLOOD 3 3 4 3 3 OTHER NATURAL HAZARDS DROUGHT 3 3 3 2 11 LANDSLIDES 2 3 2 2 14 INSECT INFESTATION 3 4 2 2 17 EXTREME SUMMER/WINTER WEATHER 2 4 2 3 8 SEVERE WIND EVENT 3 3 3 2 9 AGRICULTURAL DISEASE/CONTAMINATION 3 4 0 0 18 TERRORISM 4 2 0 0 19 OTHER MAN-MADE PIPELINE 2 3 2 2 12 AQUEDUCT 2 3 2 2 13 TRANSPORTATION 2 4 3 4 1 POWER OUTAGE 3 4 3 3 7 HAZMAT ACCIDENTS 3 3 3 3 6 NUCLEAR ACCIDENT 4 2 2 2 10 TERRORISM 4 2 2 2 4 CIVIL UNREST 2 2 2 2 15 JAIL/PRISON EVENT 1 2 1 1 16 MEDICAL PANDEMIC 2 2 10 10 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 5. JURISDICTION MITIGATION STRATEGIES AND GOALS This comprehensive table is a listing of the various mitigation strategies, goals, and objectives developed by the 2005 LHMP working groups. The jurisdictions were also given the opportunity to list additional strategies, goals, and objectives specific to either their jurisdiction or their workgroup (i.e. the hospitals, agriculture, etc.). LOCAL JURISDICTION MITIGATION STRATEGIES AND GOALS With your Planning Team a. Instructions for Updating Jurisdictions and Special Districts: please review the table; determine if your ranking from the 2005 LHMP remains the same. b. Instructions for New Jurisdictions and Special Districts: please follow below: Please evaluate the priority level for each listed mitigation goal identified below as it relates to your jurisdiction or facility. If you have any additional mitigation goals or recommendations, please list them at the end of this document. Place an H (High), M (Medium), L (Low), or N/A (Not Applicable) for your priority level for each mitigation goal in the box next to the activity. 10 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 EARTHQUAKE H Aggressive public education campaign in light of predictions M Generate new literature for dissemination to: M 0 Government employees M 0 Businesses M 0 Hotel/motel literature M 0 Local radio stations for education H 0 Public education via utilities L 0 Identify/create television documentary content H Improve the Emergency Alert System (EAS) H 0 Consider integration with radio notification systems M 0 Upgrade alerting and warning systems for hearing impaired M 0 Training and maintenance H Procure earthquake -warning devices for critical facilities M Reinforce emergency response facilities H Provide training to hospital staffs L Require earthquake gas shutoffs on remodels/new construction M Evaluate re -enforcing reservoir concrete bases M Evaluate EOCs for seismic stability H Install earthquake cutoffs at reservoirs M Install earthquake -warning devices at critical facilities H Develop a dam inundation plan for new Diamond Valley Reservoir H Earthquake retrofitting H 0 Bridges/dams/pipelines M 0 Government buildings/schools M 0 Mobile home parks H Develop educational materials on structural reinforcement and home inspections (ALREADY DEVELOPED) H Ensure Uniform Building Code compliance H 0 Update to current compliance when retrofitting M Insurance coverage on public facilities M Funding for non-structural abatement (Earthquake kits, etc.) L Pre - identify empty commercial space for seismic re -location L Electrical co -generation facilities need retrofitting/reinforcement (Palm Springs, others?) H Mapping of liquefaction zones H Incorporate County geologist data into planning M Backup water supplies for hospitals H Evaluate pipeline seismic resiliency M Pre -positioning of temporary response structures H Fire sprinkler ordinance for all structures M Evaluate adequacy of reservoir capacity for sprinkler systems H Training/standardization for contractors performing retrofitting 10 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 H Website with mitigation/contractor/retrofitting information H 0 Links to jurisdictions H 0 Alerting information H 0 Volunteer information M Evaluate depths of aquifers/wells for adequacy during quakes H Evaluate hazmat storage regulations near faults COMMUNICATIONS IN DISASTER ISSUES H Communications Interoperability H Harden repeater sites H Continue existing interoperability project H Strengthen/harden L Relocate H Redundancy M Mobile repeaters FLOODS H Update development policies for flood plains H Public education on locations of flood plains H Develop multi -jurisdictional working group on floodplain management H Develop greenbelt requirements in new developments H Update weather pattern/flood plain maps M Conduct countywide study of flood barriers/channels/gates/water dispersal systems H Required water flow/runoff plans for new development H Perform GIS mapping of flood channels, etc. M Install vehicular crossing gates/physical barriers for road closure H Maintenance of storm sewers/flood channels H Create map of flood channels/diversions/water systems etc. M Require digital floor plans on new non-residential construction M Upgrade dirt embankments to concrete M Conduct countywide needs study on drainage capabilities M Increase number of pumping stations M Increase sandbag distribution capacities H Develop pre -planned response plan for floods H 0 Evacuation documentation H 0 Re-examine historical flooding data for potential street re -design M Training for city/county PIOs about flood issues M Warning systems - ensure accurate information provided H 0 Publicize flood plain information (website?) M 0 Install warning/water level signage H 0 Enhanced public information M 0 Road closure compliance M 0 Shelter locations 11 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 H 0 Pre -event communications M Look at County requirements for neighborhood access M 0 Secondary means of ingress/egress H Vegetation restoration programs H Ensure critical facilities are hardened/backed up M Hardening water towers M Terrorism Surveillance - cameras at reservoirs/dams M Riverbed maintenance M Evaluate existing lift stations for adequacy M Acquisition of property for on-site retention M Evaluate regulations on roof drainage mechanism M Erosion -resistant plants H Traffic light protection M Upkeep of diversionary devices M Install more turn-off valves on pipelines M Backup generation facilities M Identify swift water rescue capabilities across County WILDFIRES H Aggressive weed abatement program M 0 Networking of agencies for weed abatement H Develop strategic plan for forest management H Public education on wildfire defense H Encourage citizen surveillance and reporting H Identify hydrants with equipment ownership information H Enhanced firefighting equipment M Fire spotter program/red flag program M 0 Expand to other utilities M Research on insect/pest mitigation technologies M Volunteer home inspection program H Public education program H 0 Weather reporting/alerting H 0 Building protection M 0 Respiration H Pre -identify shelters/recovery centers/other resources H Roofing materials/defensive spacing regulations H Community task forces for planning and education H Fuel/dead tree removal M Strategic pre -placement of firefighting equipment M Establish FEMA coordination processes based on ICS H Brush clearings around repeaters M Research new technologies for identifying/tracking fires 12 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 H Procure/deploy backup communications equipment M "Red Tag" homes in advance of event H Provide fire-resistant gel to homeowners M Involve insurance agencies in mitigation programs M Clear out abandoned vehicles from oases H Code enforcement H Codes prohibiting fireworks H Fuel modification/removal H Evaluate building codes M Maintaining catch basins OTHER HAZARDS M Improve pipeline maintenance M Wetlands mosquito mitigation (West Nile Virus) M Insect control study M Increase County Vector Control capacities M General public drought awareness M 0 Lawn watering rotation M Develop County drought plan M Mitigation of landslide-prone areas M Develop winter storm sheltering plan L Ease permitting process for building transmission lines M Evaluate restrictions on dust/dirt/generating activities during wind seasons L Rotational crop planning/soil stabilization L Enhance agricultural checkpoint enforcement L Agriculture - funding of detection programs L Communications of pipeline maps (based on need to know) L Improved notification plan on runaway trains M Improve/maintain blackout notification plan. M Support business continuity planning for utility outages H Terrorism training/equipment for first responders H 0 Terrorism planning/coordination M 0 Staffing for terrorism mitigation H Create a SONGS regional planning group M 0Include dirty bomb planning M Cooling stations - MOUs in place L Fire Ant eradication program L White Fly infestation abatement/eradication program M Develop plan for supplemental water sources M Public education on low water landscaping L Salton Sea desalinization L Establish agriculture security standards (focus on water supply) 13 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 M ID mutual aid agreements L Vulnerability assessment on fiber-optic cable H Upgrade valves on California aqueduct H Public education H 0 Bi -lingual signs M 0 Power Outage information M Notification system for rail traffic - container contents H Control and release of terrorism intelligence M Develop prison evacuation plan (shelter in place?) Use the list and rankings to narrow down or identify "your" strategies. The mitigation strategy serves as the long-term blueprint for reducing the potential losses identified in the risk assessment. The mitigation strategy includes the development of goals, objectives, and prioritized mitigation actions. Goals are general guidelines that explain what you want to achieve. They are broad policy statements and are usually long-term and represent global visions, such as "Protect Existing Property." Objectives define strategies or implementation steps to attain the identified goals. Unlike goals, objectives are specific, measurable, and may have a defined completion date. Objectives are more specific, such as "Increase the number of buildings protected from flooding." The development of effective goals and objectives enables the planning team to evaluate the merits of alternative mitigation actions and the local conditions in which these activities would be pursued. A potential mitigation action that would support the goal and objective goal example above is "Acquire repetitive flood loss properties in the Acadia Woods Subdivision." 14 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 In the 2005 LHMP, each jurisdiction was required to develop a Mitigation Strategy Proposal based on one of the following: 1. The strategy, goal, or objective rating "High Priority" on the Local Jurisdiction Mitigation Strategies and Goals (WORKSHEET ABOVE) 2. A specifically identified strategy, goal, or objective that was developed as part of one of the working groups planning sessions such as the hospitals or agriculture 3. A specifically identified strategy, goal, or objective that was developed as part of one of the jurisdiction's internal working group planning sessions 6. LOCAL JURISDICTION PROPOSED MITIGATION ACTION AND STRATEGY PROPOSAL a. Instructions for Updating Jurisdictions and Special Districts: With your planning team, please review the table from # 5, and determine if your ranking from the 2005 LHMP remains the same. Review the chosen Mitigation Strategy that your jurisdiction submitted. The updated plan must identify the completed, deleted, or deferred actions or activities from the previously approved plan as a benchmark for progress. If the mitigation actions or activities remain unchanged from the previously approved plan, the updated plan must indicate why changes are not necessary. Further, the updated plan shall include in its prioritization any new mitigation actions identified since the previous plan was approved or through the plan update process. b. Instructions for New Jurisdictions and Special Districts: With your planning team, Use the "High Priority" rated strategy, goal or objective as a starting point to determine your Mitigation Strategy Proposal. 15 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 LOCAL JURISDICTION PROPOSED MITIGATION ACTION AND STRATEGY PROPOSAL Jurisdiction: City of Temecula Contact: Grant Yates Phone: 951-506-5100 MITIGATION STRATEGY INFORMATION Proposal Name: Dam inundation plan for Diamond Valley Reservoir Proposal Location: Diamond Valley Lake Proposal Type Place an "X" by the type of mitigation strategy (one or more may apply) Flood and mud flow mitigation Fire mitigation Elevation or acquisition of repetitively damaged structures or structures in high hazard areas Mitigation Planning (i.e. update building codes, planning develop guidelines, etc.) Development and implementation of mitigation education programs Development or improvement of warning systems Additional Hazard identification and analysis in support of the local hazard mitigation plan Drinking and/or irrigation water mitigation Earthquake mitigation Agriculture - crop related mitigation Agriculture - animal related mitigation Flood inundation/Dam failure Weather/Temperature event mitigation X X X Proposal/Event History Description of Mitigation Goal Narrative: DESCRIPTION OF THE PROPOSED MITIGATION STRATEGY List any previous disaster related events (dates, costs, etc.) Diamond Valley Reservior is the largest and newest lake in the County and planning for the possibility of a dam failure is important to the City of Temecula, which lies in the probable areas of concern. Currently the State of California has not reviewed the flood inundation maps from the Metropolitan Water District Give a detailed description of the need for the proposal, any history related to the proposal. List the activities necessary for its completion in the narrative section below, including estimated timeline. (how long will it take) To our knowledge, there are dam innundation maps for Lake Skinner and Vail Lake, which could also negatively impact the City of Temecula. Planning for the worst case scenario, an innundation map of Diamond Valley could become an invaluable tool for the City of Temecula. Initial maps from MWD and the County GIS Agency have shown that the water flow from Diamond Valley Dam will have a major impact on the City and its surrounding area. The goal of this mitigation project will be to have planning sessions and table top exercises with all of the involved agencies to develop response plans relating to a dam failure. Table top exercises with involved agencies were held and work is started to develop response plans. These plans will be updated once the State of California reviews and approves the MWD maps. 16 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 Does your jurisdiction have primary responsibility for the proposal? If not, what agency does? Yes X No X Responsible Agency: Additional partners could include Riverside County, County Flood Control, and the Cities of Hemet and Murrietta. FUNDING INFORMATION Place an "X" by the proposed source of funding for this proposal Unfunded proposal - funds are not available for the proposal at this time Local jurisdiction General Fund Local jurisdiction Special Fund (road tax, assessment fees, etc.) Non -FEMA Hazard Mitigation Funds Local Hazard Mitigation Grant Funds - Future Request Hazard Mitigation Funds X X Has your jurisdiction evaluated this mitigation strategy to determine its cost benefits? (i.e. has the cost of the mitigation proposal been determined to be beneficial in relationship to the potential damage or loss using the attached Cost/Benefit Analysis Sheet or another internal method) As part of this process, each Submitting Jurisdiction is required to perform a cost -benefit analysis. They were required to answer the question at the bottom of the Proposal page that asks if they had conducted a Cost -Benefit Analysis of some type. This analysis was conducted either by completing a Cost Benefit form or by some other approved method. Many of the jurisdictions used the cost-effective analysis approach outlined in the FEMA publication, Cost and Benefits of Natural Hazards Mitigation. This cost -benefit analysis was not restricted to natural hazards. In some cases, the jurisdiction or working group identified a proposal that highlighted a life - safety issue over a standard hazard proposal. This was done when there was either historical data or other sources of information indicating that the life -safety issue needed to be emphasized or brought to the public's attention. 17 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 7. LOCAL JURISDICTION DEVELOPMENT TRENDS QUESTIONNAIRE LAND USE ISSUES - COMPLETE THE INFORMATION BELOW This questionnaire identifies a comparison of specific land use issues between 2004, 2012 and 2017. The questionnaire also identifies the specific threat potential to the jurisdiction in relationship to residential and commercial structures along with critical facilities. This threat potential is focused on structural loss rather than dollar -value loss as it relates to the three main natural hazards — earthquakes, floods, and wild land fires. The determination of dollar -value loss relating to commercial and critical facilities was found to be very limited and a difficult task to establish. This issue will be addressed in future updates of the Plan. The questionnaire also requires the jurisdiction to identify the process it will use to maintain their portion of the Plan. 18 City of Temecula Local Hazard Mitigation Agency Inventory Worksheet January 2012 LOCAL JURISDICTION DEVELOPMENT TRENDS QUESTIONNAIRE 2011 LAND USE ISSUES - COMPLETE THE INFORMATION BELOW JURISDICTION: DOES YOUR AGENCY HAVE RESPONSIBILITY FOR LAND USE AND/OR DEVELOPMENT ISSUES WITHIN YOUR JURISDICTIONAL BOUNDARIES? YES NO 2005 DATA 2012 DATA 2017 Current Population in Jurisdiction or Served 102,000 101,00 Projected Population in Jurisdiction or Served - in 2017 108,00 Current Sq Miles in Jurisdiction or Served 28.1 30.15 Projected Sq Miles in Jurisdiction or Served - in 2017 32.0 Does Your Jurisdiction have any ordinances or regulations dealing with disaster mitigation, disaster preparation, or disaster response? Yes Yes If yes, please list ordinance or regulation number. What is the number one land issue your agency will face in the next five years Growth from unincorporated areas Approximate Number of Homes/Apts/etc. 29,000 31,000 Projected Number of Homes/Apts/etc.- in 2017 35,000 Approximate Total Residential Value 8.5 Billion 8.5 Billion Projected Residential Total Value - in 2017 15 Billion Approximate Number of Commercial Businesses 3,000 3,300 Projected Number of Commercial Businesses - in 2017 3,700 Approximate Percentage of Homes/Apts/etc in flood hazard zones >1% $85,000,000 >1% $85,000,000 Approximate Percentage of Homes/Apts/etc in flood hazard zones - in 2017 >1% $150,000,000 Approximate Percentage of Homes/Apts/etc in earthquake hazard zones >1% $85,000,000 >1% $85,000,000 Approximate Percentage of Homes/Apts/etc in earthquake hazard zones - in 2017 >1% $150,000,000 Approximate Percentage of Homes/Apts/etc in wildland fire hazard zones >1% $85,000,000 >1% $85,000,000 Approximate Percentage of Homes/Apts/etc in wildland fire hazard zones - in 2017 >1% $150,000,000 Approximate Percentage of Commercial Businesses in flood hazard zones >1% >1% Approximate Percentage of Commercial Businesses in flood hazard zones - in 2017 >1% Approximate Percentage of Commercial Businesses in earthquake hazard zones 20% 20% Approximate Percentage of Commercial Businesses in earthquake hazard zones - in 2017 20% Approximate Percentage of Commercial Businesses in wildland fire hazard zones 0% 0% Approximate Percentage of Commercial Businesses in wildland fire hazard zones - in 2017 0 Number of Critical Facilities in your Jurisdiction that are in flood hazard zones See Above 0 Projected Number of Critical Facilities in your Jurisdiction that are in flood hazard zones - in 2017 0 Number of Critical Facilities in your Jurisdiction that are in earthquake hazard zones See Above 0 Number of Critical Facilities in your Jurisdiction that are in earthquake hazard zones - in 2017 0 Number of Critical Facilities in your Jurisdiction that are in wildland fire hazard zones. See Above 0 Number of Critical Facilities in your Jurisdiction that are in wildland fire hazard zones - in 2017 0 Does your jurisdiction plan on participating in the County's on-going plan maintenance program every two years as described in Part I of the plan? Yes Yes If not, how will your jurisdiction do plan maintenance? Will a copy of this plan be available for the various planning groups within your jurisdiction for use in future planning and budgeting purposes? Yes APPENDIX B - PLAN REVIEW TOOL/CROSSWALK Item No. 9 Approvals City Attorney Finance Director City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Armando G. Villa, AICP, Community Development Director DATE: March 10, 2015 SUBJECT: Approve Extension of Performance Dates in the Schedule of Performance for Phase 3 of the Owner Participation Agreement That Governs the Madera Vista Project Located at 44155 Margarita Road PREPARED BY: Luke Watson, Senior Planner RECOMMENDATION: That the City Council approve a 24 -month extension of the performance dates on the Schedule of Performance for Phase 3 of the Owner Participation Agreement between the City of Temecula as the Housing Successor to the Redevelopment Agency of the City of Temecula and Summerhouse Housing Associates, L.P., and authorize the City Manager to enter into and execute on behalf of the City such agreements and documents as may be necessary to implement this extension. BACKGROUND: On September 22, 2009, the Board of Directors of the former Temecula Redevelopment Agency (RDA) approved Resolution No. RDA 09-07 approving the Owner Participation Agreement and Loan Agreement (OPA), between the RDA and the Summerhouse Housing Associates L.P. (Bridge Housing). The OPA provided that Bridge Housing would construct 110 affordable housing units, previously known as the Summerhouse Apartments, now known as the Madera Vista Apartments, on 5.21 acres located at 44155 Margarita Road (Project). In return for the construction of 110 affordable housing units, the RDA would provide affordable housing funds to Bridge Housing in the amount of $8,438,595 ($76,714 per unit). The OPA, and subsequent amendments, designated that affordable housing funds were to be used to purchase the site ($5,000,000), provide construction funding for 20 unit phase one ($2,358,333), and to pay down a portion of the construction loan on the 60 unit phase two ($1,080,262). The OPA required that the Bridge Housing seek other sources of financing, including tax credit financing, in order to fully fund the development. Phase one and phase two of the Madera Vista Apartments are complete and fully occupied. The final phase, phase three, which will consist of the last 30 of the total 110 units, has not yet been constructed. Per the OPA, Bridge Housing is required to compete for tax credit financing in order secure adequate funding to complete the entire Project, including phase three. Bridge Housing was successful in acquiring tax credits for phase two of the Project. Per the existing OPA Schedule of Performance, Bridge Housing was provided four application rounds in which it was to submit to the California State Tax Credit Allocation Committee (TCAC), for the acquisition of tax credit financing of phase three. The acquisition of tax credits is a competitive process based many factors including unit affordability level, size of project, site amenities, neighborhood amenities and evidence of sources of funding in addition to tax credit financing. Each round of tax credit allocations is unique depending on the scoring strength of individual projects throughout the State of California. Due to these competitive factors, Bridge Housing was not successful in the first three tax credit allocation rounds. Under the current Schedule of Performance, Bridge Housing will be making its fourth and final attempt at acquiring tax credits financing fop phase three in the March 2015 round. The OPA Schedule of Performance includes a number of development process milestones that are to be underway or completed by April 1, 2015. Because Bridge Housing has not yet been successful in acquiring the needed tax credit financing to complete phase three, and because results of the March 2015 tax credit round will not be known for a number of months, Bridge Housing will not be able to meet the milestones in the Schedule of Performance and has therefore requested a 24 -month extension of the performance dates in the Schedule of Performance. A 24 -month extension would provide opportunity for Bridge Housing to compete in four additional tax credits rounds. Due to Bridge Housing's successful construction and operation of phase one and two of the Project, successful acquisition of tax credits for phase two, and in light of Bridge Housing's good faith efforts to acquire tax credits for phase three in a highly competitive application process, staff recommends that the City Council who, due to the dissolution of the RDA in 2012, is now the Housing Successor to the Temecula Redevelopment Agency, and beneficiary of all former RDA housing assets, approve the 24 -month extension of performance dates in the OPA Schedule of Performance. No other changes to the OPA have been requested. FISCAL IMPACT: A total of $8,438,595 in affordable housing funding has been obligated to the Project. These funds can only be used for the construction and preservation of affordable housing within the City of Temecula. All funds for the project have been expended and no further allocation of affordable housing funds has been requested or contemplated. ATTACHMENTS: 1. Owner Participation Agreement and subsequent amendments 2. Current OPA Schedule of Performance 3. Draft Amended Schedule of Performance SIXTH AMENDMENT TO AND PARTIAL ASSIGNMENT OF OWNER PARTICIPATION AND LOAN AGREEMENT THIS SIXTH AMENDMENT TO AND PARTIAL ASSIGNMENT OF OWNER PARTICIPATION AND LOAN AGREEMENT (the "Amendment") is dated as of April 1, 2013 and is entered into by and among the CITY OF TEMECULA, a municipal corporation, as successor to the housing assets of the Redevelopment Agency of the City of Temecula ("City"), SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Combined 80 Unit Project Developer"), and SUMMERHOUSE HOUSING 3, L.P., a California limited partnership ("Phase Three Project Developer"). RECITALS A. The Redevelopment Agency of the City of Temecula ("Agency") and Combined 80 Unit Project Developer entered into an Owner Participation Agreement dated as of September 22, 2009, a First Amendment to Owner Participation and Loan Agreement dated July 22, 2010, a Second Amendment to Owner Participation and Loan Agreement dated October 12, 2010, a Third Amendment to Owner Participation and Loan Agreement dated as of March 12, 2011, a Fourth Amendment to Owner Participation and Loan Agreement dated as of March 22, 2011 and a Fifth Amendment to Owner Participation and Loan Agreement dated as of June 23, 2011 (the "OPA") which provided for, among other things, a loan by Agency to Combined 80 Unit Project Developer. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the OPA. B. On February 1, 2012, the Agency was dissolved by AB X1 26 which added Part 1.8 and 1.85 to Division 24 of the California Health and Safety Code. C. Health and Safety Code Section 34176, which is set forth in Part 1.85, provides that a city that authorized the creation of a redevelopment agency may elect to retain the housing assets and functions previously performed by the redevelopment agency. D. By Resolution No. 12-11 dated January 24, 2012, the City elected to retain the housings assets and functions of the Agency. The OPA is a housing asset. E. The Combined 80 Unit Project Developer completed the development of the 20 Unit Site (Phase 1) in January 2011. F. The Combined 80 Unit Project Developer has received an award of Low Income Housing Tax Credits for the development of the 60 Unit Site (Phase 2) in October 2012 and has received commitments from Wells Fargo Bank to provide the Construction Loan, California Community Reinvestment Corporation to provide the Permanent Loan, and Wells Fargo Affordable Housing Community Development Corporation to be the tax credit equity investor to finance the development of the 60 Unit Site. G. The financing for the development of the 60 Unit Site described above shall be secured by both the 20 Unit Site and the 60 Unit Site (together, the "80 Unit Site"). The Combined 80 Unit Project Developer shall complete a lot line adjustment for the Site to create 1 144\22511293629.10 two separate legal parcels, one for the 80 Unit Site and one for the 30 Unit Site, prior to Commencement of Construction on the 60 Unit Project. H. The Combined 80 Unit Project Developer desires to assign its rights and obligations under the OPA associated with the 30 Unit Site (Phase 3) to the Phase Three Project Developer, which is an entity controlled by BRIDGE Housing Corporation. Such assignment is a permitted transfer described in Section 2.5.3(d) of the OPA. I. Sections 3.2 and 9.10 of the OPA authorize the City Manager to enter into this Amendment on behalf of the City (as successor to the housing assets and functions of the Agency) because this Agreement modifies certain provisions of the OPA, but does not increase the aggregate amount of the Agency Loan and does not otherwise modify the OPA in any substantial way. J. Combined 80 Unit Project Developer, the Phase Three Project Developer, and City desire to further modify the OPA as hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the adequacy of which is hereby acknowledged, City, Combined 80 Unit Project Developer, and Phase Three Project Developer hereby agree as follows: 1. OPA Modifications. a. Definitions (Section 1.1). The defmition of "Affordable Rent" is hereby deleted from Section 1.1 and the following is hereby substituted in lieu thereof: "1.1.1 Affordable Rent shall have the meaning set forth in California Health and Safety Code Section 50053(b) and Title 25 of the California Code of Regulations Section 6922, except that the term "Affordable Rent" with respect to Low Income Households shall mean rent affordable to moderate income households under California Health and Safety Code Section 50053(b) that does not exceed thirty percent (30%) of eighty percent (80%) of Area -wide Median Income." The definition of "Development" is hereby deleted from Section 1.1 and the following is hereby substituted in lieu thereof: "1.1.21 Development shall mean collectively, the Combined 80 Unit Project and the Phase Three Project." The following new definitions are hereby added to Section 1.1 of the OPA: "Combined 80 Unit Project" shall mean, collectively, the eighty (80) residential units and accompanying improvements developed or to be developed on the 80 Unit Site. -2- 144\225\1293629.10 "Combined 80 Unit Project Developer" shall mean Summerhouse Housing Associates, L.P., a California limited partnership. "80 Unit Site" shall mean collectively, the 20 Unit Site and the 60 Unit Site. "Low Income" shall mean "persons or families of moderate income" as described in California Health and Safety Code Section 50093(b) that also qualify as "low income" under 24 C.F.R. Section 92.2." "Phase One Project" shall mean, collectively, the twenty (20) residential units and accompanying improvements to be developed on the 20 Unit Site." "Phase Three Project" shall mean, collectively, the thirty (30) residential units and accompanying improvements to be developed on the 30 Unit Site." "Phase Three Project Developer" shall mean Summerhouse Housing 3, L.P., a California limited partnership. "Phase Two Project" shall mean, collectively, the sixty (60) residential units and accompanying improvements to be developed on the 60 Unit Site." b. Partial Assignment of OPA for the Phase Three Project to the Phase Three Project Developer. The Combined 80 Unit Project Developer hereby assigns, and the Phase Three Project Developer hereby assumes, all of the rights and obligations under the OPA related to the Phase Three Project (the "Phase Three Project Rights and Obligations"). The Phase Three Project Developer agrees to perform all of the Phase Three Project Rights and Obligations in accordance with the OPA. Such assignment is a permitted transfer described in Section 2.5.3(d) of the OPA. The City hereby acknowledges such assignment and releases the Combined 80 Unit Project Developer from the Phase Three Project Obligations. All definitions and references to general terms in the OPA shall hereby be amended so that there exist separate definitions and terms for the Combined 80 Unit Project and the Phase Three Project, as applicable (e.g., Completion, Development, Permanent Loan, Property, etc.). The Attachments to the OPA shall be bifurcated to create a separate attachment for the Combined 80 Unit Project and the Phase Three Project, and each Developer shall enter into a Note, Trust Deed, and Regulatory Agreement, Right of First Offer and Purchase Option, as described in revised Section 6.2.1 in subsection (f) below and revised Section 7.2.1 in subsection (h) below. The existing Note, Trust Deed, Regulatory Agreement, and Notice of Affordability Restrictions will be terminated and replaced with new documents as further described herein. The Combined 80 Unit Project Developer shall transfer the 30 Unit Site to the Phase Three Project Developer prior to or concurrently with closing the Construction Loan for the Combined 80 Unit Project. Legal Description (Attachment No. 1 to OPA). Attachment No. 1 to the OPA (the Legal Description) is hereby deleted and is replaced with the Legal Description — -3- 144\225\1293629.10 Combined 80 Unit Project attached hereto as Exhibit "A-1" and the Legal Description — Phase Three Project attached hereto as Exhibit "A-2". d. Schedule of Performance (Section 3.1; Attachment No. 3 to OPA). The development on the 20 Unit Site has been completed. Attachment No. 3 to the OPA (the Schedule of Performance) is hereby deleted and is replaced with the Schedule of Performance — 60 Unit Project attached hereto as Exhibit "B-1" (which is substantively the same as the 60 Unit Site Schedule of Performance attached to the letter from the City to the Combined 80 Unit Project Developer dated as of March 21, 2012) and the Schedule of Performance — Phase Three Project attached hereto as Exhibit "B-2" (which is substantively the same as the 30 Unit Site Schedule of Performance attached to the Third Amendment to OPA). e. Scope of Development (Attachment No. 4 to OPA). Attachment No. 4 to the OPA (the Scope of Development) is hereby deleted and is replaced with the Scope of Development — Combined 80 Unit Project attached hereto as Exhibit "C- 1" and the Scope of Development — Phase Three Project attached hereto as Exhibit "C-2". f Affordable Housing. Section 6.2.1 of the OPA is hereby deleted and is replaced with the following: "6.2.1 Combined 80 Unit Project Developer shall ensure that, during the term of the Combined 80 Unit Project Regulatory Agreement, all twenty (20) units on the 20 Unit Site are used, occupied, operated, leased and/or rented exclusively to Low Income Households at Affordable Rents with the exception of one manager's unit; nineteen (19) of the sixty (60) dwelling units on the 60 Unit Site are used, occupied, operated, leased, and/or rented exclusively to Very Low Income Households at Affordable Rents; forty-one (41) of the dwelling units on the 60 Unit Site are used, occupied, operated, leased and/or rented exclusively to Moderate Income Households at Affordable Rents; and twenty (20) of the units on the 60 Unit Site are used, occupied, operated, leased and/or vacated exclusively to Senior Households at Affordable Rents. Phase Three Project Developer shall ensure that, during the term of the Phase Three Project Regulatory Agreement, fifteen (15) of the units on the 30 Unit Site are used, occupied, leased and/or rented exclusively to Very Low Income Households at Affordable Rent; and the remaining fifteen (15) units on the 30 Unit Site are used, occupied, operated, leased and/or rented exclusively to Moderate Income Households at Affordable Rent. At the time of construction loan closing for the Combined 80 Unit Project, City and Combined 80 Unit Project Developer shall enter into and record a new Regulatory Agreement, a Right of First Offer and Purchase Option for the Combined 80 Unit Project that will reflect the foregoing definitions on substantially similar terms as and which will replace the Amended and Restated -4- 144\225\1293629.10 g. Regulatory Agreement, Right of First Offer and Purchase Option dated March 10, 2011 between the Agency and Combined 80 Unit Project Developer which was recorded in the Official Records of Riverside County on March 29, 2011 as Document No. 2011-0137852. At the time of construction loan closing for the Combined 80 Unit Project, City and Phase Three Project Developer shall enter into and record a new Regulatory Agreement, a Right of First Offer and Purchase Option for the Phase Three Project that will reflect the foregoing definitions on substantially similar terms as the Amended and Restated Regulatory Agreement, Right of First Offer and Purchase Option dated March 10, 2011 between the Agency and Combined 80 Unit Project Developer which was recorded in the Official Records of Riverside County on March 29, 2011 as Document No. 2011-0137852. Method of Financing Development. The "Financing Scenario" in Section 7.1.1 of the OPA is hereby deleted and the following Financing Scenario is hereby substituted in lieu thereof. Uses of Funds Land Acquisition Cost Direct Costs Indirect Costs Financing Costs Total Uses of Funds Sources of Funds Construction Construction loan Tax Credit Equity Deferred Developer Fee GP Equity & Deferred Costs Agency Loan County HOME Loan Total Sources of Funds Permanent Permanent Loan Tax Credit Equity Deferred Developer Fee GP Equity & Deferred Costs Agency Loan 144\225\1293629.10 80 Unit Site $3,388,732 $11,774,635 $4,427,883 $1,787,966 $21,379,216 $11,917,341 $958,808 $200,000 $469,885 $7,717,250 $0 $21,263,284 30 Unit Site Total $721,345 $3,908,493 $1,494,131 $507,550 $6,631,519 $4,660,458 $377,991 $0 $0 $721,345 $675,000 $6,434,794 $3,604,000 $300,000 $9,588,080 $4,500,037 $0 $0 $469,885 $0 $7,717,250 $721,345 -5- $4,110,077 $15,683,128 $5,922,014 $2,295,516 $28,010,735 $16,577,799 $1,336,799 $200,000 $469,885 $8,438,595 $675,000 $27,698,077 $3,904,000 $14,088,117 $0 $469,885 $8,438,595 County HOME Loan $0 $1,110,138 $1,110,138 Total Source of Funds $21,379,215 $6,631,520 $28,010,734 h. Section 7.2.1 is hereby deleted from the OPA and is hereby replaced with the following revised Section 7.2.1: "7.2.1 City Loans Generally City agrees to lend to Combined 80 Unit Project Developer, and Combined 80 Unit Project Developer agrees to accept from City, financing not to exceed $7,717,250 for the Combined 80 Unit Project, which is an acquisition, construction, and permanent loan (of which $1,080,262 has not been disbursed) (the "Combined 80 Unit Project Loan"). The Combined 80 Unit Project Loan shall accrue interest at the rate of three percent (3%) per annum, simple interest. The Combined 80 Unit Project Loan shall be evidenced by the Combined 80 Unit Project Note, and secured by the Combined 80 Unit Project Trust Deed, which shall be recorded against the 80 Unit Site. The Combined 80 Unit Project Loan shall be used solely for the purposes set forth in Section 7.2.2; no portion of the Combined 80 Unit Project Loan shall be used to pay any employees of Combined 80 Unit Project Developer. The City agrees to reasonable subordination of the Combined 80 Unit Project Loan to the Combined 80 Unit Project Construction and Permanent Lenders, as may be required for the financing of the Combined 80 Unit Project. City agrees to lend to Phase Three Project Developer, and Phase Three Project Developer agrees to accept from Agency, financing not to exceed $721,345. for the Phase Three Project, which is an acquisition and permanent loan for the Phase Three Project (which has already been disbursed) (the "Phase Three Project Loan"). The Phase Three Project Loan shall accrue interest at the rate of three percent (3%) per annum, simple interest. The Phase Three Project Loan shall be evidenced by the Phase Three Project Note, and secured by the Phase Three Project Trust Deed, which shall be recorded against the 30 Unit Site. The Phase Three Project Loan shall be used solely for the purposes set forth in Section 7.2.2; no portion of the Phase Three Project Loan shall be used to pay any employees of Phase Three Project Developer. The City agrees to reasonable subordination of the Phase Three Project Loan to the Phase Three Project Construction and Permanent Lenders, as may be required for the financing of the Phase Three Project. Section 7.2.2 is hereby deleted from the OPA and is replaced with the following revised Section 7.2.2: "7.2.2 Disbursement of City Loans; Conditions The Combined 80 Unit Project Loan shall be disbursed as follows: -6- 144\225\1293629.10 1. $6,636,988 has been disbursed for costs of acquiring the 20 Unit Site and the 60 Unit Site and constructing the Phase One Project on the 20 Unit Site. 2. Provided that written permanent loan commitments from Qualified Lenders containing commercially reasonable closing conditions are in effect to all permanent financing (other than the City Loan) that will be needed for the Project, as shown by written lending commitments delivered to the City and reasonable estoppel certificates from the permanent lender if required by the City Manager, and allocations of tax credits and commitments of tax credit equity required for the Project have been obtained, then an additional $1,080,262 shall be disbursed upon Completion of the 60 Unit Site, as permanent financing for the Development (for application to construction financing for the 80 Unit Site). The City hereby acknowledges that the California Community Reinvestment Corporation as a Qualified Lender. It shall be a condition to any disbursement that Combined 80 Unit Project Developer not be in default under this Agreement (including, without limitation, Section 7.1.2 above) or any of the documents described herein that shall have been executed by Combined 80 Unit Project Developer, or under any other loan secured by the Development or any portion thereof. The Phase Three Project Loan shall be disbursed as follows: $731,086 has been disbursed for costs of acquiring the 30 Unit Site. Section 7.2.3 is hereby deleted from the OPA and is replaced with the following revised Section 7.2.3: "7.2.3 Repayment of City Loan The below provisions shall be separately applicable to the Combined 80 Unit Project Loan and the Phase Three Project Loan, and to the Combined 80 Unit Project and the Phase Three Project, respectively. (a) The City Loan (including all outstanding principal and accrued interest) shall become due and payable upon the earlier of occurrence of an Event of Default, or the date that is fifty-five (55) years after issuance by the City of a Certificate of Completion for the Project. (b) Seventy-five percent (75%) of the Residual Receipts (defined below) for the Project shall be paid to the City and applied to the accrued interest and the outstanding principal on the City Loan. The City's share shall be paid to the City on an annual basis on the Payment Dates for application to sums outstanding under the City Loan (which shall be applied first to sums other than principal, then to principal), and on or before such annual Payment Date, Combined 80 Unit Project Developer, or the Phase Three Project Developer, as applicable, shall deliver to City in writing a detailed description of the calculation -7- 144122511293629.10 of the Residual Receipts and the calculation of the payment (or the detailed calculations, with reasonable back-up evidence, showing that no such payment is then due). Any Residual Receipts remaining after other financing has been fully re -paid by the payments described in the first sentence of this paragraph (and by any other payments) shall be paid to City to repay the remaining outstanding principal of and accrued interest on the Loan, to the extent of seventy-five percent (75%) of Residual Receipts. "Residual Receipts" means the Annual Project Revenue less (A) Annual Operating Expenses; (B) a limited partner asset management fee of up to $7,500 per year for the first fifteen (15) years after the recording of the Certificate of Completion for the Development, increased by 3% per year; (C) a general partner fee of $25,000 per year, increased by 3% a year; and (D) deferred development fees of up to $500,000 (without interest). "Annual Project Revenue" means all revenue generated by the Development, including, but not limited to, rent payments, governmental assistance housing payments, laundry and other vending machine and pay telephone income and tenant reimbursements of costs. The Annual Project Revenue shall exclude security deposits (unless and until they are applied to pay obligations of tenants), loan proceeds, grants, capital contributions, insurance proceeds and condemnation awards. "Annual Operating Expenses" means all regular and customary annual expenses incurred in relation to the operation of the Development. Said Annual Operating Expenses may include a reasonable property management fee, fees of accountants, attorneys and other professionals allocable to the Development, periodic installment payments of principal and interest on permanent loans that refinance the loans that are contemplated by this Agreement (up to the amount of the outstanding balances under the construction loans) and secured by the Site, repayment of completion and operating deficit loans relating to the Development (excluding any payments of Residual Receipts and any other payments based on a percentage or portion of Development revenue), utility charges, operating, maintenance and repair expenses (including capital repairs and replacements to the extent not paid from loan proceeds or required reserves), replenishment of any required operating and replacement reserves, Tenant Services Operating Expenses, property taxes and assessments and insurance premiums. Notwithstanding the foregoing, in no event shall Annual Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) which are due to or arising out of the Borrower's (A) breach or default of the City Loan, any Loan Document or any loan document for any other loan secured by the Site, the Development or any portion thereof, (B) fraudulent acts or willful misconduct, or (C) breach or default under any other contract, lease or agreement pertaining to the Development. Annual Operating Expenses shall also not include other expenses not related to the Development's operations such as depreciation, amortization, accrued principal and interest expense on deferred payment debt -8- 1441225\1293629.10 and expenditures, or indebtedness, for new construction not included in the initial Development. "Tenant Services Operating Expenses" means the sum of up to $10,000 per year, increasing after the first full calendar year of operation of the Development, after the issuance of a Certificate of Occupancy for the Development by 31/2% per year. k. Project Budget (Attachment No. 9 to OPA). Attachment No. 9 to the OPA (the Project Budget) is hereby deleted and is replaced with the Project Budget — Combined 80 Unit Project attached hereto as Exhibit "D-1" and the Project Budget — Phase Three Project attached hereto as Exhibit "D-2". 1. All references to "Executive Director" in the Agreement shall mean "City Manager". Section 9.10 of the OPA is hereby deleted and is replaced with the following revised Section 9.10: "9.10 Approvals by City In addition to the authority expressly given to the City Manager elsewhere in the Agreement, the City Manager shall have the authority to (i) give, in writing, all consents and approvals on behalf of the City; and (ii) agree in writing to non - substantial modifications to this Agreement and to the documents required by this Agreement on behalf of the Agency, including the Note, Trust Deed, and Regulatory Agreement, Right of First Offer and Purchase Option for the Combined 80 Unit Project and the Phase Three Project, respectively. The City Manager shall also have the authority to execute reasonable subordination agreements subordinating the Agency Deed of Trust and Regulatory Agreement to liens securing construction and permanent financing required for the Project provided the City Manager shall have reviewed and approved such construction and permanent financing." m. Phase Three Obligations. The following new paragraph is hereby added to Section 7.1.2 of the OPA: The Phase Three Project Developer shall make good faith, diligent, and commercially reasonable efforts to obtain: (i) TCAC approval of the maximum tax credits available for the development of the Phase Three Project, including submitting four (4) applications for tax credits, beginning in the second round of tax credit applications in 2013, and (ii) the maximum amount of permanent financing available on commercially reasonable terms from a Qualified Lender (as reasonably determined by the City). If the Phase Three Project Site has a value exceeding the amount of the Phase Three Project Loan, then the difference between the appraised value and the Loan shall be payable by the Phase Three Project Developer to the City as a land appreciation fee (the "Land Appreciation Fee"). Such fee shall be due and payable by the Phase Three Project Developer -9- 144\225\1293629.10 upon Closing of the construction financing for the Phase Three Project or April 1, 2014 if Closing has not yet occurred. The Phase Three Project Developer shall obtain an appraisal and deliver a copy to the City within sixty (60) days of the due date to establish the amount of the land appreciation fee, by an appraiser reasonably acceptable to the City. If the Phase Three Project Developer has not obtained an appraisal by March 1, 2014, the City may obtain an appraisal from an MAI appraiser to calculate the Land Appreciation Fee, and the Phase Three Project Developer shall reimburse the City the cost of such appraisal. 2. Land Use Entitlements. The City warrants and represents to the Combined 80 Unit Project Developer as follows: a. On March 12, 2012 the City submitted to the California Tax Credit Allocation Committee a Verification of Zoning (Attachment 14), as applied to the 80 units comprising the Combined 80 Unit Project which states that: "The entire parcel upon which the above-described low-income project will be located is zoned Professional Office which allows for residential development (multi -family) of no greater than 20 units per acre. This project is eligible to apply for a density bonus that would allow a maximum density of 30 units per acre. "The project, as proposed, is zoned for the intended use, complies with the general plan, and conditional use requirements, if any." b. The land use approvals for the Development, including the Combined 90 Unit Project, were approved by Planning Commission Resolution No. 06-42 adopted by the Temecula Planning Commission on May 17, 2006. Resolution No. 06-42 has not expired and remains in full force and effect. The Director of Community Development, through his or her designee, administratively approved the following amendments to the land use approvals for the Development: PA07-0212 on September 7, 2007; PA08-0116 on May 30, 2008; PA09-0225 on July 31, 2009; and PA10-0055 on March 9, 2010. The Verification of Zoning is based on Planning Commission Resolution No. 06-42 and the administrative approvals and the information contained therein remains correct. c. No further development permits or approvals, other than grading and building permits, are required to construct the Combined Eighty Unit Project. d. Additionally, if the proposed Lot Line Adjustment No. 13-0056 is approved by the City, the Verification of Zoning will remain effective, the setbacks for the Development will continue to meet zoning requirements, and no variance or other additional discretionary approvals will be required for the Development. e. On May 17, 2006, the Planning Commission approved the eight (8) foot setback from Margarita Road as a development standard concession pursuant to Section 17.10.020(M)(3)(b) of the Temecula Municipal Code and Section 65915 of the California Government Code as part of the Development Plan 05-0235 approved by Resolution No. 06-42. -10- 144\225\1293629.10 General Provisions. a. Entire Agreement. This Amendment constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof. This Amendment may not be modified, amended, supplemented, or otherwise changed, except by a writing executed by both parties hereto. b. Waiver. No failure or delay by any party in the exercise of any right hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or any other right. c. Counterparts. This Amendment may be executed in two or more counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. d. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of the State of California. e. Attorneys' Fees and Costs. If a dispute arises under or in connection with this Amendment (including, without limitation, the enforcement or interpretation of this Amendment), the prevailing party (as determined by the trier of fact) shall be entitled to recover its reasonable attorneys' fees and costs from the other party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -11- 144\22511293629.10 IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. ATTEST: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: SUMMERHOUSE HOUSING, LLC General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole ber/manager By: Kimberly McKay, Vice President SUMMED[ -HOUSE HOUSING 3, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, its general partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporatio , its sole member/manager By: L Kimberly McKay, Ice President Interim City Manager Richards, Watson & Gershon, Susan .Tones, CMC a professional corporation City Clerk/Agency Secretary By: Peter Thorson, City Attorney 12 144122.511293629 1 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 4{%4`f::tij^1`:4' 4F?4 t&-:t-r.6c. r.Q.s Isii^ssS }.G.<ZS c4` 4'€: vs—. S. xs., �':•�CSs�'^_.7r �i` State of California4)-1-V.ULAI-1-• County of On 4- 8- 20).3 before me, Date �ry personally appeared 0C %7C } r '4,1t.,),2 . `' �rr 97(14 t.tF tiara tnsalt Name xnd T,IIo 6r rW 0(11iU ci u itis ' SHELLEY . POLLAK Commission # 1925612 Notary Public - California Riverside County Comm. Ex Ires Mar 13, 2015 Place Notary Seal Above Nf n*) W Siana+te1 who proved to me on the basis o satisfactory evidence to be the person 1 whose name IS/arm-subscribed to the within instru nlent and ac nowiedged to me that klelshelthey executed the same ir(hi aper/their authorized capacity(fesl, and that b iWlheritheir signatureir$r on the instrument the persons, or the entity upon behalf of which the person("'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 90/ at to dI Notary Pubic Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document (} Title or Type of Dgq,curmenl:,4 h d-% °itc, YY 1 1 ° ASSeSS rA-114-• 66 tt3�'-' Pct f1c., f ..h D r� 0."01 %aa,1 Cj- Vtr. c/7'- $' Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General 0 Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of Thumb here .. n t, a , a o da a a w . d ,a a ., - • : �r ,t {x { : t" -0"-Z. `X .'M.`r - "-070Z.: ('x:5C.inCir{°r ;e4 4'.I..v..2 02007 National Notary Association • 9350 De Sato Ave., P.O Box 2402 •Chatsworth, CA 91313-2402• www.NationalNotary.org Item 85907 Reorder:CallToll-Free 1-B00-076-6027 IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. ATTEST: Susan Jones, CMC City Clerk/Agency Secretary 144122511293629.10 SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: SUMMERHOUSE HOUSING, LLC General Partner By: BRIDGE Housing Corporation — Southem California, a California nonprofit public benefit corporation, its sole member/manager By: Kimberly McKay, Vice President SUMMERHOUSE HOUSING 3, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, its general partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Kimberly McKay, Vice President CITY OF TEMECULA By: Aaron Adams, Interim City Manager Richards, Watson & Gershon, a professional corporation By: ` 6. L '` eter Thorson, City Attorney I 12 h EXHIBIT "A-1" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 1 LEGAL DESCRIPTION (COMBINED 80 UNIT PROJECT) The land referred to is situated in the County of Riverside, City of Temecula, State of California, and is described as follows: PARCEL ONE: That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being that portion of Lot "B" of No. Tract 33891 as shown on the map recorded in Book 424, Pages 82 through 84, inclusive, of Maps in the Office of the County Recorder of said Riverside County, together with that portion of Parcels 1 and 2 of Parcel Map No. 36219 as shown on the map filed in Book 231, Page 58 through 60, inclusive of Parcel Maps in the Office of said Riverside County Recorder, described as follows: Commencing at the northeasterly comer of said Lot "B"; Thence along the easterly line of said Lot "B" South 16° 56' 06" East 91.99 feet to the easterly prolongation of the northerly line of Parcel 2 of said Parcel Map No. 36219 and the TRUE POINT OF BEGINNING; Thence along the easterly prolongation, said northerly line of Parcel 2 and the westerly prolongation of said northerly line South 73° 04' 07" West 562.85 feet to the westerly line of said Parcel 1; Thence along said westerly line and the southerly and easterly lines of said Parcels 1 and 2 and the easterly line of said Lot "B" the following courses: South 09° 21' 50" East 427.15 feet; Thence North 73° 24' 46" East 596.03 feet; Thence North 26° 59' 58" East 33.31 feet; Thence North 16° 56' 06" West 403.02 feet to the TRUE POINT OF BEGINNING. Contains: 251,117 square feet or 5.765 Acres, more or less. 144\225\1293629.10 Being Parcel A as shown on the Lot Line Adjustment No. PA13-0056, recorded April 1, 2013, Instrument No. 2013-0154092, in the Official Records of Riverside County. PARCEL TWO: Rights and Easements granted in that certain Reciprocal Easement, Joint Use and Maintenance Agreement dated , 2013, and recorded as instrument No. 2013- _ , in the Official Records of Riverside County. APN: 959-080-024 and a portion of 959-080-023 and 959-080-025 1441225\1293629.10 EXHIBIT "A-2" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 1 LEGAL DESCRIPTION (30 UNIT PROJECT) The land referred to is situated in the County of Riverside, City of Temecula, State of California, and is described as follows: PARCEL ONE: That certain parcel of land situated in the City of Temecula, County of Riverside, State of California, being that portion of Lot "B" of No. Tract 33891 as shown on the map recorded in Book 424, Pages 82 through 84, inclusive, of Maps in the Office of the County Recorder of said Riverside County, together with that portion of Parcel 1 of Parcel Map No. 36219 as shown on the map filed in Book 231, Page 58 through 60, inclusive of Parcel Maps in the Office of said Riverside County Recorder, described as follows: Commencing at the northeasterly corner of said Lot "B"; Thence along the easterly line of said Lot "B" South 16° 56' 06" East 91.99 feet to the easterly prolongation of the northerly line of Parcel 2 of said Parcel Map No. 36219; Thence along the easterly prolongation, said northerly line of Parcel 2 and the westerly prolongation of said northerly line South 73° 04' 07" West 562.85 feet to the westerly line of said Parcel 1; Thence along said westerly line North 09° 21' 50" West 92.83 feet to the northwesterly corner of said Parcel 1; Thence along the northerly line of said Parcel 1 and the northerly line of said Lot "B" North 73° 04' 17" East 550.62 to the Point of Beginning. Being Parcel B as shown on the Lot Line Adjustment No. PA13-0056, recorded April 1, 2013, Instrument No. 2013-0154092, in the Official Records of Riverside County. PARCEL TWO: Rights and Easements granted in that certain Reciprocal Easement, Joint Use and Maintenance Agreement dated , 2013, and recorded as instrument No. 2013- in the Official Records of Riverside County. APN: Portions of 959-080-023 and 959-080-025 144\225\1293629.10 EXHIBIT "B-1" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE (60 UNIT PHASE TWO PROJECT) ACTIONS 1. Close of Escrow [Section 4.6.4j 2. Approval of Management Plan 3. Obtain all permits and approvals for construction of the Improvements Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit Obtain all debt and equity financing for the construction of the Improvements on 60 Unit Site 6. Commencement of Construction. Combined 80 Unit Project Developer shall commence construction of the Improvements. [Section 5.1] 7. Completion of Construction. Combined 80 Unit Project Developer shall complete construction of the Improvements. 8 Issuance - Certificate of Completion. Agency shall issue Combined 80 Unit Project Developer a Certificate of Completion. [Section 5.14] Closing of any permanent loan(s) needed for the 60 Unit Site 144\225\1293629.10 DEADLINE September 29, 2009 December 1, 2012 April 10, 2013 April 10, 2013 April 10, 2013 April 10, 2013 December 31, 2014 Not later than 10 days after Combined 80 Unit Project Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. 27 months after commencement of construction. EXHIBIT "B-2" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE (30 UNIT PHASE THREE PROJECT) ACTIONS 30 Unit Site 1. Approval of Management Plan 2. Obtain all permits and approvals for construction of the Improvements 3. Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit 4. Obtain all debt and equity financing for the construction of the Improvements on 30 Unit Site Commencement of Construction. Phase Three Project Developer shall commence construction of the Improvements. [Section 5.1] Completion of Construction. Phase Three Project Developer shall complete construction of the Improvements. Issuance - Certificate of Completion. City shall issue Phase Three Project Developer a Certificate of Completion. [Section 5.14] 8. Closing of any permanent loan(s) needed for the 30 Unit Site 144\225\1293629.10 DEADLINE December 1, 2013 April 1, 2014 April 1, 2014 April 1, 2014 April 1, 2014 15 months after commencement of construction Not later than 10 days after Phase Three Project Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. 21 months after commencement of construction. EXHIBIT "C-1" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT (COMBINED 80 UNIT PROJECT) 20 Unit Site (completed) The Improvements on the 20 Unit Site consist of 20 multi -family affordable housing units, including three residential buildings previously entitled and partially constructed for a senior condominium community and a 1,622 square foot community center with a swimming pool. The residential buildings are two stories consisting of five different unit types ranging in size from 1,500 to 2,300 square feet. The Improvements on the 20 Unit Site includes 26 garage parking spaces and 23 open spaces (including 1 accessible space and 14 guest parking spaces) for a total of 49 spaces. 60 Unit Site The Improvements on the 60 Unit Site include 5 residential buildings, a management and maintenance office, and recreation facilities including a community room, green space, community garden, basketball court and outdoor play areas for children. The residential buildings will be two stories consisting of five unit types designed to meet the needs of various families. The units range from 690 square feet to 1,117 square feet in size and offer one, two and three bedroom floor plans. 20 of the 60 units will be rented to seniors aged 62 and over. The project will have 60 private garages parking spaces, 20 tandem/driveway spaces and 48 open spaces (including 3 accessible spaces and 10 guest spaces) for a total of 128 spaces. Each unit will have an assigned garage as well as one open parking space available. 144\225\1293629.10 EXHIBIT "C-2" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT (30 UNIT PROJECT) 30 Unit Site The Improvements on the 30 Unit Site includes 3 residential buildings. The residential buildings will be two stories consisting of five unit types designed to meet the needs of various families. The units range from 690 square feet to 1,117 square feet in size and offer one, two and three bedroom floor plans. The project will have 30 private garages parking spaces, 40 open spaces (including 2 accessible spaces and 5 guest spaces) for residents, management employees, and guests. Each unit will have an assigned garage as well as one open parking space available. 144\22511293629.10 I. Direct Costs Off Site Improvements On -Sites / Landscaping Shell Construction Contingency Total Direct Costs II. Indirect Costs Architecture and Engineering Permits and Fees Legal and Accounting Taxes and Insurance Developer Fee Marketing / Lease Up Appraisal / Market Study Contingency Total Indirect Costs III. Financing Costs Loan Fees City Deferred Interest Interest During Construction Interest During Lease - Up Title/Recording/Escrow TCAC Fees / Audit / Cost Cert Syndication Fees Operating Lease Up /Reserves Total Financing Costs IV Total Development Costs Excluding Land 144\225\1293629.10 EXHIBIT "D-1" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 9 PROJECT BUDGET (COMBINED 80 UNIT PROJECT) $0 $1,295,909 $9,793,240 $685,486 $11,774,635 $929,000 $1,328,050 $131,311 $265,980 $1,300,000 $300,000 $30,000 $143,542 $4,427,883 $234,369 $468,926 $388,071 $218,485 $35,000 $97,115 $65,000 $281,000 $1,787,966 $17,990,484 V. Acquisition Costs Land Acquisition Costs Land Related Costs Total Acquisition Costs Total Development Costs 144\225\1293629.10 $3,117,112 $271,620 $3,388,732 $21,379,216 EXHIBIT "D-2" TO SIXTH AMENDMENT TO OPA ATTACHMENT NO. 9 PROJECT BUDGET (30 UNIT PROJECT) I. Direct Costs Off Site Improvements $0 On -Sites / Landscaping $350,000 Shell Construction $3,285,807 Contingency $272,686 Total Direct Costs $3,908,493 H. Indirect Costs Architecture and Engineering $305,000 Permits and Fees $679,323 Legal and Accounting $25,000 Taxes and Insurance $55,067 Developer Fee $300,000 Marketing / Lease Up $50,000 Appraisal / Market Study $22,500 Contingency $57,241 Total Indirect Costs $1,494,131 III. Financing Costs Loan Fees $93,302 City Deferred Interest Interest During Construction $85,442 Interest During Lease - Up $64,081 Title/Recording/Escrow $30,000 TCAC Fees / Audit / Cost Cert $71,500 Syndication Fees $65,000 Operating Lease Up /Reserves $98,225 Total Financing Costs $507,550 IV Total Development Costs Excluding Land 144\22511293629.10 $5,910,174 V. Acquisition Costs Land Acquisition Costs $664,546 Land Related Costs $56,799 Total Acquisition Costs $721,345 Total Development Costs $6,631,519 144122511293629,10 SCHEDULE OF PERFORMANCE — 30 -Unit Site Revised February 25, 2015 Supersedes Exhibit "B-2" in Sixth Amendment to the OPA 30 -Unit Phase 3 Site ACTIONS Approval of Management Plan Obtain all permits and approvals for construction of the Improvements Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit Obtain all debt and equity financing for the construction of the Improvements on 30 Unit Site Commencement of Construction. Developer shall commence construction of the Improvements. [Section 5.1] Completion of Construction. Phase 3 Project Developer shall complete construction of the Improvements. Issuance - Certificate of Completion. Agency shall issue Phase 3 Project Developer a Certificate of Completion. [Section 5.14] DEADLINE December 1, 2015 April 1, 2015 April 1, 2015 April 1, 2015 April 1, 2015 15 months after commencement of construction. Not later than 10 days after Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. Closing of any permanent loan(s) needed for 21 months after commencement of the 30 Unit Site construction. FIFTH AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT THIS FIFTH AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT (the "Amendment") is dated as of June 23, 2011 and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Agency") and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). RECITALS A. Agency and Developer entered into an Owner Participation Agreement dated as of September 22, 2009, a First Amendment to Owner Participation and Loan Agreement dated July 22, 2010, a Second Amendment to Owner Participation and Loan Agreement dated October 12, 2010, a Third Amendment to Owner Participation and Loan Agreement dated as of March 12, 2011, and a Fourth Amendment to Owner Participation and Loan Agreement dated as of March 22, 2011 (the "OPA") which provided for, among other things, a loan by Agency to Developer. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the OPA. B. Developer and Agency desire to further modify the OPA as hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the adequacy of which is hereby acknowledged, Agency and Developer hereby agree as follows: 1. OPA Modifications. a. The Financing Scenario in Section 7.1.1 of the OPA is hereby deleted and the following Financing Scenario is hereby substituted in lieu thereof. The Agency acknowledges that the 20 Unit Site (Phase 1) and the 60 Unit Site (Phase 2) are combined into one 80 -unit project for purposes of low income housing tax credit financing and that the total amount of $8,438,595 in construction and permanent Agency Loan funding is allocated to this consolidated 80 -unit project. Uses of Funds Acquisition Cost Direct Costs Indirect Costs Financing Costs Total Uses of Funds Phase 1 20 Unit Site $1,883,157 $1,951.730 $588,152 $0 $4,423,039 Phase 2 60 Unit Site $3,195,261 $7,886.0I 3 $4,040,333 $1,148,899 $ 16,270,506* Phase 3 30 Unit Site $0 $3,908,493 $1,494,131 $507,551 $5,910,175 Total $5,078,418 $13,746,235 $6,122,616 $1,656.450 $26,603,720 * Includes development fee and operating reserve (for which "permanent sources of funds" are to be used). l 11087-0028\ 1367784 v2.doc 09.209 Phase 1 20 Unit Site Sources of Funds Phase 2 Phase 3 60 Unit Site 30 Unit Site Total Construction Constriction loan SO $9,756,531 54,660,458 514,416,989 Tax Credit Equity SO $1,000,000 $377,991 51,377,991 Deferred Developer Fee 5200,000 50 $0 5200,000 Agency Loan $4,223,039 53,135,294 80 57,358,333 County HOME Loan SO 5900,000 8675,000 $1,575,000 Total Sources of Funds 54,423,039 514,791,825 $5,713,449 524,928,313 Permanent Permanent Loan SO $2,187,309 $300,000 82,487,309 Tax Credit Equity $0 $8,567,671 84,500,037 513,067,708 Deferred Developer Fee 5200,000 8300,000 $0 5500,000 Agency Loan $4,223,039 54,215,556 80 58,438,595 County HOME Loan SO 51,000,000 $1,110,138 $2,110,138 Total Source of Funds $4,423,039 $16,270,506 55,910,175 826,603,720 b. Clause 3 of Section 7.2.2 is hereby deleted from the OPA and is hereby replaced with the following revised clause 3: Provided that written permanent loan commitments from Qualified Lenders containing commercially reasonable closing conditions are in effect to all permanent financing (other than the Agency Loan) that will be needed for the Development, as shown by written lending commitments delivered to the Agency and reasonable estoppel certificates from the permanent lender if required by the Executive Director, and allocations of tax credits and commitments of tax credit equity required for the Development have been obtained, then all of the $_1,080,262 permanent financing from the Agency shall be disbursed upon Completion of Phase 2 of the Development for application to construction financing for the applicable phase. 2. General Provisions. a. Entire Agreement. This Amendment constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof. This Amendment may not be modified, amended, supplemented, or otherwise changed, except by a writing executed by both parties hereto. b. Waiver. No failure or delay by any party in the exercise of any right hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or any other right. -2- 11087-002811367784v2.doc c. Counterparts. This Amendment may be executed in two or more counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. d. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be govemed by and construed in accordance with the laws of the State of California. e. Attorneys' Fees and Costs. If a dispute arises under or in connection with this Amendment (including, without limitation, the enforcement or interpretation of this Amendment), the prevailing party (as determined by the trier of fact) shall be entitled to recover its reasonable attorneys' fees and costs from the other party. f. Executive Director Authority. The Executive Director is authorized to enter into this Amendment on behalf of the Agency pursuant to Sections 3.2 and 9.10 of the OPA. This Amendment modifies certain details of the Agency Loan but does not increase the aggregate amount of the Agency Loan. -3- 11087-002811367784v2.doc IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. Susan _I nes, MMC Richards, Watson & Gershon, a profess corp tion By: Peter M. Thorson, Agency Counsel 11087-002811367784v2,doc SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member m ager `'4 By:. c `v Print Name:R b&a t4ieh(2�.o Title: 0,aPttesi de.t REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public !' ; f, co orate and politic By: -4- Shawn D. Nelson, Executive Director FOURTH AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT THIS FOURTH AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT (the "Amendment") is dated as of March 22, 2011 and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Agency") and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). RECITALS :A. • Agency and. Developer entered into an Owner Participation Agreement dated as of September 22, 2009,.a First Amendment to Owner Participation and Loan Agreement dated :July 22, 2010, a Second. Amendment to Owner Participation and Loan Agreement dated October 12, 2010, and a.Third Amendment to Owner Participation and Loan Agreement dated as of March 12, 2011 (the "OPA") which provided for, among other things, a loan by Agency to Developer. Capitalized terms: used butnot defined in this Amendment shall have_ the meanings ascribed thereto in the OPA: B. Developer and Agency desire to further modify the OPA as hereinafter set forth. NOW, THEREFORE, in consideration of the -foregoing recitals and other consideration, the adequacy of which is hereby acknowledged, Agency and Developer hereby agree as follows: 1.. OPA Modifications. . a: The Financing Scenario in Section 7.1.1 of the OPA is hereby deleted and the following Financing Scenario is hereby substituted in lieu thereof The Agency acknowledges that the 20 .Unit Site (Phase 1) and the 60 Unit Site (Phase 2) are combined into one 80 -unit project for purposes of low income housing tax credit financing and that the total amount of $8,078,507 in construction and permanent. Agency Loan funding is allocated to this consolidated 80 -unit project. Uses of Funds Acquisition Cost Direct Costs Indirect Costs Financing Costs Total Uses of Funds 1 1087-000 I \ 1341655 v 1.doc Phase 1 20 Unit Site $1,883,157 $1,951,730 $588,152 $0 $4,423,039 Phase 2 60 Unit Site $3,195,261 $7,886,013 $4,040,333 $1,148,899 $16,270,506 -1- Phase 3 30 Unit Site $0 $3,908,493 $1,494,131 $507,551 $5,910,175 Total $5,078,418 $13,746,235 $6,122,616 $1,656,450 $26,603,720 Phase 1 20 Unit Site Sources of Funds Phase 2 60 Unit Site Phase 3 30 Unit Site Total Construction • Construction loan- SO $9,756,531 $4,660,458 $14,416,989 Tax Credit Equity $0 $1,000,000 $377,991 $1,377,991 Deferred Developer Fee $200,000 $0 $0 $200,000 Agency Loan $4,223,039 $3,135,294 $0 $7,358,333 County HOME Loan SO $900,000 $675,000 -$1,575,000 Total Sources of Funds $4,423,039 $14,791,825 $5,713,449 $24,928,313 Permanent Permanent Loan $0 $2,187;309 $300,000 $2,487,309 Tax Credit Equity - $0 $8;927,729 $4;500,037 $13,427,766 Deferred Developer Fee : $200,000 $300,000: -$0 $500,000 Agency. Loan • $4,223,039 $3,855,468 $360,088 $8,438,595 County HOME Loan SO $1;000,000 $750,000 $1,750,000 Total Source of Funds $4,423,039 $16,270;506 $5,910,175 •$26,603;720 b. Clause 3 of Section 7:2.2 is hereby deleted from the OPA and is hereby replaced with the following revised clause 3: Provided that written permanent loan commitments from Qualified Lenders containing commercially reasonable closing conditions are in effect to all permanent financing (other than the Agency Loan) that will be needed for the Development, as shown by written lending commitmentsdelivered to the Agency and reasonable estoppel certificates from the permanent lender if required by the Executive Director, and allocations of tax credits and commitments of tax credit equity required for the Development have been obtained; then $720,174 of the $1,080,262 permanent financing from the Agency shall be disbursed upon Completion of Phase 2 of the Development and the remaining $360,088 of the permanent financing from the Agency shall be disbursed upon Completion of Phase 3 of the Development, in each case for application to construction financing for the applicable phase. 2. General Provisions: a. Entire Agreement. This Amendment constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof. This Amendment may not be modified, amended, supplemented, or otherwise changed, except by a writing executed by both parties hereto. -2- 11087-0001 \1341655v 1.doc b. Waiver. No failure or delay by any party in the exercise of any right hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or any other right. - c. Counterparts. This Amendment may be executed in two or more counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. d. Governing Law. This Amendment shall be deemed -to be a contract made -under the laws of the. State of California and for all purposesshall be governed by and construed in accordance with the laws of the State of California. e. Attorneys' Fees and Costs. If a dispute arises under or in connection with this Amendment (including, without limitation, the enforcement or interpretation of this -Amendment), the prevailing party (as. determined by:the trier of fact)_ shall be entitled to recover its reasonable. attorneys' fees and costs from the other party. t. Executive Director Authority. The Executive Director is authorized to enter into - this Amendment on behalf of the Agency pursuant to Sections 3.2 and 9.10 of the • OPA. This Ainendment_modifies certain details of the Agency Loan but does not increase the aggregate amount of the Agency Loan: -3- 11087-0001 \1341655v I.doc IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. . SUMMERHOUSE HOUSING ASSOCIATES; L.P., a Califomia limited partnership By: BRIDGE SC, LLC General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Print Name: Title: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public bo co rate and politic By: Shawn D. Nelson, Executive Director etary Richards, Wats. Gershon, a profes, al co + ration By: Peter Thorson, Agency Counsel -4- 11087-0028 \ 1341508 v l .doc IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the day and year first above written. ATTEST: Susan Jones, CMC City Clerk/Agency Secretary Richards, Watson & Gershon, a professional corporation By: Peter Thorson, Agency Counsel 11087-0028 \ 1341508v I .doc SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole . member/manager By: Print Name:%NM I,/ Title: lPek11— REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: -4- Shawn D. Nelson, Executive Director THIRD AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT THIS THIRD AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT (the "Amendment") is dated as of March 10, 2011 and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Agency") and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). RECITALS A. Agency and Developer entered into an Owner Participation Agreement dated as of September 22, 2009, a First Amendment to Owner Participation and Loan Agreement dated July 22, 2010, and a Second Amendment to Owner Participation and Loan Agreement dated October 12, 2010 (the "OPA") which provided for, among other things, a loan by Agency to Developer. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the OPA. B. Developer and Agency desire to further modify the OPA as hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the adequacy of which is hereby acknowledged, Agency and Developer hereby agree as follows: 1. OPA Modification. a. The definition of " 90 Unit Site" in Section 1.1.37 is hereby deleted from the OPA and is hereby replaced with the following definition of "60 Unit Site": 60 Unit Site shall mean the portion of the Site to be developed by the Developer pursuant to this Agreement and which is described as the "60 Unit Site" on the Site Map attached hereto as Attachment No. 2. Each reference in the OPA to the "90 Unit Site" is hereby deleted and hereby replaced in the OPA with the words "60 Unit Site and 30 Unit Site". b. A new definition of "30 Unit Site" is hereby added as a new Section 1.1.58, as follows: 30 Unit Site shall mean the portion of the Site to be developed by the Developer pursuant to this Agreement and which is described as the "30 Unit Site" on the Site Map attached hereto as Attachment No. 2. c. The first sentence of Section 6.1.1 of the OPA is hereby deleted and hereby replaced with the following sentence: Developer shall develop on the 20 Unit Site twenty (20) units of housing for Low Income Households, and Developer shall develop on the 60 Unit Site and 30 Unit Site ninety (90) units of housing for Moderate Income Households and Very Low -1- 14412251955784.1 09 -1.01 Income households (including twenty (20) units for Senior HousehoIds), in accordance with the Scope of Development, and the City's land use entitlement for the Site. d. The Financing Scenario in Section 7.1.1 of the OPA is hereby deleted and the following Financing Scenario is hereby substituted in lieu thereof. The Agency acknowledges that the 20 Unit Site and the 60 Unit Site are combined into one project for purposes of low income housing tax credit financing and that the total amount of $7,358,294 in Agency Loan funding is allocated to this consolidated project located on the 20 Unit Site and the 60 Unit Site. Uses of Funds Phase I 20 Unit Site Acquisition Cost $1,883,157 Direct Costs $1.951,730 Indirect Costs $588,152 Financing Costs $0 Total Uses of Funds $4,423,039 Sources of Funds Construction Construction loan Tax Credit Equity Deferred Developer Fee Agency Loan County HOME Loan Total Sources of Funds Permanent Permanent Loan Tax Credit Equity Deferred Developer Fee Agency Loan County HOME Loan Total Source of Funds Phase 2 60 Unit Site $3,195,261 $7,886,013 $4,040,333 $1,148,899 $16.270,506 Phase 3 30 Unit Site Total $0 $5,078,418 $3,908,493 $13,746,235 $1,494,131 $6,122,616 $507,551 $1,656,450 $5,910,175 $26,603,720 $0 $9,756,531 $4,660,458 $14,416,989 $0 $I,000,000 $377,991 $1,377,991 $200,000 $0 $0 $200,000 $4,223,039 $3,135,294 $0 $7,358,333 $0 $900,000 $675,000 $1,575,000 $4,423,039 $14,791,825 $5,713,449 $24,928,313 $0 $2,650,000 $300,000 $2,950,000 $0 $9,185,212 $3,779,913 $12,965,125 $200,000 $300,000 $0 $500,000 $4,223,039 $3,135,294 $1,080,262 $8,438,595 $0 $I,000,000 $750,000 $1,750.000 $4,423,039 $16,270,506 $5,910,175 $26,603,720 e. Attachment No. 2 (Site Map—Showing Phases) is hereby deleted from the OPA and the new Attachment No. 2 attached to this Agreement is hereby substituted in lieu thereof. -2- 144\225\955784.1 f. Attachment No. 3 (Schedule of Performance) is hereby deleted from the OPA and the new Attachment No. 3 attached to this Agreement is hereby substituted in lieu thereof. g. Attachment No. 4 (Scope of Development) is hereby deleted from the OPA and the new Attachment No. 4 attached to this Agreement is hereby substituted in lieu thereof. h. Attachment No. 9 (Project Budgets is hereby deleted from the OPA and the new Attachment No. 9 $attached to this Agreement is hereby substituted in lieu thereof. i. Section 7.2.1 of the OPA is hereby revised to change the amount of the construction loan from $2,247,621 to $2,358,333 and to change the amount of the permanent loan from $1,190,974 to $1,080,262. Clause 2 of Section 7.2.2 is hereby deleted from the OPA and is hereby replaced with the following revised clause 2: "Up to $2,358,333 shall be disbursed from time to time subject to normal and customary construction loan disbursement conditions, including without limitation, delivery of a loan request, retention of 10% of each payment until completion, delivery of copies of applicable invoices and appropriate mechanics lien releases (unconditional for the previous month's disbursements, and conditional for the current costs to be paid with loan proceeds) to pay for construction costs of the Development on Phase 1 (the 20 Unit Site)." Clause 3 of Section 7.2.2 is hereby deleted from the OPA and is hereby replaced with the following revised clause 3: Provided that written permanent loan commitments from Qualified Lenders containing commercially reasonable closing conditions are in effect to all permanent financing (other than the Agency Loan) that will be needed for the Development, as shown by written lending commitments delivered to the Agency and reasonable estoppel certificates from the permanent lender if required by the Executive Director, and allocations of tax credits and commitments of tax credit equity required for the Development have been obtained, then an additional $1,080,262 upon Completion of Phase 3 of the Development, as permanent financing for the Development (for application to construction financing). 1. Subsection (D) of Clause 2 of Section 7.2.3 (b) of the OPA is hereby deleted from the OPA and is hereby replaced with the following revised Subsection (D): -3- 144\225\955784.1 (D) deferred development fees of $200,000 (without interest) for the 20 Unit Site, and $300,000 (without interest) for the 60 -Unit Site" m. Section 6.2.1 is hereby deleted from the OPA and is hereby replaced with the following new Section 6.2.1: The affordability mix for the three phases shall be as follows (and the Regulatory Agreement and Notice of Affordability Restrictions shall be revised accordingly, re -executed and acknowledged, and recorded promptly after the execution of this Amendment and will supersede the existing recorded Regulatory Agreement and Notice of Affordability Restrictions): Affordability Level Unit Type Phase 1 20 -Unit Site Phase 2 60 -Unit Site (40 family units, 20 senior units) Phase 3 30 -Unit Site TOTALS Very -low Income (<50% AMI) 1BR 0 15 2 17 2BR 0 2 11 13 3BR 0 2 2 4 Total 0 19 15 34 Low income (<80% AMI) 1BR 0 0 0 0 2BR 10 0 0 10 3BR 10 0 0 10 Total 20 0 0 20 Moderate-in00me <120% AMI) 1BR 0 7 0 7 2BR 0 18 5 23 3BR 0 16 10 26 Total 0 41 15 56 OVERALL TOTALS 20 60 30 110 n. The legal description of the Site (or "Project Site") shall be as follows: Parcels 1 and 2 of Parcel Maps 36219, recorded in book 231 pages 58-60 of parcel maps, records of Riverside County, California. 2. General Provisions. a. Entire Agreement. This Amendment constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof. This -4- 144\225\955784.1 Amendment may not be modified, amended, supplemented, or otherwise changed, except by a writing executed by both parties hereto. b. Waiver. No failure or delay by any party in the exercise of any right hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or any other right. c. Counterparts. This Amendment may be executed in two or more counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. d. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of the State of California. e. Attorneys' Fees and Costs. If a dispute arises under or in connection with this Amendment (including, without limitation, the enforcement or interpretation of this Amendment), the prevailing party (as determined by the trier of fact) shall be entitled to recover its reasonable attorneys' fees and costs from the other party. f. Executive Director Authority. The Executive Director is authorized to enter into this Third Amendment on behalf of the Agency pursuant to Sections 3.2 and 9.10 of the OPA. This Third Amendment modifies the location of the units available to Moderate Income Households and Senior Households described in the OPA and related agreements and the provisions of the Agency Loan relating to the modified locations but does not increase the aggregate amount of the Agency Loan. This Third Amendment also makes other non -substantial changes to the OPA and related agreements to implement the obligations of the Developer IN WITNESS WHEREOF, the Parties have entered into this Third Amendment as of the day and year first above written. SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC General Partner -5- 144\225\955784.1 By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Print Name: V IAA Title: i• REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public b._., orporayei and politic By: Shawn D. Nelson, Executive Director Richards, Watson & Gershon, a professional corporation By: Pat 14ersan, 6 v J c c Agency Counsel -6- 144\225\955784.1 ATTACHMENT NO. 2 (Diagram[s] Attached.) 144\225\955784.1 SITE SUMMARY. .a.o..a.maa.a ..Fw P.a1..a... .C.""',.......1..ua..vtol .ims.nirm aae OM. .ucu.w.:...,r+.a ▪ bb01••..f.'.nSr.1•11.i.ow .Cil .d-Ya.tli;b ....i s• -..n a^iS[..P a.. .. .0 ...bni. MU.. arawaawoe rttarn.ata wr.s.r .i...a,...w..i.u. .ac.o..s am... MEW. w..iaa.... Cue* u.0 .....I... .n. W 78•14,1'n" _'r. .rax sP•ns..+. _ n••. t .prb. can II ! S ES La ES iva MCC 1•C rai WM en+ rm.� 1¢m�T ,../,PaMala.fa .• ar. o. a n ...n ma aco. .w. . .......1.....017... illas * FA n SCOnoc.boinbabg. b2 run.l.ur.: waar+r.r PROJECT St11111NtY PHASE 21 a,nu.a.a aoa . m i.auac UNIT PLAN S &&wARY• : 1 1 gEwMPA•91K.66.1.1m— limp., AiresQmiuLLAN... 11101P1M, -11 V4se3 3o-Wair RASE 1: 2.0- I4—S 11-V 5 we — —47rLis—r•-• g • gal Rt • MUNI* STREET - • -43 11 4.4.410-0. -fl11!lly 0.1.111. MO. STP4TV._ Air PHASE gni 'irff 11.10 0 -RP •••• frE SIN10.1.0; .11.115/nn...1•1M 4.10136 MM..* K4 P30.1 ••• • 14 .3.61 cumin. amombl 1.111•••••••••$.1..• I•4 ONO—. 40.— ••••• • earn...p.m% 131•1•14•2.10• •46.06. .11.••••• 011, •.,••••••14 /MOW Inc •• mow,: 11i/./ .4.64.R4 OW V •••n • 1.1214.11 AYR& 16110.11110.3111 RIXIS/1411•31. •.11 16106.4.3..61611.0 11.1 TM/ .11:11•46•6 .11 FRO.. W. LI FiwN3.0 Mo. 1•641t, •••••10.116.6. W▪ m▪ . ••• PROJECT AMWAY (PHASE 4 •••••• • MC 41111.6366.1 0.1111.11Mt el - Mint .11131•C miesure. i-4 1i4hjj 171m -Ayr P`tilffillillnitifid I I - .11971 1111.. ,w=1••••••• Almommg• , lig • A km UNIT RAN &WART' 1111.1011 ALW•I W 10.1111.111W1 ILO:UMW% • 1113•1•4•6•11 • *▪ WI UW • UV I ••• I MII1 16•4•2 36 ___I•K•••• M▪ IA aft .1. •••• WU. 111166.1. ;WM a.......1.11 IN. 1.1 11M4••• •••• • • .11. .... . al• Ve 4 4 mir, . 1 •• ,• 4 66 • 111/1 11 1.4 PARNitea MAILARY: MAW W It ..111WWWWL1 011. 400. 10.P.1414.01. ...61s11.0 ••••••••••1111WWW••• DARTOLO ROAD 13AsE 2: Riarr-Srre • Ai -r e -A -PACK -7 14 0 . 2. 1 r.i-of 2- Sre Rag — likAsivAq BRIDGE Houshg II••••••••CII WIIII•X10.0. ••••••011. 0 z LU 3 Anlaill•• • 1•••••• 17921191th Int*, CA Sr0514 31115.213.1 0•4111•1••••• CONCEPT. SE PLAN SP.1 ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE ACTIONS 20 Unit Site Close of Escrow. [Section 4.6.4] Commence and thereafter diligently prosecute clean-up, maintenance, and landscape restoration on 20 Unit Site Approval of Management Plan Obtain all permits and approvals for construction of the Improvements for the 20 Unit Site Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit for the 20 Unit Site Commencement of Construction on partially completed 6 unit building and rec center on 20 Unit Site. [Section 5.1] Completion of Construction on 20 Unit Site. Issuance - Certificate of Completion. Agency shall issue Developer a Certificate of Completion. [Section 5.14] 144\225\955784.1 DEADLINE September 29, 2009 September 29, 2009 January 1, 2010 August 1, 2010 August 1, 2010 August 1, 2010 February 1, 2011 Not later than 10 days after Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. ACTIONS 60 Unit Site Close of Escrow. [Section 4.6.4] Approval of Management Plan Obtain all permits and approvals for construction of the Improvements Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit Obtain all debt and equity financing for the construction of the Improvements on 60 Unit Site Commencement of Construction. Developer shall commence construction of the Improvements. [Section 5.1] Completion of Construction. Developer shall complete construction of the Improvements. Issuance - Certificate of Completion. Agency shall issue Developer a Certificate of Completion. [Section 5.14] Closing of any permanent loan(s) needed for the 60 Unit Site DEADLINE September 29, 2009 December 1, 2011 April 1, 2012 April 1, 2012 April 1, 2012 April 1, 2012 15 months after commencement of construction. Not later than 10 days after Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. 21 months after commencement of construction. Entire Site 1. On or before the date that is one hundred and twenty (120) days after the Close of Escrow, Developer must obtain and deliver to the City new subdivision improvement bonds for the Site and Development. 2. On or before the date that is one hundred and twenty (120) days after the Close of Escrow, Developer shall subdivide the Site into the 20 Unit Site and one or more additional parcels. 144\2251955784.1 ACTIONS 30 Unit Site Close of Escrow. [Section 4.6.4] Approval of Management Plan Obtain all permits and approvals for construction of the Improvements Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit Obtain all debt and equity financing for the construction of the Improvements on 30 Unit Site Commencement of Construction. Developer shall commence construction of the Improvements. [Section 5.1] Completion of Construction. Developer shall complete construction of the Improvements. Issuance - Certificate of Completion. Agency shall issue Developer a Certificate of Completion. [Section 5.14] Closing of any permanent loan(s) needed for the 30 Unit Site 144\225\955784.1 DEADLINE September 29, 2009 December 1, 2013 April 1, 2014 April 1, 2014 April 1, 2014 April 1, 2014 15 months after commencement of construction. Not later than 10 days after Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. 21 months after commencement of construction. ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT Construction of 110 multi -family affordable rental units (to be managed initially by BRIDGE Property Management Company). 20 Unit Site The Improvements on the 20 Unit Site will consist of 20 multi -family affordable housing units, including three residential buildings previously entitled and partially constructed for a senior condominium community. The Developer will complete the construction of these three buildings as well as a 1,622 square foot community center with a swimming pool. The residential buildings are two stories consisting of five different unit types ranging in size from 1,500 to 2,300 square feet. The Improvements on the 20 Unit Site will include 26 garage parking spaces and 5 guest spaces (31 total). 60 Unit Site The Improvements on the 60 Unit Site includes six residential buildings, a management and maintenance office, and recreation facilities including a swimming pool, community room, green space, and outdoor play areas for children. The residential buildings will be two stories consisting of five unit types designed to meet the needs of various families. The units range from 690 square feet to 1,117 square feet in size and offer one, two and three bedroom floor plans. The project will have 60 private garages parking spaces, 20 tandem/driveway spaces and 81 open spaces (including handicapped spaces) (total 161) for residents, management employees, and guests. Each unit will have an assigned garage as well as one open parking space available. 30 Unit Site The Improvements on the 30 Unit Site includes three residential buildings. The 30 -unit site will share the 60 -unit site's management and maintenance office, recreation facilities including a swimming pool, community room, green space, and outdoor play areas for children. The residential buildings will be two stories consisting of five unit types designed to meet the needs of various families. The units range from 690 square feet to 1,117 square feet in size and offer one, two and three bedroom floor plans. 144\225\955784.1 I. Direct Costs Off Site Improvements On -Sites / Landscaping Shell Construction Contingency Total Direct Costs II. Indirect Costs Architecture and Engineering Permits and Fees Legal and Accounting Taxes and Insurance Developer Fee Marketing / Lease Up Appraisal / Market Study Temporary Security Contingency Total Indirect Costs III. Financing Costs Loan Fees Interest During Construction Interest During Lease -Up Title/Recording/Escrow TCAC Fees / Audit / Cost Cer Syndication Fees Operating Lease Up /Reserve: Total Financing Costs IV Total Development Costs Excluding Land V. Acquisition Costs Land Acquisition Costs Land Related Costs Total Acquisition Costs Total Development Costs 144\225\955784.1 ATTACHMENT NO. 9 PROJECT/LOAN BUDGETS Phase 1 20 Unit Site $0 $244,456 $1,707,274 $0 $1,951,730 Phase 2 60 Unit Site $0 $1,072,000 $6,163,880 $650,133 87,886,013 $71,000 $828,400 $ 120,712 $1,386,938 $16,405 $70,566 $35,035 $266,828 $200,000 $1, 100,000 $45,000 $215,000 $0 $30,000 $ 100,000 $0 $0 $142,601 $588,152 $4,040,333 Phase 3 30 Unit Site $0 $350,000 $3,285,807 $272,686 $3,908,493 Total Total Per Unit $0 $0 $1,666,456 $15,150 $11,156,961 $ 101,427 $922,818 $8,389 $13,746,235 $124,966 $305,000 $1,204,400 $10,949 $679,323 $2,186,973 $19,882 $25,000 $ 111,971 $1,018 $55,067 $356,930 $3,245 $300,000 $1,600,000 $14,545 $50,000 $310,000 $2,818 $22,500 $52,500 $477 $0 $100,000 $909 $57,241 $199,842 $1,817 $1,494,131 $6,122,616 $55,660 $0 $169,829 $93,302 $263,131 $2,392 $0 $268,305 $85,442 $353,746 $3,216 $0 $178,870 $64,081 $242,951 $2,209 $0 $35,000 $30,000 $65,000 $591 $0 $ 100,000 $71,500 $171,500 $1,559 $0 $65,000 $65,000 $130,000 $1,182 $0 $331,896 $98,225 $430,122 $3,910 $0 $1,148,899 $507,551 $1,656,450 $15,059 $2,539,882 $1,805,882 $77,275 $1,883,157 $4,423,039 $ 13,075,245 $5,910,175 $21,525,302 $195,685 $2,944,118 $0 $4,750,000 $43,182 $251,143 $0 $328,418 $2,986 $3,195,261 $0 $5,078,418 $46,167 $16,270,506 $5,910,175 $26,603,720 $241,852 SECOND AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT THIS SECOND AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT (the "Amendment") is dated as of October 13, 2010 and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Agency") and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). RECITALS A. Agency and Developer entered into an Owner Participation Agreement dated as of September 22, 2009 and a First Amendment to Owner Participation and Loan Agreement dated July 22, 2010 (including all exhibits thereto, the "OPA") which provided for, among other things, a loan by Agency to Developer. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the OPA. B. Developer and Agency desire to further modify the OPA as hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the adequacy of which is hereby acknowledged, Agency and Developer hereby agree as follows: 1. OPA Modification. a. The Financing Scenario in Section 7.1.1 of the OPA is hereby deleted and the following Financing Scenario is hereby substituted in lieu thereof: Uses of Funds Acquisition Cost Direct Costs Indirect Costs Financing Costs Total Uses of Funds Sources of Funds Construction Construction loan Tax Credit Equity GP Equity Deferred Developer Fee Accrued Interest on Agency Loan Agency Loan ($5,000,000 for land acquisition; $2,358,333 for construction costs of 20 Unit Project) Total Sources of Funds `1- 1 1 087-0028\ 1 278867v 1. doc 20 Unit Project $1,883,157 $1,936,331 $603,551 $0 $4,423,039 90 Unit Project Total $3,195,261 $5,078,418 $10,871,015 $12,807,346 $5,053,095 $5,656,646 $1,854,771 $1,854,771 $20,974,142 $25,397,182 $0 $15,627,581 $15,627,581 $0 $100,000 $100,000 $0 $0 $0 $200,000 $0 $200,000 $0 $150,882 $150,882 $4,223,039 $3,135,294 $7,358,333 $4,423,039 $19,013,757 $23,436,796 Permanent Permanent Loan $0 $2,727,715 $2,727,715 Tax Credit Equity $0 $13,579,990 $13,579,990 GP Equity $0 $0 $0 Deferred Developer Fee $200,000 $300,000 $500,000 Accrued Interest on Agency Loan $0 $150,882 $150,882 Agency Loan ($1,080,262 to be disbursed upon $4,223,039 $4,215,556 $8,438,595 completion of the Development to repay Construction Loan) Total Source of Funds $4,423,039 $20,974,143 $25,397,182 b. Attachment No. 9 is hereby deleted from the OPA and the new Attachment No. 9 attached to this Agreement is hereby substituted in lieu thereof. c. Clause 2 of Section 7.2.2 is hereby deleted from the OPA and is hereby replaced with the following revised clause 2: "Up to $2,358,333 shall be disbursed from time to time subject to normal and customary construction loan disbursement conditions, including without limitation, delivery of a loan request, retention of 10% of each payment until completion, delivery of copies of applicable invoices and appropriate mechanics lien releases (unconditional for the previous month's disbursements, and conditional for the current costs to be paid with loan proceeds) to pay for construction costs of the Development on the 20 Unit Site." d. Clause 3 of Section 7.2.2 is hereby deleted from the OPA and is hereby replaced with the following revised clause 3: Provided that written permanent loan commitments from Qualified Lenders containing commercially reasonable closing conditions are in effect to all permanent financing (other than the Agency Loan) that will be needed for the Development, as shown by written lending commitments delivered to the Agency and reasonable estoppel certificates from the permanent lender if required by the Executive Director, and allocations of tax credits and commitments of tax credit equity required for the Development have been obtained, then an additional $1,080,262 upon Completion of the Development, as permanent financing for the Development (for application to construction financing). 2. General Provisions. a. Entire Agreement. This Amendment constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior agreements and -2- 11087-0028U 278867v I.doc understandings of the parties with respect to the subject matter hereof. This Amendment may not be modified, amended, supplemented, or otherwise changed, except by a writing executed by both parties hereto. b. Waiver. No failure or delay by any party in the exercise of any right hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or any other right. c. Counterparts. This Amendment may be executed in two or more counterparts and by different parties hereto on separate counterparts, each of which when so executed and -delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. d. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of the State of California. e. Attorneys' Fees and Costs. If a dispute arises under or in connection with this Amendment (including, without limitation, the enforcement or interpretation of this Amendment), the prevailing party (as determined by the trier of fact) shall be entitled to recover its reasonable attorneys' fees and costs from the other party. -3- 11087.0028\I278867v1.doc IN WITNESS WHEREOF, the Parties have entered into this agreement as of the day and year first above written. Richards, Watson & Gershon, a professio; , orporat By: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: �JPrint ame: Rhe.:llli Title: 'fi SIT nrj` REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body corporate and politic Shawn D. Nelson, Executive Director eter Thorson, Agency Counsel -4- 1 1 08 7-002 811 2 7 8 8 67v 1.doc L Direct Costs Off Site Improvements On -Sites / Landscaping Shell Construction Contingency Total Direct Costs II. Indirect Costs Architecture and Engineering Permits and Fees Legal and Accounting Taxes and Insurance Developer Fee Marketing / Lease Up Appraisal / Market Study Temporary Security Contingency Total Indirect Costs III. Financing Costs Loan Fees City Deferred Interest Interest During Construction Interest During Lease -Up Title/Recording/Escrow TCAC Fees / Audit / Cost Cer Syndication Fees Operating Lease Up /Reserves Total Financing Costs IV Total Development Costs Excluding Land V. Acquisition Costs Land Acquisition Costs Land Related Costs Total Acquisition Costs Total Development Costs 11087-()028\1278867v1.doc ATTACHMENT NO. 9 PROJECT/LOAN BUDGETS 20 Unit Project 90 Unit Project $0 $244,456 $1,617,544 $74,331 $1,936,331 $71,000 $120,712 $16,405 $50,434 $200,000 $45,000 $0 $85,000 $15,000 $603,551 Total Total Per Unit $0 $0 $898,737 $1,143,193 $9,147,143 $10,764,687 $825,135 $899,466 $10,871,015 $12,807,346 $819,500 $890,500 $1,876,966 $1,997,678 $65,566 $81,971 $208,241 $258,675 $1,400,000 $1,600,000 $300,000 $345,000 $30,000 $30,000 $0 $85,000 $352,822 $367,822 $5,053,095 $5,656,646 $0 $170,606 $170,606 $0 $150,882 $150,882 $0 $429,758 $429,758 $0 $429,758 $429,758 $0 $35,000 $35,000 $0 $112,493 $112,493 $0 $65,000 $65,000 $0 $461,273 $461,273 $0 $1,854,771 $1,854,771 $2,539,882 $17,778,882 $20,318,764 $1,805,882 $2,944,118 $4,750,000 $77,275 $251,143 $328,418 $1,883,157 $3,195,261 $5,078,418 $4,423,039 $20,974,142 $25,397,182 $0 $10,393 $97,861 $8,177 $116,430 $8,095 $18,161 $745 $2,352 $14,545 $3,136 $273 $773 $3,344 $51,424 $1,551 $1,372 $3,907 $3,907 $318 $1,023 $591 $4,193 $16,862 $184,716 $43,182 $2,986 $46,167 $230,883 FIRST AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT THIS FIRST AMENDMENT TO OWNER PARTICIPATION AND LOAN AGREEMENT (the "Amendment") is dated as of July 22, 2010 and is entered into by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Agency") and SUMMERHOUSE HOUSING ASSOCIATES. L.P., a California limited partnership ("Developer"). RECITALS A. Agency and Developer entered into an Owner Participation Agreement dated as of September 22, 2009 (including all exhibits thereto, the "OPA") which provided for, among other things, a loan by Agency to Developer. Capitalized terms used but riot defined in this Amendment shall have the meanings ascribed thereto in the OPA. B. Developer and Agency desire to modify the OPA as hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the adequacy of which is hereby acknowledged, Agency and Developer hereby agree as follows: 1. OPA Modifications. a. The Financing Scenario in Section 7.1.1 of the OPA is hereby deleted and the following Financing Scenario is hereby substituted in lieu thereof: Uses of Funds Acquisition Cost Direct Costs Indirect Costs Financing Costs Total Uses of Funds Sources of Funds Construction Construction loan Tax Credit Equity GP Equity Deferred Developer Fee Accrued Interest on Agency Loan Agency Loan Total Sources of Funds Permanent Permanent Loan Tax Credit Equity GP Equity Deferred Developer Fee Accrued Interest on Agency Loan Agency Loan Total Source of Funds 11087-0028\1246285v 1.doc 20 Unit Project 90 Unit Project Total $1,883,157 $3,195,261 $5,078,418 $1,936,331 $10,871,015 $12,807,346 $492,839 $5,163,807 $5,656,646 $0 $1,854,771 $1,854,771 $4,312,327 $21,084,854 $25,397,182 $0 $15,627,581 $15,627,581 $0 $100,000 $100,000 $0 $0 $0 $200,000 $0 $200,000 $0 $150,882 $150,882 $4,112,327 $3,135,294 $7,247,621 $4,312,327 $19,013,757 $23,326,084 $0 $2,727,715 $2,727,715 $0 $13,579,990 $13,579,990 $0 $0 $0 $200,000 $300,000 $500,000 $0 $150,882 $150,882 $4,112,327 $4,326,268 $8,438,595 $4,312,327 $21,084,855 $25,397,182 b. Attachment No. 9 is hereby deleted from the OPA and the new Attachment No. 9 attached to this Agreement is hereby substituted in lieu thereof. - 2. General Provisions. a. Entire Agreement. This Amendment constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior agreements and understandings of the parties with respect to the. subject matter hereof. This Amendment may not be modified, amended, supplemented, or otherwise changed, except by a writing executed by both parties hereto. b. Waiver. No failure or delay by any party in the exercise of any right hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or any other right. c. Counterparts. This Amendment may be executed in two or more counterparts and by different .parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. d. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of the State of California. e. Attorneys' Fees and Costs. If a dispute arises under or in connection with this Amendment (including, without limitation, the enforcement or interpretation of this Amendment), the prevailing party (as determined by the trier of fact) shall be entitled to recover its reasonable attorneys' fees and costs from the other party._ IN WITNESS WHEREOF, the Parties have entered into this agreement as of the day and year first above written. SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC General Partner By: BRIDGE Housing Corporation — Southern California. a California nonprofit public benefit corporation, its sole member/manager Bv: Print Name: Tide: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic B �: /4T Y� • —�� APPROVED A 1 FORM: Richards, Watson & Gershon, a professional corporation By: Shawn Nelson, Executive Director Peter Thorson, Agency Counsel ATTACHMENT NO. 9 PROJECT/LOAN BUDGETS 20 Unit Project 90 Unit Project Total Total Per Unit I. Direct Costs Oft Site Improvements 50 50 50 50 On -Sites / Landscaping 5244,456 5898,737 51,143,193 $10,393 Shell Construction 51,617,544 59,147,143 510,764,687 597,861 Contingency 574,331 5825.135 $899,466 58,177 Total Direct Costs 51,936,331 $10,871,015 512,807,346 5116,430 II. Indirect Costs Architecture and Engineering 571.000 5819,500 5890,500 $8.095 Permits and Fees 510,000 51,987,678 51,997,678 518,161 Legal and Accounting 516,405 565,566 581,971 5745 Taxes and Insurance 550,434 5208,241 5258,675 52,352 Developer Fee 5200,000 51,400,000 51,600,000 514,545 Marketing / Lease Up 545,000 5300,000 5345.000 53,136 Appraisal /.Market Study 50 530,000 530,000 5273 Temporary Security 585,000 50 585,000 5773 Conlingency 515,000 5352,822 5367,822 53.344 Total Ind itect Cents 5492,839 55,163,807 55,656,646 551,424 M. Financing Costs Loan Pees $0 5170,606 5170,606 51,551 Ciiy Deterred Interest 50 5150,882 $150,882 $1,372 Interest During Construction 50 5429,758 $429,758 53,907 Interest During Lease -Up 50 5429,758 $429,758 53,907 Title/Recording/Escrow 50 535,000 $35,000 5318 TCAC Fees /Audit / Cost Cet 50 5112,493 $112,493 51,023 Syndication Fees 30 565,000 $65.000 5591 Operating Lease Up /Reserve: 50 $461,273 $461,273 54,193 Total Financing Costs 50 51,854,771 51,854,771 516,862 IV Total Development Costs Excluding Land 52,429,170 $ 17,889,594 520,318,764 5184,716 V. Acquisition Costs Land Acquisition Costs 51,805,882 52,944,118 $4,750,000 543,182 LandRelated Costs 577275 $251,143 5328,418 52,986 Total Acquisition Costs 51,883,157 53,195,261 $5,078,418 546,167 Total Development Costs 54,312,327 521.084,854 525,397,182 5230,883 11087-0028U 216285 v 1. dac OWNER PARTICIPATION AND LOAN AGREEMENT between TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a Califomia limited partnership 11087-000911174236v4.doc - 1 - TABLE OF CONTENTS PAGE(S) ARTICLE 1 DEFINITIONS 2 1.1 Definitions 2 ARTICLE 2 PURPOSE OF AGREEMENT; PARTIES; REPRESENTATIONS AND WARRANTIES 8 2.1 Purpose of the Agreement 8 2.2 Agency 8 2.3 Developer 9 2.4 Developer Representations 9 2.5 Prohibition Against Transfer 9 ARTICLE 3 SPECIAL PROVISIONS 11 3.1 Schedule of Performance 11 3.2 Delegation to Executive Director 12 3.3 Construction Contract 12 ARTICLE 4 CLOSING OF THE AGENCY LOAN 12 4.1 Conditions Precedent. 12 4.2 Condition of Title 13 4.3 Agency Title Insurance 13 4.4 Escrow 13 4.5 Relocation 15 ARTICLE 5 DEVELOPMENT OF THE SITE 16 5.1 Subdivision; Scope of Development 16 5.2 Cost of Construction 16 5.3 City and Other Governmental Permits 16 11087-0009\ I 174236v4.doe TABLE OF CONTENTS (CONT')) PAGE(S) 5.4 Zoning and Land Use Requirements; Environmental Review 17 5.5 Agency Rights of Access During Construction 17 5.6 Local, State and Federal Laws 18 5.7 Indemnification 18 5.8 Developer Insurance Requirements 19 5.9 Developer's Contractor's Construction Insurance Requirements 23 5.10 Non -Discrimination During Construction 27 5.11 Taxes, Assessments, Encumbrances and Liens 28 5.12 Security Financing, Rights of Holders 28 5.13 Certificate of Completion 29 ARTICLE 6 USES OF THE SITE 29 6.1 Uses 29 6.2 Affordable Housing .. 30 6.3 Management Plan 30 6.4 Maintenance of the Project Site and Improvements 32 6.5 Obligation to Refrain from Discrimination; Form of Non-discrimination Clauses 33 6.6 Prohibition Against Walk -Up Services 34 6.7 Agency Regulatory Agreement 34 6.8 Effect and Duration of Covenants 35 ARTICLE 7 AGENCY FINANCIAL ASSISTANCE 35 7.1 Method of Financing Development 35 7.2 Agency Loan 37 ARTICLE 8 EVENTS OF DEFAULT AND RIGHTS OF TERMINATION AND OTHER REMEDIES 40 8.1 Events of Defaults — General 40 8.2 Rights and Remedies are Cumulative 40 11087-000911174236v4.doc -]l- TABLE OF CONTENTS (CONT'D) PAGE(S) 8.3 Remedies 41 8.4 Institution of Legal Actions 41 8.5 Applicable Law and Attorneys' Fees 41 8.6 Acceptance of Service of Process 41 ARTICLE 9 GENERAL PROVISIONS 41 9.1 Notices, Demands and Communications Between the Parties 41 9.2 Nonliability of Officials, Officers, and Employees ..., 43 9.3 Enforced Delay; Extension of Times of Performance 43 9.4 Plans and Data 43 9.5 No Real Estate Commissions 44 9.6 Successors and Assigns 44 9.7 Relationship of the Parties 44 9.8 Text to Control; Interpretation 44 9.9 Severability 44 9.10 Approvals by Agency 45 9.11 Time of the Essence 45 9.12 Computation of Time 45 9.13 Calendar Days 45 9.14 Police Power 45 9.15 Estoppel Certificates . 46 9.16 Further Assurances 46 9.17 No Merger 46 9.18 Waivers and Amendments ... 47 9.19 Entire Agreement 47 9.20 Counterpart Originals 47 1 1 087-000911174236v4.doc -i i OWNER PARTICIPATION AND LOAN AGREEMENT THIS OWNER PARTICIPATION AND LOAN AGREEMENT ("Agreement") is dated as of September 22, 2009, and is entered into by and between the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). ARTICLE 1 DEFINITIONS 1.1 Definitions As used hereinafter in this Agreement, including the attachments hereto, the following terms shall have the following respective meanings: 1.1.1 Affordable Rent shall have the meaning set forth in California Health and Safety Code Section 50053(b) and Title 25 of the California Code of Regulations Section 6922. 1.1.2 Agency shall have the meaning set forth in Section 2.2. 1.1.3 Agency Loans shall mean the loans described in Section 7.2 of this Agreement. 1.1.4 Agency Note shall mean the promissory note in favor of Agency evidencing the Agency Loans, in the forms attached hereto as Attachment No. 7. 1.1.5 Agency Regulatory Agreement shall mean the regulatory agreements in the forms attached hereto as Attachment No. 6. 1.1.6 Agency Representatives/City Representatives shall mean and include all of the respective predecessors, successors, assigns, agents, officials, employees, members, independent contractors, affiliates, principals, officers, directors, attorneys, accountants, representatives, staff, council members, board members, and planning commissioners of Agency or City, as the case may be, and of each of them. 1.1.7 Agency Trust Deed shall mean a deed of trust in favor of Agency encumbering the Site and securing the Agency Loan, which shall be based on the form of deed of trust attached hereto as Attachment No. 8. 1.1.8 Approved Title Exceptions shall have the meaning set forth in Section 4.2.2. 1.1.9 Agency Title Policy shall have the meanings set forth in Section 4.3. 1.1.10 Area -wide Median Income shall mean the median family income (adjusted for family size) for the Riverside County area as annually published by the United States Department of Housing and Urban Development ("HUD") pursuant to Section 8 of the United States Housing Act of 1937, as amended, as provided in Title 25 of the California Regulations 11087-0009U 174236v4.doc -2- Section 6932. If HUD ceases annually to publish median incomes, the Parties will agree upon an adequate substitute manner for determining Area -wide Median Income. 1.1.1 1 California Community Redevelopment Law shall mean Division 24, Part 1 of the Health and Safety Code of the State of California, beginning at Section 33000. 1.1.12 Certificate of Completion shall mean the certificate issued by the Agency following completion of the Improvements pursuant to Section 5.15 hereof, in the form attached hereto as Attachment No. 5. 1.1.13 City shall mean the City of Temecula, California, a municipal corporation, organized and existing under the Laws of the State of California. I.1.14 Closing Date shall be no later than September 29, 2009, and shall mean the date on which the Agency Trust Deeds have been recorded pursuant to recording instructions delivered to Escrow by Agency Counsel. 1.1.15 Completion shall mean: (i) the issuance of a final Certificate of Occupancy by the City for the applicable Improvements; and (ii) the recordation of a Certificate of Completion executed by the Agency for the applicable Improvements. 1.1.16 Concept Design Drawings shall mean the drawings described in Section 5.2.1. 1.1.17 Construction Loan shall mean the Construction Loan for the Improvements to be constructed on the 90 Unit Site described in Section 7.1 to be made by a Qualified Lender. 1.1.18 Construction Loan Documents shall mean the documents evidencing the Construction Loan. 1.1.19 Control shall mean, for purposes of Section 2.5 of this Agreement, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation, partnership, joint venture, trust, or other association. For the purposes of this Agreement, the sole member or manager of a limited liability company has the ability to Control it, the managing general partner of a limited partnership has the ability to Control it, and a corporation a majority of whose board of directors is appointed by another entity has the ability to Control such entity. 1.1.20 Date of Agreement shall mean the date set forth in the introductory paragraph of this Agreement. 1.1.21 Developer shall have the meaning set forth in Section 2.3. 1.1.22 Development shall mean the construction of the Improvements, and operation of affordable housing project on the Site in accordance with the Scope of Development attached hereto as Attachment No. 4. 11087-0009\1174236v4.doc -3- 1.1.23 Development Plan shall mean and include such preliminary construction drawings and specifications, grading plans, landscape plans, site development plans, plot plans, architectural renderings and elevations, material specifications, parking plans, and other plans and documents as are required to be submitted to the City for the Development. 1.1.24 Environmental Condition means any Hazardous Substance that exists prior to or after the Closing Date, with respect to the air, land, soil, surface, subsurface strata, surface water, ground water, storm water or sediments, on under or above the Project Site. 1.1.25 Environmental Laws shall mean all federal, state and local Laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene Laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Project Site), occupational or Environmental Conditions on, under, or about the Project Site, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS § 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS § 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS § 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS § 2601 et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS § 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS § 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS § 6901 et seq.]; the Clean Air Act [42 USCS § 7401 et seq.]; the Safe Drinking Water Act [42 USCS §§ 300f et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USCS § 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS § 11001 et seq.]; the Occupational Safety and Health Act [29 USCS § 655 and 657]; the California Underground Storage of Hazardous Substances Act [H & S C § 25280 et seq.]; the California Hazardous Substances Account Act [H & S C § 25300 et seq.]; the California Hazardous Waste Control Act [H & S C § 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C § 24249.5 et seq.]; the Porter -Cologne Water Quality Act [Wat C § 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local Law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene Laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Project Site), or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. 1.1.26 Environmental Liabilities and Obligations means any known or unknown claim, liability, obligation (including, without limitation, any obligation to monitor, test, sample, report to governmental authorities, Remediate or clean up, or any obligation under a permit or order), expense, contribution or indemnity obligation (whether under any Environmental Law or any other statute, common law or in equity), cost, Remediation Costs or any other damage, liability or loss (including without limitation, reasonable attorneys' and consultants' fees), fine or penalty, whether incurred by a Party hereto or claimed by any third party (including, without limitation, any governmental entity), arising out of or relating to any actual, alleged or threatened 11087-000911174236v4.doc -4- discharge, release, emission, spill or migration into the environment, or any such discharge, release, disposal, emission, spill, migration, or Remediation of any Hazardous Substance or any Environmental Condition. 1.1.27 Escrow shall have the meaning set forth in Section 4.4. 1.1.28 Escrow Agent shall have the meaning set forth in Section 4.4. 1.1.29 Exceptions shall mean all reservations, liens, encumbrances, qualifications, covenants, conditions, restrictions, leases, easements, rights of way, or other like matters affecting the Site, and all matters or states of fact reflected on or arising out of any tentative or final parcel map for the Site. 1.1.30 Executive Director shall mean the Executive Director of the Agency, or his or her designee. 1.1.31 Hazardous Substances shall include, without limitation, petroleum or refined petroleum products, flammable explosives, radioactive materials, asbestos, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, substances described in California Civil Code Section 2929.5(e)(2), as it now exists or as subsequently amended, those substances included within the definitions of hazardous substance, hazardous waste, hazardous material, toxic substance, solid waste, or pollutant or contaminant in any Environmental Law, pollutants, contaminants, hazardous wastes, toxic substances or related materials, but excluding any substance as typically used in residential development and operation. 1.1.32 Holder(s) shall mean the mortgagee of record of any mortgage, beneficiary of a deed of trust or other security interest, the lessor under a financing leaseback, or grantee under any form of financing conveyance on or affecting the Project Site or the Improvements or any portion of the Improvements, and any successor thereto or assignee thereof (including any purchaser at any foreclosure sale or by deed -in -lien of foreclosure). 1.1.33 Improvements shall mean and include all grading to be done on the 90 Unit Site or 20 Unit Site, as applicable, as more particularly described in the Scope of Development as well as all buildings, structures, fixtures, excavation, parking, landscaping, and other work, construction, rehabilitation, alterations and improvements of whatever character to be done by Developer on, around, under or over the applicable site pursuant to this Agreement or the permits and entitlements issued by the City, and all off-site improvements required by Law. 1.1.34 Law or Laws shall mean any applicable law, statute, code, rule, regulation, ordinance, writ, injunction, order, decree, ruling, court decision, condition of approval or authorization, permit, or other legally binding condition or requirement of any governmental authority (including but not limited to federal, state and local authorities) or quasi -governmental body having or exercising jurisdiction or control over Developer, Agency, or the Project Site, or any portion thereof. The term Law shall specifically include, but not be limited to, the Community Redevelopment Law of the State of California. 11087-000911174236v4.doc -5- 1.1.35 Losses and Liabilities shall mean and include all claims, demands, causes of action, liabilities, losses, damages, judgments, injuries, expenses (including, without limitation, attorneys' fees and costs incurred by the indemnified party for legal counsel reasonably acceptable to it) charges, penalties or costs of whatever character, nature and kind, whether to property or to person, and whether by direct or derivative action, known or unknown, suspected or unsuspected, latent or patent, existing or contingent. 1.1.36 Moderate Income Households, shall mean "persons and families of moderate income" as described in California Health & Safety Code Section 50093(b) and Title 25 of the California Code of Regulations Sections 6930 and 6932. 1.1.37 90 Unit Site shall mean the portion of the Site to be developed by Developer pursuant to this Agreement and which is described as the "90 Unit Site" on the Site Map attached hereto as Attachment No. 2. 1.1.38 Ownership Transfer/Transferee shall mean and include any voluntary or involuntary transfer, sale, assignment, lease, sublease, license, franchise, concession, operating agreement, gift, hypothecation, mortgage, pledge or encumbrance, or the like to any person or entity ("Transferee"), or any change in Control of Developer. 1.1.39 Payment Date shall mean the earlier of July 1, 2012 or the first July after the permanent financing for the Development has closed, and each anniversary thereof. 1.1.40 Party, Parties shall mean one or both of Agency and Developer, as applicable. 1.1.41 Permanent Loan shall mean a permanent loan from a Qualified Lender which is sufficient, together with the Agency Loan and other sources of financing, to provide permanent financing for the Development. 1.1.42 Person shall mean an individual, corporation, partnership, limited liability company, joint venture, association, firm, joint stock company, trust, unincorporated association or other entity. 1.1.43 Prevailing Wage shall have the meaning set forth in Section 1720 of the California Labor Code. Plan. 1.1.44 Project Area shall mean the Project Area described in the Redevelopment 1.1.45 Property shall mean the Project Site and the Improvements. 1.1.46 Qualified Lender shall mean a lender which is in the business of financing the size and type of development contemplated hereunder and which, in the reasonable opinion of Agency, has a sufficient net worth and liquidity position to meet the contemplated financing commitment. 11087-0009\11742364.doc -6- 1.1.47 Redevelopment Plan shall mean the Redevelopment Plan for Riverside County Redevelopment Project No. 1988-1, as transferred from the County of Riverside to the City of Temecula and the Agency. 1.1.48 Remediation and Remediate shall mean actions taken to correct or remediate any Environmental Condition, including but not limited to the removal and disposal of any Hazardous Substance, and to implement the terms of a remediation plan and any amendments thereof which sets forth the actions to be taken to effect any necessary remediation or removal of a single Environmental Condition or a group of related and reasonably proximate Environmental Conditions as necessary to bring a property into compliance with the Environmental Laws, or any agreement applicable to the Project Site, and, if appropriate, approved by any applicable governmental entity. 1.1.49 Remediation Costs means the amounts expended for Remediation or response to an Environmental Condition, and amounts expended to determine the extent of the Environmental Condition and to determine the appropriate means of Remediation or response, including any investigation, testing, sampling, monitoring or assessment expenses, attorney's or environmental professional's fees, and the costs of surveys, audits or analyses. "Remediation Costs" also includes the premium for environmental cost containment and environmental liability insurance, to the extent such insurance is obtained by Developer in form and with coverage limits acceptable to both Parties. 1.1.50 Schedule of Performance shall mean the Schedule of Performance attached hereto as Attachment No. 3 and incorporated herein by reference, setting out the dates and time periods by which certain obligations set forth in this Agreement must be met. 1.1.51 Scope of Development shall mean the Scope of Development attached hereto as Attachment No. 4 and incorporated by reference herein, which describes the Improvements to be constructed by Developer pursuant to the terms and conditions of this Agreement. 1.1.52 Senior Households shall mean households consisting of persons at least 62 years of age or older, subject to applicable law, including the Fair Housing Act (42 U.S.C. Section 3601, et. seq.) and 24 Code of Federal Regulations Section 100.204, the California Fair Employment and Housing act (California Government Code Section 12900 et. seq.) and the Unruh Civil Rights Act (California Civil Code Section 51 et. seq.). 1.1.53 Site shall mean the entirety of the land and improvements legally described in Attachment No. 1 hereto and depicted on the "Site Map" which is attached hereto as Attachment No. 2, which is comprised of the 20 Unit Site and the 90 Unit Site. 1.1.54 Title Company shall mean First American Title Insurance Company, 135 Main Street, Suite 1200, San Francisco, CA 94105, Attention: Ms. Heather Kucala. 1.1.55 Title Exceptions shall mean exceptions 1, 4-8 and 12-25 in the preliminary report issued by First American Title Insurance Company dated July 21, 2009 (Order No. NCS- 387174-SA1). 11087-0009 \ 1174236v4.doc -7- 1.1.56 20 Unit Site shall mean the portion of the Site described as the "20 Unit Site" on the Site Map attached hereto as Attachment No. 2. 1.1.57 Very Low Income Households shall have the meaning set forth in California Health & Safety Code Section 50093 and 50105 and Title 25 of the California Code of Regulations Section 6926 and 6932. ARTICLE 2 PURPOSE OF AGREEMENT; PARTIES; REPRESENTATIONS AND WARRANTIES 2.1 Purpose of the Agreement The purpose of this Agreement is to cause the development of housing on the Project Site that will be affordable to Very Low Income Households for at least 55 years after it is completed. Pursuant to this Agreement, Developer will cause the completion of one hundred and ten (110) residential units, fifty six (56) of which shall be restricted to use, occupancy, and rental to Moderate Income Households at Affordable Rents, and fifty four (54) of which shall be restricted to use, occupancy and rental to Very Low Income Households at Affordable Rents, as set forth in the Regulatory Agreement attached hereto as Attachment No. 6. Twenty (20) of the units will be restricted for Senior Households, as set forth in the Regulatory Agreement; however, the Agency and Developer shall continue to negotiate in good faith for a period of one hundred twettty (120) days after the date of this Agreement with respect to the locations of the Senior Household units and Moderate Income Units. Pursuant to, in accordance with, and upon satisfaction of the conditions of this Agreement, Agency will provide loans for the Development. The redevelopment of the Project Site pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety and welfare of its residents and in accord with the public purposes and provisions of applicable federal, state and local Laws, including the elimination of present blighting conditions in the Project Area, and the jurisdiction and powers of Agency as both a housing authority and a redevelopment agency. Although the Site is not within the Project Area, the redevelopment of the Project Site will materially benefit the Project Area. This Agreement is entered into for the purpose of developing the Site with housing at Affordable Rents in accordance with the Regulatory Agreements attached hereto as Attachment No. 6, and not for speculation in landholding. This Agreement is subject to the provisions of the Redevelopment Plan, which is on file at Agency's office and is incorporated herein by reference. 2.2 Agency Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing pursuant to Part 1.7 of Division 24 of the Health and Safety Code, Section 34100 el seq. of the State of California. The principal office of Agency is located at 43200 Business Park Drive, Temecula, California 92590. The term "Agency" includes any assignee or successor to Agency's rights, powers and responsibilities under this Agreement. 11087-000911174236v4.doc -8- 2.3 Developer Developer is Summerhouse Housing Associates, L.P., a California limited partnership, having its principal office at 345 Spear Street, Suite 700, San Francisco, CA 94105. The term "Developer" includes any nominee, assignee or successor to Developer's rights, powers and responsibilities hereunder that is expressly permitted under Section 2.5. All of the terms, covenants, and conditions of this Agreement shall be binding on such successors and assigns of Developer. 2.4 Developer Representations Developer, acknowledging that each provision in this Section 2.4 is material and is being relied upon by Agency, represents and warrants the following to Agency for the purpose of inducing Agency to enter into this Agreement and to consummate the transactions contemplated hereby, all of which shall be true as of the date hereof and as of the Disbursement of the Agency Loan pursuant to this Agreement: (a) Developer has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein, to consummate the transactions contemplated hereby, to take any steps or actions contemplated hereby, and to perform its obligations hereunder. (b) All requisite action has been taken by Developer and al] requisite consents have been obtained by Developer in connection with entering into this Agreement and the instruments and documents referenced herein, and the consummation of the transactions contemplated hereby. (c) To the best knowledge of Developer, the execution, delivery and performance by Developer of this Agreement will not violate any provision of Law, or any indenture, agreement or other instrument to which Developer is a party or by which Developer or any of its properties is bound. (d) This Agreement is, and all agreements, instruments and documents to be executed by Developer pursuant to this Agreement shall be, duly executed by and are, or shall be, valid and legally binding upon Developer and enforceable in accordance with their respective terms, and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms of any indenture, agreement or other instrument to which Developer is a party. 2.5 Prohibition Against Transfer 2.5.1 Developer represents that its undertakings pursuant to this Agreement are for the purpose of redevelopment of the Site with housing available at Affordable Rents to Moderate Income Households and Very Low Income Households, and not for speculation in land holding. Developer further recognizes that, in view of: (a) the importance of the redevelopment of the Site to the general welfare of the community; 11087-0009\I I 74236v4.doc -9- (b) the public assistance that has been made available by Law and by Agency for the purpose of making such redevelopment possible; and (c) the fact that a change in ownership or control of Developer or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or control of Developer or the degree thereof, is for practical purposes a transfer or disposition of the property then owned by Developer; (d) the qualifications and identity of Developer are of particular concern to Agency and the City. It is because of those qualifications and identity that Agency has entered into this Agreement with Developer. Consequently, no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Except where an Ownership Transfer is specifically permitted by this Agreement, Developer shall not assign all or any part of this Agreement or any interest in the Site without the prior written approval of Agency. 2.5.2 Prior to Completion, Developer shall not, except as permitted by this Agreement, effect any change in Control of Developer; assign or attempt to assign this Agreement or any rights herein; or make any total or partial sale, transfer, or conveyance of the whole or any part of the Site or the buildings or structures now existing or to be constructed thereon without prior written approval by Agency in its sole and absolute discretion; after Completion, any such changes, assignments, transfers or conveyances shall still require the written consent of the Agency, but such consent shall not be unreasonably withheld. Any such approval shall not constitute a release of Developer or its obligations hereunder. 2.5.3 This Section 2.5 shall not prevent or prohibit: (a) the granting of easements or permits to facilitate the development of the Site; (b) the granting of any security interest in the Site or any other financing arrangement for the purposes of securing funds to be used for financing the construction of the Improvements on the Site, as otherwise permitted by this Agreement; (c) the leasing of the residential units in accordance with this Agreement; (d) any transfer or change in Control of Developer, whereby the Ownership Transferee is an entity Controlled directly or indirectly by BRIDGE Housing Corporation (including, for example, a limited partnership in which Developer is the sole general partner); (e) any transfer or change in Control of Developer whereby a limited partner is admitted, removed, or withdrawn pursuant to Developer's limited partnership agreement; 11087-000911174236v4.doc -10- 1\ (f) any other transfer or change in Control of Developer allowed under Developer's limited partnership agreement, as amended, provided the limited partnership agreement shall have been approved in writing by the Executive Director; (g) interest in Developer; or (h) any change in personnel of Developer who have no ownership recordation of regulatory agreements and restrictive covenants required by governmental agencies which provide financial assistance to the Development. Transfers described under this Section 2.5.3 shall not require the consent of the Agency, but Developer shall notify the Agency of transfers described in subsections (d) — (0. 2.5.4 (a) Any proposed transferee of Developer, approved by Agency, shall have the qualifications and financial responsibility necessary and adequate, as may be reasonably determined by Agency, to fulfill the obligations undertaken in this Agreement by the transferor. (b) Any proposed transferee, by instrument in writing satisfactory to Agency and in form recordable among the land records of Riverside County, for itself and its successors and assigns, and for the benefit of Agency, shall expressly assume all of the obligations of Developer under this Agreement and shall agree to be subject to all the conditions and restriction's to which Developer is subject. All relevant instruments and other legal documents proposed to effect any such transfer shall be submitted to Agency, and if the transferee is approved by Agency, its approval shall be presented to Developer in writing. (c) The provisions of this subsection 2.5.4 shall not apply to any Transferee authorized by subsection 2.5.3. 2.5.5 lf, prior to the issuance of the Certificate of Completion, there is any Ownership Transfer of Developer not approved by Agency or otherwise permitted as set forth in this Agreement, Agency may take such action as Agency may deem appropriate to assure Agency that the Improvements will be completed, including without limiting the generality of the foregoing, terminating this Agreement and exercising any rights set forth in this Agreement; provided, however, that Agency shall not terminate this Agreement without first providing Developer written notice and opportunity to cure pursuant to the provisions of Section 8.1. In the absence of specific written agreement by Agency, no such sale, transfer, conveyance or assignment of the Site shall be deemed to relieve Developer from any obligations under this Agreement. ARTICLE 3 SPECIAL PROVISIONS 3.1 Schedule of Performance Subject to the provisions of Section 9.3 (Force Majeure), Developer and Agency shall perform their obligations hereunder within the times specified in the Schedule of Performance, or such reasonable extension of those dates as may be granted by each Party to the other in writing. The Schedule of Performance is subject to revision from time to time as and if mutually agreed upon in writing between Developer and Agency. 11087-0009\1174236v4_doc -11- 3.2 Delegation to Executive Director 3.2.1 The Executive Director is hereby authorized to take any and all steps necessary to implement the provisions of this Agreement. 3.2.2 The Executive Director is further authorized, on behalf of Agency, to: (i) approve extensions of time hereunder, so long as the cumulative total of such extensions does not exceed three hundred and sixty five (365) days; (ii) approve, waive or make comments in connection with Developer's submissions described in Article 5; (iii) waive any of Agency's or City's conditions or requirements to the Close of Escrow; and (iv) amend this Agreement, the Agency Loans described herein and the Agency Trust Deeds and Regulatory Agreement (including to provide for two or more Agency Deeds of Trust and Regulatory Agreements encumbering different land) for the purpose of modifying the locations of units available to Moderate Income Households and Senior Households provided the aggregate amount of the Agency Loan is not increased. Any such modifications or extensions shall be incorporated into the Schedule of Performance and this Agreement without need for an amendment of this Agreement. No action of the Executive Director pursuant to this Section shall be effective unless it is express and in writing. 3.3 Construction Contract Within the time established therefor in the Schedule of Performance, a Developer shall enter into a construction contract with one or more general contractors for the construction of the Improvements (the "Contractor"). Each Construction Contract shall obligate the Contractor to construct the applicable Improvements for a stipulated sum or a guaranteed maximum price that is within the amount of available financing as shown by the evidence of financing provided pursuant to Section 3.3. Construction Contracts shall provide for completion of the applicable Improvements on a schedule consistent with the Schedule of Performance. 3.3.1 Payment and Performance Bonds. Within the time established therefor in the Schedule of Performance, Developer shall cause each Contractor to provide payment and performance bonds, a letter of credit, or other security naming the Agency as a beneficiary, insured, or Toss payee, as applicable. ARTICLE 4 CLOSING OF THE AGENCY LOAN 4.1 Conditions Precedent. The obligation of Agency to make the Agency Loan to Developer is subject to the following conditions precedent: (a) Developer shall have delivered the fully executed Agency Note to Agency, and shall have deposited the executed and acknowledged Agency Trust Deed, Agency Regulatory Agreement, and Notices of Affordability Restrictions (in statutory form acceptable to the Agency), into Escrow; (b) Developer shall have submitted and the Executive Director have approved the proof of insurance required by Section 5.9; 11087-000911174236v4_doc -12- (c) The Executive Director, in his or her reasonable discretion, is satisfied that the Development is financially feasible; (d) The zoning of the Site and the City's General Plan shall be such as to permit development and construction of Improvements thereon in accordance with the provisions of this Agreement and the use, operation and maintenance of such improvements in accordance with the provisions of this Agreement; (e) The Title Company has committed to issue the Agency Title Policy, in accordance with Section 4.3 below; (f) Developer shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Developer prior to the closing of the Loan; (g) All representations and warranties made by Developer to Agency in this Agreement shall be true and correct as of the Close of Escrow; and (h) Developer shall not be in default under this Agreement. 4.2 Condition of Title 4.2.1 It shall be a condition to the Close of Escrow and the Agency Loans that the Agency Deed of Trust and Regulatory Agreement shall subject only to the following title exceptions (the "Approved Title Exceptions"): (a) A lien to secure payment of real estate taxes, not due or payable or delinquent; (b) The covenants set forth in the Agency Trust Deed, the Agency Regulatory Agreement and the Notice of Affordability Restrictions; and (c) The Title Exceptions. 4.3 Agency Title Insurance As a condition to the Close of Escrow, Escrow Agent shall cause the Title Company to issue and deliver, at Developer's cost, to Agency, the CLTA Lender's policies of title insurance in the amount of the Agency Loans, insuring that the Agency Trust Deed and Agency Regulatory Agreement are recorded against the Site in the order required by Section 4.6.7, as applicable (the "Agency Title Policies"). 4.4 Escrow Developer has opened escrow number NCS -387174 -SAI (the "Escrow") for Developer's purchase of the Property and the Agency Loans, with First American Title Insurance Company, 135 Main Street, Suite 1200, San Francisco, CA 94105, Attention: Ms. Heather Kucala (the "Escrow Agent"). This Agreement constitutes the joint basic escrow instructions of 11087-0009\l 174236v4.doc -13- Agency and Developer for the Agency Loans, and a copy of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. Agency and Developer shall provide such additional or revised escrow instructions as shall be necessary for and consistent with this Agreement. In the event of any conflict between the provisions of this Agreement and the "standard form" escrow instructions of Escrow Agent, the provisions of this Agreement shall control. Developer shall pay all Escrow fees and charges and all recording fees. 4.4.1 Deposits into Escrow (a) Agency shall timely and properly execute, acknowledge and deliver into Escrow, the Agency Regulatory Agreements, the Notices of Affordability. (b) Developer shall timely and properly execute, acknowledge and deliver in Escrow the Agency Regulatory Agreement, Agency Note, Agency Trust Deed, and the Notices of Affordability Restrictions. (c) The Escrow Agent is authorized to: (i) Pay, and charge Developer for any fees, charges and costs payable under this Subsection. Before such payments or charges are made, the Escrow Agent shall notify Developer in writing of the fees, charges and costs necessary to reconvey monetary liens in order to close the Escrow. (ii) Disburse funds to the respective Party due the same and deliver documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by Agency and Developer. (iii) Record any instruments delivered through this Escrow in accordance with the terms and provisions of this Agreement. (d) All funds received in the Escrow shall be deposited by the Escrow Agent in a separate interest-earning account or accounts with any state or national bank doing business in the State of California and reasonably approved by Developer; interest so earned shall be payable to Developer. All disbursements shall be made by check of the Escrow Agent. (e) If the Escrow is not in condition to close on or before the Closing Date, the Party who then shall have fully performed the acts to be performed may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent (or the demanding Party) shall have mailed copies of such demand to the other Party or Parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other Party within the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents until instructed by a mutual agreement of the Parties or by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. (f) If objections are raised as set forth above, the Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written I 1087-0009\ I I 74236v4.doc -14- instructions of Agency and Developer or until the Party entitled thereto has been determined by a final decision of a court of competent jurisdiction. If no such objections are made within the ten (10) day period, the Escrow Agent shall immediately return the demanded money, papers and documents; and the escrow cancellation fees shall be paid by the non -demanding Party. (g) All communications from the Escrow Agent, Agency, or Developer shall be directed to the addresses and in the manner established in Section 9.1 of this Agreement for notices, demands and communications between Agency and Developer. (h) The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it pursuant to this Agreement. 4.4.2 Close of Escrow For purposes of this Agreement, "Close of Escrow" shall be defined as the date that the Agency Regulatory Agreement, Agency Trust Deed, Notices of Affordability Restrictions are recorded in the Office of the County Recorder for Riverside County. The Close of Escrow shall occur no later than the Closing Date. 4.4.3 Recordation (a) Upon the Close of Escrow and Developer's acquisition of the Site, the Escrow Agent shall cause the parcel map for the subdivision of the Site into the 20 Unit Site and the 90 Unit Site, the Agency Regulatory Agreement, the Notice of Affordability Restrictions, and the Agency Trust Deed, to be recorded among the land records in the Official Records of Riverside County. (b) Escrow Agent shall provide both Agency and Developer with conformed copies of all recorded documents. 4.5 Relocation 4.5.1 The Parties acknowledge and agree that the Site is not occupied, and there are no rights to use, possess, or occupy the Site by any third party as provided in Section 4.6.3. In such regard, the Relocation Laws will not be triggered by Agency's Loan or by the development of the Site. Developer shall defend, indemnify and hold Agency harmless from and against any claims for relocation benefits. 4.5.2 The term "Relocation" or "Relocation Laws" shall mean, to the extent and if applicable, any applicable federal, state and local laws relating to and including without limitation any and all relocation obligations set forth in (i) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 ("URA"), 42 U.S.C. 4201 4655, and the implementing regulation thereto set forth in 49 CFR Part 24, (ii) Government Code Section 7260, et seq. and the implementing regulations thereto in Title 25, Section 6000, et seq. of the Code of Regulations (together, "CRAL"), and (iii) any other applicable federal, state or local enactment, regulation or practice providing for relocation assistance, benefits, or compensation for property interests (including without limitation goodwill and furnishings, fixtures and 1 1087-0009\ 1 174236v4.doc -15- equipment, and moving expenses), and (iv) any federal law or regulation prohibiting payment of relocation benefits or assistance to persons ineligible for relocation benefits or assistance. ARTICLE 5 DEVELOPMENT OF THE SITE 5.1 Subdivision; Scope of Development On or before the date that is one hundred twenty (120) days after the Close of Escrow, Developer shall subdivide the Site such that the 20 Unit Site is a separate, legally subdivided parcel. Developer shall improve the Site in the manner described in the Scope of Development. Developer shall begin and thereafter diligently prosecute to completion the Improvements to the Site as provided in the Scope of Development. Subject to Section 9.3 hereof, Developer shall begin and complete all construction of the Development within the times specified in the Schedule of Performance. In addition to any approvals hereunder by Agency, all planning and building documents shall be submitted to, reviewed by, and approved or rejected by the Planning and Building Departments of City (as appropriate) pursuant to the City's codes, resolutions, rules and regulations. 5.2 Cost of Construction 5.2.1 The cost of developing the Site, together with all on- and off-site improvements set forth in the Scope of Development or otherwise required by the City Building Official, City Engineer, or City Planner, shall be borne by Developer. The Parties hereby acknowledge and agree that any increase in costs above the amounts projected or assumed by Developer, or decreases in revenues below the amounts projected or assumed by Developer, shall be at the sole financial risk of Developer, except for any increase in cost or decrease in revenue caused by the Agency. 5.2.2 Developer shall indemnify, protect, defend and hold harmless Agency and City and their officers, employees, contractors and agents, with counsel reasonably acceptable to Agency, from and against any and all loss, liability, damage, claim, cost, expense (including reasonable attorneys fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable Laws) and/or operation of the Development, including, without limitation, any and all public works (as defined by applicable Laws), results or arises in any way from any of the following: the non-compliance by Developer of any applicable local, state and/or federal Law, including, without limitation, any applicable federal and/or state labor Law (including, without limitation, if applicable, the requirement to pay state prevailing wages and to hire apprentices), except for loss, liability, damage, claim, cost, expense due to Agency's negligence or willful misconduct. 5.3 City and Other Governmental Permits Before commencement of construction or development of any buildings, structures or other work of improvement upon the Site, Developer shall, at its own expense (except as set forth in Section 7.2.2), secure or cause to be secured any and all permits which 11087-0009 1 1 174236v4.doc -16- may be required by City or any other governmental agency affected by such construction, development or work. 5.4 • Zoning and Land Use Requirements; Environmental Review 5.4.1 Agency shall cooperate with Developer in all proceedings which may be necessary so that the development of the Site and the construction, use, operation, and maintenance of the improvements thereon in accordance with the provisions of this Agreement shall be in conformity with applicable zoning and General Plan requirements. Agency shall use its best efforts to expedite all necessary approvals. A mitigated negative declaration for the Development contemplated by this Agreement has been prepared and approved by Agency pursuant to CEQA prior to the approval of this Agreement. In the event additional environmental studies are required, the costs of such studies shall be borne by Developer. 5.4.2 Developer shall take all necessary steps so that the development of the Site and the construction, use, operation, and maintenance of the improvements thereon in accordance with the provisions of this Agreement shall be in conformity with applicable zoning and General Plan requirements, including the conditions of approval of any required land use entitlements, and that all applicable environmental mitigation measures and other requirements shall have been complied with. 5.4.3 if any revisions or modifications to this Agreement, including the Scope of Development, shall be required to comply with any requirement of a governmental official, Agency, department or bureau having jurisdiction over the development of the Site, Agency and Developer shall cooperate in making such reasonable changes, consistent with the public purposes of this Agreement, as may be necessary. 5.5 Agency Rights of Access During_Construction Without limiting any rights of access which Agency or City may have irrespective of this Agreement, representatives of Agency shall have a reasonable right of access to the Site and Development being constructed at normal construction hours during the period of construction for the purposes of this Agreement, including but not limited to the inspection of the work being performed in constructing the Improvements, so long as they comply with all safety rules and observe any rules adopted by Developer for purposes of maintaining order on the Site, including requirements that such representatives be escorted by representatives of Developer. Such representatives of Agency and City shall be those designated in writing by the Executive Director. Prior to issuance of Agency's Certificate of Completion, Agency and City, at their sole risk and expense, reserve the right to enter the Site or any part thereof at all reasonable times during ordinary business hours and with as little interference as possible for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to Developer, except in case of emergency repairs, and Agency and City, as applicable, shall defend, indemnify and hold Developer harmless from any costs, claims, damages or liabilities pertaining to or arising from any such entry or the activities of Agency or City on the Site. Any 11087-0009\1 174236v4.doc -17- damage or injury to the Site or any improvement thereon resulting from any such entry shall be promptly repaired or restored at the Agency's or City's expense, as applicable. 5.6 Local, State and Federal Laws Developer shall carry out the construction of the Improvements in conformity with all applicable Laws. 5.7 Indemnification 5.7.1 Developer Indemnification of Agency and City. (a) Developer shall indemnify, defend and hold Agency and City and their officers, agents, and employees harmless from and against all Losses and Liabilities arising from or as a result of the death of any person or any accident, injury, loss, and damage whatsoever caused to any person or to the property of any person which shall occur on the Project Site and which shall be caused by any negligence or willful misconduct of Developer, its agents, servants, employees, or contractors, or arising out of the performance of this Agreement relating to the Site or the Development. Developer's obligation to indemnify Agency and City pursuant to this paragraph shall not apply to any Losses or Liabilities solely from the willful misconduct or negligence of Agency or City. The obligations of Developer pursuant to this Section 5.8.1 are not limited in any way by any insurance maintained by Developer, including but not limited to any insurance maintained pursuant to Section 5.9. (b) Without limiting Developer's indemnification, it is agreed that Developer shall maintain in force at all times during the term of this Agreement, the policy or policies of insurance covering its operations and performance under this Agreement in the form and amounts set forth hereinafter, which insurance obligations shall apply independently of the indemnification provided hereunder. (c) No member, officer, committee member, or employee of Agency or City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by Agency or for any amount that may become due to Developer or to its successor, or for breach of any obligation of the terms of this Agreement. 5.7.2 Notice of Loss or Liability; Tender of Indemnification. Each party agrees to provide the indemnifying party with written notification of any claim for any Loss or Liability within thirty (30) days of notice thereof, to allow the indemnifying party control over the defense and settlement of the claim, and to cooperate with the indemnifying party in its defense. 5.7.3 Defense of Loss or Liability. Agency, City, and Developer, at their sole discretion and expense, may employ legal counsel and participate in the defense of any actions. 5.7.4 Cooperation with Claims for Losses and Liabilities. Each party to this Agreement shall cooperate with another party in the defense of any action brought for conduct resulting under this Agreement and shall make available to that party any and all records in their respective possessions or control reasonably required by a party for use in contesting or defending liability. 11087-0009\I 174236v4.doc -18- 5.8 Developer Insurance Requirements Without limiting Developer's liability for indemnification of Agency and City, as set forth in Section 5.7 above, Developer shall provide and maintain, in effect, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: 5,8.1 Evidence of Coverage. Prior to and as a condition to the Close of Escrow for conveyance of the Site, Developer shall provide on an insurance industry approved form a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Agreement. In addition, a copy of the policy or policies shall be provided by Developer upon written request of the Executive Director. Developer shall not begin any work at or access to the Site pursuant to this Agreement until it has obtained all insurance required and such insurance has been approved by the Executive Director. This approval of insurance shall neither relieve nor decrease the liability of Developer. 5.8.2 Notice of Cancellation or Change of Coverage. Each policy of insurance shall include a provision that expressly states that the insurance afforded by this policy shall not be canceled or changed so as to no longer meet the herein specified insurance requirements without thirty (30) days prior written notice of such cancellation or change being delivered to the Executive Director. 5.8.3 Qualifying Insurers. All coverages shall be issued by insurance companies that must be: (a) Rated A :VIII or better or FPR Ratings of 9 through 7, and have a Financial Size Category (FSC) of VIII or better according to the current Best's Key Rating Guide/Property-Casualty/United States, or a company of equal financial stability that is approved by the Executive Director; and (b) Qualified to do business in the State of California. 5.8.4 Exceptions to Standard Policy. Agency and City acknowledge that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of Developer, as approved in writing in the sole discretion of the Executive Director. However, this shall not in any way limit liabilities assumed by Developer under this Agreement. (a) Any self-insured retention or deductible on any insurance policy (except auto) which exceeds $25,000 requires prior written approval of the Executive Director. (b) Any self-insured retention or deductible on automobile liability over $5,000 requires approval of the Executive Director, 5.8.5 Subcontracts. Should any of the work under this Agreement be sublet, Developer shall require each of its subcontractors of any tier to provide the coverages mentioned herein, or Developer may insure subcontractors under its own policies. 11087-000911 174236v4.doc -19- 5.8.6 Noncompliance. Agency reserves the right to withhold payments to Developer in the event of material noncompliance with the insurance requirements outlined herein. 5.8.7 Comprehensive General Liability Insurance. Comprehensive General Liability Insurance for bodily injury (including death) and property damage which provides not Tess than three million dollars ($3,000,000) combined single limit (CSL) per occurrence and not Tess than three million dollars ($3,000,000) annual aggregate. Such limits may be satisfied through a combination of Developer's Commercial General Liability Insurance and Umbrella Insurance policies. (a) Such coverage shall include: (1) Premises and Operations (ii) Products/Completed Operations with limits of two million dollars ($2,000,000) per occurrence/aggregate to be maintained for two (2) years following the end of the term of this Agreement. (iii) Contractual Liability expressly including liability assumed under this agreement, excepting the requirement does not apply for service contracts. (iv) Personal Injury Liability. (v) Separation Clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 5.8.8 Endorsements. Coverage shall include the following endorsements, copies of which shall be provided to the Executive Director (unless the applicable coverage is included in the policy without the need for an endorsement, in which case the applicable coverage described below must be clearly indicated on the insurance certificate delivered to Agency). (a) Additional Insured Endorsement: Insurance afforded by this policy shall also apply to Agency and City, and the members of the Agency Board and City Council, and the officers, agents, and employees thereof, individually and collectively, as additional insureds. (b) Primary Insurance Endorsement: Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the Agency or City or their officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. (c) Notice of Cancellation or Change of Coverage: Insurance afforded by this policy shall not be canceled or changed so as to no longer meet these specified insurance requirements without 30 days prior written notice of such cancellation or change being delivered to the Executive Director at the address shown on the Certificate of Insurance. This requirement may be satisfied by substantially similar language contained in the policy and need not be satisfied by special endorsement. 11087-0009 1 1174236v4.doc -20- (d) Separation Clause: It is agreed that this policy provides coverage separately to each insured who is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. This requirement may be satisfied by substantially similar language contained in the policy and need not be satisfied by special endorsement. (e) Type of Coverage. It is the intent of Agency to secure "occurrence" rather than "claims made" coverage whenever possible. [f coverage is written on a "claims made" basis, the Certificate of Insurance shall clearly so state. In addition to coverage requirements above, such policy shall provide that: (i) Policy retroactive date coincides with or precedes Developer's start of work (including subsequent policies purchased as renewals or replacements). (ii) Developer will make every effort to maintain similar insurance during the required extended period of coverage following completion of services, including the requirement of adding all additional insureds. (iii) Policy allows for reporting of circumstances or incidents that might give rise to future claims. (iv) The foregoing type of coverage requires prior approval from the Executive Director. 5.8.9 Comprehensive Automobile Liability Insurance. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than two million dollars ($2,000,000) combined single limit per occurrence applicable to all owned, non -owned and hired vehicles/watercraft, and not less than four million dollars ($4,000,000) annual aggregate. Such limits may be satisfied through a combination of Developer's Liability Insurance and Umbrella Insurance provided clear, reasonable evidence thereof is provided to Agency. (a) Such insurance must be primary and any insurance maintained by Agency or the City must be excess and non contributing. (b) Agency and City must be named as additional insureds. (c) Not less than thirty (30) days written notice is required for cancellation of coverage. 5.8.10 Workers' Compensation Insurance. Workers' Compensation Insurance shall be maintained. (a) - Statutory California Workers' Compensation coverage including a broad form all -states endorsement and waiver of subrogation. 1 1087-0009 I 174236v4.doc -21- (b) Not less than thirty (30) days' prior written notice is required for cancellation of coverage. 5.8.11 Employers' Liability Coverage. Employers' Liability Coverage of not less than two million dollars ($2,000,000) per occurrence for all employees engaged in the Development project or operations under this Agreement. Such limits may be satisfied through a combination of Developer's Employer's Liability Insurance and Umbrella Insurance policies. 5.8.12 Remedies for Failure to Provide or Maintain Required Insurance or Endorsements. In addition to any other remedies Agency may have if Developer fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Agency may, at its sole option, but only after providing Developer notice and the opportunity to cure for the timeframe provided under this Agreement: (a) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any grant amount due under this Agreement. (b) Order Developer to stop performance under this Agreement and/or withhold any payment(s) which become due to Developer hereunder until Developer demonstrates compliance with the insurance requirements hereof. (c) Immediately and without further cause terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies Agency may have and are not the exclusive remedies for Developer's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Developer may be held responsible for payments of damages to persons or property resulting from Developer's or its permitted subcontractors', if any, performance of work under this Agreement. 5.8.13 Required Notices. All such insurance shall provide that it may not be canceled or materially modified without thirty (30) days' prior written notice to the Executive Director. No such insurance shall include deductible amounts that the Executive Director has not previously consented in writing. Certificates of insurance for the above policies (and/or original policies, if required by Agency) shall be delivered to the Executive Director from time to time within ten (10) days after demand therefor. All policies insuring against damage to the Development shall contain an agreed value clause sufficient to eliminate any risk of co- insurance. Any insurance maintained by Agency or City shall apply in excess of and shall not contribute with the insurance provided by the policies furnished by Developer. No less than thirty (30) days prior to the expiration of each policy, Developer shall deliver to the Executive Director evidence of renewal or replacement of such policy reasonably satisfactory to the Executive Director. 5.8.14 Knowledge of Claim. if at any time Developer becomes aware of a claim or a potential claim for any Losses or Liabilities, Developer shall immediately provide written notice ("Claim Notice") to the Executive Director which sets forth the nature of the claim or potential claim for a Loss or Liability and the date on which Developer became aware of such 11087-000911 174236v4.doc -22- claim or potential claim and shall provide the Executive Director with copies of any documents relating to such claim or potential claim for any Losses or Liabilities. 5.8.15 Notice of Change in Coverage. If, at any time, Developer becomes aware that any of the coverages provided above are going to be canceled, limited in scope or coverage, terminated or non -renewed, then Developer shall promptly provide the Executive Director with written notice ("Insurance Notice") of such cancellation, limitation, termination or non -renewal. 5.8.16 Receipt of Claim for Loss or Liability. Upon the receipt of the Insurance Notice or the Claim Notice, or at any time when Agency has knowledge of (i) the cancellation, limitation, termination or non -renewal of one or more of the Developer's insurance policies enumerated above or (ii) a claim or potential claim under one or more of such policies, then, in addition to its other rights and remedies pursuant to this Agreement, Agency shall have the right to suspend Agency's obligations under this Agreement until such time as Developer furnishes, or causes to be furnished to the Executive Director, duplicate originals or appropriate certificates of insurance for coverages in the amounts not less than those specified above or until the time such claim or potential claim has been resolved to the reasonable satisfaction of Agency. 5.8.17 Waiver of Subrogation. Developer hereby waives all rights to recover against Agency and City (or any of their officers, employees, agents, or representatives) for any loss incurred by Developer from any cause insured against or required by any implementing document under this Agreement to be insured against; provided, however, that this waiver of subrogation shall not be effective with respect to any insurance policy if the coverage thereunder would be materially reduced or impaired as a result. Developer shall use its best efforts to obtain only policies that permit the foregoing waiver of subrogation. 5.9 Developer's Contractor's Construction Insurance Requirements From the period commencing upon the earliest to occur of (i) the effective date of the notice to proceed given by Developer to a general contractor under its construction contract for the Development ("Construction Contract"), or (ii) the date Developer enters onto the Site to commence construction, or (iii) the date of any work or improvement on the Site, through the date Agency issues the final Certificate of Completion for all of the Improvements pursuant to this Agreement, Developer shall cause its general contractor to provide and maintain at no expense to Agency, insurance policies meeting the requirements set forth herein. Said insurance shall protect the general contractor, its agents, representatives, employees, vendors, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, and said insurance is in addition to the insurance provided by Developer hereunder. 5.9.1 General Contractor Insurance Submittals. Developer's general contractor shall provide insurance according to the requirements set forth herein. General contractor will maintain the following coverages on behalf of Agency and City and any and all of their boards, officials, employees and agents. Such limits may be satisfied through a combination of Contractor's Commercial General Liability Insurance and Developer's Umbrella Insurance policies. 11087-0009U 174236v4.doc -23- (a) Commercial General Liability Insurance shall be provided on Insurance Services Office -CGL policy form No. CG 00 01 11 85 or equivalent policy form approved by the Executive Director. Policy limits shall be no less than Three Million Dollars ($3,000,000.00) per occurrence for all coverages and not less than Ten Million Dollars ($10,000,000.00) in general aggregate. There shall be no cross liability exclusion. Coverage shall apply on a primary non-contributing basis in relation to any other insurance or self- insurance (primary or excess) available to Agency and/or City, and any and all of their boards, officials, employees or agents. Coverage for the additional insureds shall apply to the fullest extent permitted by law excepting only the active negligence of Agency or City, as established by agreement between the parties or by the findings of a court of competent jurisdiction. Agency and City, and any and all of their boards, officials, employees and agents shall be added as additional insureds using Insurance Services Office additional insured endorsement form No. CG 20 26 1185 or another additional insured endorsement form presented to and reviewed and approved by the Executive Director in his/her sole, reasonable discretion. (b) Business Auto Coverage shall be written on Insurance Services Office Business Auto Coverage form CA 20 26 1185 including owned, non owned and hired autos. Limits shall be no less than Two Million Dollars ($2,000,000.00) per occurrence for all coverages and not less than Four Million Dollars ($4,000,000.00) in general aggregate. Developer may submit, and Executive Director may review and approve, another policy form and/or another form of additional insured endorsement. (c) Non -Owned Auto Endorsement if general contractor owns no autos, a non owned auto endorsement to the General Liability policy described above is acceptable. (d) Workers' Compensation/Employer 's Liability shall be written on a policy form providing workers' compensation statutory benefits as required by law. Employer's liability limits shall be no less than Two Million Dollars ($2,000,000) per accident or disease. Unless otherwise agreed, this policy shall be endorsed to waive any right of subrogation as respects Agency and/or City and any and all of their boards, officials, employees or agents. (e) Course of Construction (Builder's Risk) Insurance shall be provided by general contractor (or by Developer) and shall include Agency and City and any and all of their boards, officials, employees and agents as additional insureds using Insurance Services Office additional insured endorsement form No. CG 20 26 1185 or another additional insured endorsement form presented to and reviewed and approved by the Executive Director in his/her sole, reasonable discretion. Coverage shall be for the full completed value of the Development project. Any deductible amounts shall be the responsibility of the first named insured on the policy and shall not be the responsibility of Agency. The policy shall cover all real and personal property for "all risks" of loss for all buildings, structures, fixtures, materials, supplies, machinery and equipment to be used in or incidental to the construction at the Site, off site, or in transit, for the full replacement value of such properties (excluding earth movement including earthquake and flood). Coverage shall be included for property of others in the care, custody or control of the insured for which any insured may be liable. 11087.00091 1 1 74236v4.doc -24- (f) General Conditions pertaining to provision of insurance coverage by general contractor. General contractor must agree to the following provisions regarding insurance provided by general contractor: (i) Developer shall cause the general contractor agrees to provide insurance in accordance with the requirements set forth herein. If general contractor uses existing coverage to comply with these requirements and that coverage does not meet the requirements set forth herein, general contractor agrees to amend, supplement or endorse the existing coverage to do so. In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, Agency has the right to order general contractor to discontinue work until suitable replacement coverage is obtained. (ii) The coverage required here will be renewed annually by general contractor as long as general contractor continues to provide any construction services under this or any other contract or agreement with the Developer related to the Site. (iii) No liability insurance coverage provided to comply with this Agreement shall prohibit general contractor, or general contractor's employees, or agents, from waiving the right of subrogation prior to a loss. General contractor waives its right of subrogation against Agency and City. (iv) No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. general contractor expressly agrees not to use any statutory immunity defenses under workers' compensation or related laws with respect to Agency or City, or their employees, officials and agents, to avoid general contractor's indemnity obligation for such third party action over claims. (v) All insurance coverage and limits provided by general contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. (vi) Unless otherwise approved by the Executive Director, insurance provided pursuant to these requirements shall be written by insurers authorized to do business in the State of California and with a minimum "Best's" Insurance Guide rating of A:VI1. Notwithstanding the above, Workers' Compensation Insurance from the State Compensation Insurance Fund does not need to be rated by AM Best. (vii) Any "self-insured retention" must be declared and approved by the Executive Director. Agency reserves the right to require the self insured retention to be eliminated, reduced, or replaced by a deductible. Self -funding, policy fronting or other mechanisms to avoid risk transfer shall be fully disclosed to the Executive Director before any notice to proceed is issued. (g) Developer shall cause general contractor to provide proof that policies of insurance required herein expiring during the terms of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such 11087-0009\I 174236v4.doc -25- coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from general contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the Executive Director within five (5) days of the expiration of the coverages, (h) Developer shall cause general contractor to provide evidence of the insurance required herein, satisfactory to the Executive Director, consisting of: (a) certificate(s) of insurance evidencing all of the coverages required and, (b) additional insured endorsement(s) to general contractor's liability policy using Insurance Services Office additional insured endorsement form No. CG 20 26 1185 or equivalent that is not restricted to general contractor's "ongoing operations", and/or or another additional insured endorsement form presented to and reviewed and approved by the Executive Director in his/her sole, reasonable discretion. General contractor agrees, upon written request by either Executive Director to provide complete, copies of any policies required by this section, within 10 days of such request. Any actual or alleged failure on the part of Agency or any other additional insured under these requirements to obtain proof of insurance required under this Agreement in no way waives any right or remedy of Agency or any additional insured, in this or any other regard. (i} Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to the Executive Director of any cancellation of coverage. Developer shall cause general contractor to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. (i) Developer shall cause general contractor to require all subcontractors or other parties hired for this Development project to provide workers' compensation, general liability and automobile liability insurance, unless otherwise agreed to by the Executive Director with minimum liability limits of two million dollars ($2,000,000) for general contractors and one million dollars ($1,000,000) for subcontractors. The subcontractor's general liability insurance shall add Agency and City as additional insureds using Insurance Services Office additional insured endorsement form No. CG 20 26 1185 or another additional insured endorsement form presented to and reviewed and approved by the Executive Director in his/her sole, reasonable discretion. General contractor agrees to obtain certificates evidencing such coverage and make reasonable efforts to ensure that such coverage is provided as required here. (j) Requirements of specific coverage features or limits contained in these insurance provisions are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. (k) Developer shall cause general contractor to provide prompt notice to the Executive Director of any claim for any Losses or Liabilities against general contractor 1 1087-000911174236v4.doc -26- that includes Agency or City as a defendant and of any claim for Losses or Liabilities arising out of the work performed under this Agreement in which the demand or probable ultimate cost exceeds $10,000. Agency assumes no obligation or liability by such notice, but reserves and has the right (but not the duty) to monitor the handling of any such claim for any Loss or Liability claims if they are likely to involve Agency. (1) The insurance requirements set forth herein are intended to be separate and distinct from any other provision in this Agreement and are intended to be interpreted as such. (m) These insurance requirements supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of these insurance requirements. For purposes of insurance coverage only, this Agreement will be deemed to have been executed and performed by Developer immediately upon Developer taking any steps that can be deemed to be in furtherance of or towards commencing the work of construction of the Development on the Project Site. 5.10 Non -Discrimination During Construction (a) Developer for itself and its successors and assigns agrees that in the construction of the improvements on the Site provided for in this Agreement, Developer will not unlawfully discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, physical handicap, medical condition, age, marital status, sex or sexual orientation. Developer will take reasonable action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, creed, national origin, ancestry, physical handicap, medical condition, age, marital status, sex or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Developer hereby certifies and agrees that, in all matters affecting this Agreement, it shall comply with all applicable federal and state laws and regulations prohibiting discrimination by Developer, including but not limited to all applicable provisions of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1975, and the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7258.0 et seq.), or as they may be subsequently amended, in the construction of Improvements. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a - f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this contract by reference and made a part hereof as if set forth in full. The foregoing shall not be construed to prohibit employment practices not otherwise prohibited by law. Developer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 11087-000911174236v4.doc -27- (b) Developer will, in all solicitations or advertisements for employees placed by or on behalf of Developer, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, national origin, ancestry, physical handicap, medical condition, age, marital status, sex or sexual orientation. 5.11 Taxes, Assessments, Encumbrances and Liens Developer shall pay, or cause to be paid, prior to delinquency, all real estate taxes and assessments assessed and levied on the Site subsequent to Developer's acquisition of fee title thereto. Nothing herein shall prohibit Developer from applying to appropriate taxing agencies for any legal exemptions from the imposition of real property taxes or possessory interest taxes applicable to the Site, or the imposition of taxes upon its personal property, equipment, and trade fixtures installed in or about the Site, or any other exemption, exclusion, or benefit available to Developer. 5.12 Security Financing, Rights of Holders 5.12.1 No Encumbrances Except Mortgages, Deeds of Trust, Sales and Leasebacks or Other Financing for Development Subject to the following provisions, mortgages, deeds of trust, sales and lease- backs or any other form of conveyance required for any reasonable method of financing by Developer for the portion of the Development are permitted before issuance of a Certificate of Completion (including the granting of a security interest in Developer's rights in this Agreement), but only for the purpose of securing funds to be used for financing the construction of the Development and/or any take-out or permanent financing and any other expenditures necessary or appropriate to develop the Site under this Agreement, including without limitation real and personal property taxes, related off-site improvements, insurance premiums, closing costs, attorneys' fees, loan carrying costs and costs of financing. Developer shall notify Agency in advance of any mortgage, deed of trust, or other form of conveyance for financing if Developer proposes to enter into the same before issuance of a Certificate of Completion. Developer shall not enter into any such conveyance for financing without the prior written approval of Agency. Agency hereby approves mortgages, deeds of trust, and regulatory agreements in connection with the Construction Loan, the Permanent Loan, and any other financing described in Section 7.1, provided the financing is on commercially reasonable terms and is otherwise consistent with Section 7.1. In any event, Developer shall promptly notify Agency in writing of any lien or other encumbrance that has been created or attached to the Project Site or Improvement prior to issuance of a Certificate of Completion. 5.1 2.2 Holder Not Obligated to Construct Improvements A Holder shall in no way be obligated by the provisions of this Agreement to construct or complete the Improvements or to guarantee such construction or completion; however, no Holder may devote the Site to any uses, or to construct any Improvements thereon, other than those uses or Improvements provided for or authorized by this Agreement. 11087-0009 1174236v4_doc -28- 5.12.3 Right of Agency to Cure Mortgage, Deed of Trust, Other Security Interest, Lease -back or Other Conveyance for Financing Default In the event of an uncured default or breach by Developer of a mortgage, deed of trust, other security instrument or obligations to the grantee under any conveyance for financing for the Site or the Development thereon prior to the issuance of a Certificate of Completion therefor (unless Developer is contesting such default in good faith), and the Holder has not exercised its option to complete the Development thereon, Agency may, pursuant to the terms of this Agreement, cure the default no sooner than immediately prior to completion of the foreclosure. In such event, Agency shall be entitled to reimbursement of all direct and actual costs and expenses incurred by Agency in curing the default and Developer's obligation to reimburse shall be secured by the Agency Deed of Trust. 5.13 Certificate of Completion Promptly after completion of the construction of the Improvements comprising the Development, or any portion thereof, Agency shall furnish Developer with a Certificate of Completion upon written request therefor by Developer. The Certificate of Completion shall be and shall constitute a conclusive determination of satisfactory completion of the construction required by this Agreement for the Development or portion of the Development for which the Certificate is issued. The Certificate of Completion shall be in such form as to permit it to be recorded in the Recorder's Office of Riverside County. If Agency refuses or fails to furnish a Certificate of Completion within ten (10) days after written request therefor from Developer, Agency shall, within such period of ten (10) days, provide Developer with a written statement of the reasons why Agency refuses or fails to fumish such Certificate of Completion and Agency's opinion of the action Developer must take to obtain such Certificate of Completion. If Agency fails to respond to Developer in writing within ten (10) business days after Developer's written request for a Certificate of Completion, then Agency shall be deemed to have approved the construction of the Improvements and shall have waived all conditions subsequent to issuance and recordation of a Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any Holder, or any insurer of a mortgage securing money loaned to finance the Improvements, or any part thereof. Such Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093. ARTICLE 6 USES OF THE SITE 6.1 Uses 6.1.1 Housing. Developer shall develop on the 20 Unit Site with twenty (20) units of housing for Moderate Income Households, and Developer shall develop on the 90 Unit Site ninety (90) units of housing for Moderate Income Households and Very Low Income Households (including twenty (20) units for Senior Households), in accordance with the Scope of Development, and the City's land use entitlement for the Site. Developer covenants and agrees for itself and its successors and assigns, and every successor in interest to the Site, or any 1 1087-000911174236v4.doc -29- portion thereof, that during construction and thereafter, Developer and such successors and assigns shall use the Site exclusively for the purposes herein stated and shall not devote the Site to any uses which are inconsistent with this Agreement and applicable City land use entitlements. 6.1.2 After the issuance of a Certificate of Completion for the Site, Developer shall not make or permit to be made any substantial structural additions or modifications to the exterior of any of the Improvements required to be constructed on the Site pursuant to this ' Agreement, or permit a use other than as set forth herein, without the prior written consent of Agency. 6.2 Affordable Housing 6.2.1 Developer shall assure that thirty six (36) of the ninety (90) dwelling units on the 90 Unit Site are used, occupied, operated, leased, and/or rented exclusively to Moderate Income Households at Affordable Rents for the full term of the Agency Regulatory Agreement for the 90 Unit Site; fifty four (54) of the units on the 90 Unit Site are used, occupied, leased and/or rented exclusively to Very Low Income Households at Affordable Rent for the full term of the Regulatory Agreement; twenty (20) of the units on the 90 Unit Site are used, occupied, operated, leased and/or vacated exclusively to Senior Households at Affordable Rents; and the twenty (20) units on the 20 Unit Site are used, occupied, operated, leased and/or rented exclusively to Moderate Income Households at Affordable Rents for the full term of the applicable Agency Regulatory Agreement. 6.2.2 Developer shall submit an annual report ("Annual Report") to Agency, which contains the information required by Health and Safety Code Section 33418 and additional information required by the Regulatory Agreement for the Senior Housing. The Annual Report shall include information for each and all of the Restricted Units, including: (a) move -in date, (b) rental rate, (c) household income, (d) family size for each unit, all for the applicable annual reporting period. The household income information shall be supplied by the tenant household in a certified statement on a form provided by Agency, or an equivalent certification form, such as the form required by the Tax Credit Allocation Committee. Developer shall submit the Annual Report on or before the first September 1 following the issuance and recording of the Certificate of Completion for the Development and each September 1 thereafter for the term of the Agency Regulatory Agreements. 6.3 Management Plan 6.3.1 Not later than the time specified therefor in the Schedule of Performance, Developer shall submit to the Executive Director a Management Plan for the Site in a form acceptable to Agency and including but not limited to, the components listed below. The Management Plan, including such amendments as are approved by Agency, shall remain in effect for the term of the applicable Agency Regulatory Agreement. The Management Plan and any of its component plans or agreements may be materially amended by Developer only with the prior approval of the Executive Director. 11087-0009\1174236v4.doc -30- 6.3.2 The Management Plan shall include, but is not limited to, the following components: (a) Management Agent: Developer shall submit the name and qualifications of the proposed management agent. Agency shall approve or disapprove the proposed Agent in writing based on his/her experience and qualifications in managing affordable rental housing affordable which approval shall not be unreasonably withheld. The Agency hereby approves BRIDGE Property Management Company as a management agent. (b) Marketing: In a form reasonably satisfactory to Agency, Developer shall submit a plan for attracting tenants to the Development ("Marketing Plan'). Developer shall be responsible for implementing the approved plan at initial marketing of the Development. Within the limitations of applicable Laws, the Marketing Plan shall target advertising and marketing efforts first toward persons displaced from their homes by the Agency in an Agency Redevelopment Project Area; second toward City of Temecula residents; and third to all other persons. (c) Management Program: In a form reasonably satisfactory to Agency, Developer or its management agent shall describe the proposed management, maintenance, tenant selection and occupancy policies and procedures for the Development. Such policies and procedures must be consistent with the terms of this Agreement. (d) Management Agreement: Developer shall submit a copy of the proposed management agreement specifying the amount of the management fee and relationship and division of responsibilities between Developer and the management agents. (e) Lease Agreement: Developer shall submit a copy of the proposed form(s) of lease to be used. (f) Parking Management Plan: Developer shall submit a plan for management of parking. As appropriate, provisions of the parking management plan shall be included in the proposed form of lease. (g) Summerhouse Quality Assurance Committee: Developer and Agency shall operate a "Summerhouse Quality Assurance Committee" ("Committee") consisting of seven (7) people consisting of one (1) employee or officer of Developer or Bridge Housing Corporation selected by Developer, the Planning Director of the City of Temecula, the Police Chief of the City of Temecula, two (2) residents of the City of Temecula selected by the Agency, and two (2) residents of the Development selected by BRIDGE. After completion of the Development on the 20 Unit Site, the Committee shall meet at least twice each calendar year at tines scheduled by the Agency, or more frequently if decided by the Committee, in order to review the most recent Annual Report and other information submitted by Developer regarding the Development and the overall management and performance of the Development and shall make recommendations to the Developer and Agency as to how to improve management and performance of the Development. The meetings of the Committee shall be held in accordance with the Ralph M. Brown Act, Government Code Section 54950 et. seq. In order to protect the 11087-0009\ l 174236v4.doc -31- privacy of residents, certain information deemed confidential that may be shared with the Agency as part of the Annual Report shall not be available to the Committee. (h) Crime Free Multi -Family Housing Program: Developer and the manager for the Development shall participate in and comply with the City of Temecula "Crime Free Multi -Family Housing Program" with respect to the Development on the Site. If at any time during the term of any Agency Regulatory Agreement the Executive Director reasonably determines that the applicable Development is not being managed or maintained in a manner consistent with well-managed Agency developments, Agency may send written notice thereof to Developer, describing the manner in which management of the Development is not being satisfactorily maintained. If Developer fails to cure the failure within the cure periods set forth in Section 8.1, Agency may require Developer to change management practices or to terminate the applicable management contract and retain a different management agent, approved by Agency. The management agreement shall include a provision that it shall be subject to termination by Developer without penalty, upon not less than thirty (30) days prior written notice, if Agency shall request Developer (i) to exercise such right of termination, and (ii) to make immediate arrangements satisfactory to Agency for continuing management. Developer may change the management agent at any time, with the prior written approval of the Executive Director. Such approval or denial shall be provided within (10) business days after receipt of Developer's written request and shall be based on the proposed management agent's experience and qualifications in managing affordable rental housing, which approval shall not be unreasonably withheld. 6.4 Maintenance of the Project Site and Improvements From and after Developer's acquisition of title and during the term of the applicable Agency Regulatory Agreement, Developer covenants that Developer shall reasonably maintain the Improvements on the Site and shall keep the Site free from any accumulation of debris or waste materials. Maintenance shall include the interior and exterior of Site and Improvements in a decent, safe and sanitary manner, and the standard of maintenance of comparable rental apartment projects affordable to Moderate Income Households within Riverside and San Diego Counties and as may be required in the Regulatory Agreement. If at any time Developer fails to maintain the Site and Improvements in accordance with this Agreement and such condition is not corrected within five (5) days after written notice from the Executive Director with respect to graffiti, debris, waste material, and general maintenance, or thirty (30) days after written notice with respect to landscaping and building improvements, then Agency, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Site and perform all acts and work necessary to protect, maintain, and preserve the Site and Improvements and landscaped areas thereon, and to attach a lien upon the Site, or to assess the Site, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by Agency and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to Agency upon demand. 1 1 08 7-000911 l 74236v4.doc -32- 6.5 Obligation to Refrain from Discrimination; form of Non-discrimination Clauses 6.5.1 Developer covenants by and for itself and any successors in interest that there shall be no discrimination against, or segregation of, any persons, or group of persons, on account of sex or sexual orientation, race, color, creed, marital status, religion, national origin or ancestry in the enjoyment of the Site or any portion or component thereof, nor shall Developer itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, subleases or vendees of the Project Site. The foregoing covenants shall run with the land and shall remain in effect for the periods specified in the Agency Regulatory Agreement. 6.5.2 Developer shall refrain from restricting the rental, sale, or lease of the Project Site or any portion or component thereof on the basis of race, color, creed, religion, sex or sexual orientation, marital status, ancestry or national origin of any person. All deeds, leases or contracts entered into by Developer that relate to the Site or the improvements thereon or any portion thereof shall contain and be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (2) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California 11087-0009\I 174236v4.doc -33- Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (3) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Califomia Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Govemment Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." The foregoing shall remain in effect in perpetuity. 6.6 Prohibition Against Walk -Up Services Developer shall not provide, or permit any other person to provide, food or clothing or other assistance to clients (other than residents of the Development, and as to potential residents of the Development, an office to pick up and submit rental applications) on a walk-up basis. 6.7 Agency Regulatory Agreement Developer and Agency shall execute, acknowledge and deliver the Regulatory Agreement in the form attached to this Agreement as Attachment No. 6 and incorporated herein by this reference, entitled "Regulatory Agreement, Right of first offer, and Purchase Option". Agency is hereby authorized to record the Agency Regulatory Agreement in the Official Records of Riverside County. 11087-0009\ I 174236v4.doc -34- 6.8 Effect and Duration of Covenants The covenants established in this Agreement, shall, without regard to technical classification or designation, be binding on Developer and any successor in interest to the Site or any part thereof for the benefit and in favor of Agency, City and their successors and assigns. Except as otherwise set forth in this Agreement, the covenants contained in this Agreement shall remain in effect for the Improvements fifty-five (55) years from the date of the recordation of the Certificate of Completion for the applicable Improvements. The covenants against discrimination (as described in Section 6.6) shall remain in effect in perpetuity. ARTICLE 7 AGENCY FINANCIAL ASSISTANCE 7.1 Method of Financing Development 7.1.1 Agency and Developer anticipate that the acquisition of the 90 Unit Site and 20 Unit Site will be financed by the Agency, and the development of the 20 Unit Site will be financed by a construction loan from the Agency. Development on the 90 Unit Site will be financed through a combination of sources including, but not limited to, tax credit equity and through conventional financing (construction and permanent financing) from Qualified Lenders. Developer shall not encumber the 20 Unit Site with any liens without the prior, express written consent of the Executive Director. The proposed sources and uses of financing ("Financing Scenario") consists of the following: Acquisition Cost Direct Costs Indirect Costs Financing Costs Total Uses of Funds Sources of Funds Construction Construction loan Tax Credit Equity Accrued Interest on Agency Loan Agency Loan Total Sources of Funds Permanent Permanent Loan Tax Credit Equity Deferred Developer Fee Accrued Interest on Agency Loan Agency Loan 20 Unit Project $1,624,587 $1,719,307 $403,727 $0 $3,747,621 SO $0 $0 $3,747.621 $3,747,621 $0 $0 $0 $0 $3,747.621 11087-00091I 174236v4.doc -35- 90 Unit Project $3,548,815 $11,425,929 $5,178,484 $1,496,333 $21,649,561 $16,387,360 $100,000 $85,554 $3,500,000 $20,072,914 $2,380,000 $14,193,033 $300,000 $85,554 $4,690,974 Totals $5,173,401 $13,145,236 $5,582,211 $1,496,333 $25,397,182 $16,387,360 $100,000 $85,554 $7,247,621 $23,820,535 $2,380,000 $14,193,033 $300,000 $85,554 88,438,595 Total Source of Funds $3,747,621 $21,649,561 $25,397,182 7.1.2 Developer shall make good faith, diligent and commercially reasonable efforts to solicit at least three (3) bids from prospective tax credit investors for Agency approval, which shall not be unreasonably withheld. Developer shall also use good faith, diligent and commercially reasonable efforts to obtain: (i) TCAC approval of the maximum tax credits available, including submitting applications at each opportunity in 2009 and, if necessary, in 2010 (and additional TCAC application rounds, if expressly approved in writing by the Executive Director of the Agency in his sole and absolute discretion), (ii) the maximum financing available from the Affordable Housing Program of the San Francisco Federal Home Loan Bank, including submitting a complete application by October 1, 2009 for 2009 AHP Round B, and (iii) the maximum amount of permanent financing available on commercially reasonable terms from a Qualified Lender (as reasonably determined by Agency). The foregoing shall not limit the Developer from obtaining debt and equity financing from other sources, and Developer shall use diligent, good faith, and commercially reasonable efforts to maximize additional debt and equity financing for both the Development on 20 Unit Site and the Development on the 90 Unit Site so that portions thereof can be used to reduce the Agency Loans as soon as reasonably possible. As of the date of this Agreement, the Agency has approved the Financing Scenario described in Section 7.1.1 above and the Project Budget set forth in Attachment 9 (collectively, the "Approved Development Budget"). Developer shall submit any material amendments to the Approved Development Budgets to the Executive Director for approval within fifteen (15) days after the date Developer receives information indicating that actual costs of the Development vary or will vary from the costs shown on the Approved Development Budget. The Executive Director shall utilize good faith efforts to approve or disapprove requested amendments to the Approved Development Budgets within ten (10) business days after receipt of a required for approval, but reserves the right to obtain formal approval by the Agency. 7.1.3 Subject to Section 7.1.2 above, in order to assist Developer in implementing the Financing Scenario, Agency agrees to provide the Agency Loans to Developer in accordance with the terms and conditions set forth in Section 7.2 below. The amount of the net proceeds of permanent financing and tax credit equity shall be determined by the Borrower and submitted to the Agency for approval on the date the Borrower submits the final Form 8609 cost audit for the Development to the California Tax Credit Allocation Committee. The amount of the net proceeds of permanent financing and tax credit equity shall be calculated using the actual amount of the permanent financing and tax credit equity realized by the Borrower, provided that Borrower provides sufficient evidence that the actual amount of pennanent approved financing and tax credit equity realized by Borrower is the maximum amount that Borrower could secure for the Development applying reasonable underwriting standards. The Borrower shall also submit to the Agency any additional documentation sufficient to verify the amount of the net proceeds. The Agency shall approve or disapprove Borrower's determination of the amount of the net proceeds in writing within thirty (30) days of its receipt of Borrower's cost audit and supplemental documentation. If Borrower's determination is disapproved by the Agency, Borrower shall re -submit documentation to the 1087-0009\1174236v4.doc -36- Agency until Agency approval is obtained. The net proceeds shall be due to the Agency from the Borrower as partial repayment of the Agency Loans no later than five (5) days following the date (as reasonably scheduled by Borrower) that the final capital contribution is expected to be received on or before the date that is twenty-seven (27) calendar months after the commencement of construction on the 90 Unit Site. 7.2 Agency Loan 7.2.1 Agency Loans Generally Agency agrees to lend to Developer, and Developer agrees to accept from Agency, acquisition financing amounts not to exceed Five Million Dollars ($5,000,000) for the Site; a construction loan of $2,247,621 for the 20 Unit Site; and a permanent loan of up to $1,190,974 (tile "Agency Loans"). The Agency Loans shall accrue interest at the rate of three percent (3%) per annum, simple interest. The Agency Loans shall be evidenced by the Agency Note, and secured by the Agency Trust Deed, which shall be recorded. The Agency Loans shall be used solely for the purposes set forth in Section 7.2.2; no portion of the Agency Loans shall be used to pay any employees of Developer. 7.2.2 Disbursement of Agency Loans; Conditions The Agency Loans shall be disbursed as follows: 1. $5,000,000 for costs of acquiring the Site, at closing. 2. Up to $2,247,621 shall be disbursed on a monthly basis, not more often than once every 30 days, subject to normal and customary construction loan disbursement conditions, including without limitation, delivery of a loan request, retention of 10% of each payment until completion, delivery of copies of applicable invoices and appropriate mechanics lien releases (unconditional for the previous month's costs, and conditional for the current costs to be paid) to pay for construction costs of the Development on the 20 Unit Site. 3. Provided that written permanent loan commitments from Qualified Lenders containing commercially reasonable closing conditions are in effect to all permanent financing (other than the Agency Loan) that will be needed for the Development, as shown by written lending commitments delivered to the Agency and reasonable estoppel certificates from the permanent lender if required by the Executive Director, and allocations of tax credits and commitments of tax credit equity required for the Development have been obtained, then an additional $1,190,974 upon Completion of the Development, as permanent financing for the Development (for application to construction financing). It shall be a condition to any disbursement that Developer not be in default under this Agreement (including, without limitation, Section 7.1.2 above) or any of the documents 11087-000911174236v4.doc -37- described herein that shall have been executed by Developer, or under any other loan secured by the Development or any portion thereof. Agency and Developer anticipate that the construction of Development on the 20 Unit Site will be financed through the Agency Loan secured by the 20 Unit Site and no other secured loan. If the Agency Executive Director determines in good faith at any time that the undisbursed portions of the Agency Loan for the 20 Unit Site are not sufficient to complete the Development on the 20 Unit Site, then the Agency may cease disbursements until the Developer shall have paid development costs equal to the deficit. The Agency Executive Director shall have the authority to approve requested line item reallocations, and will not unreasonably withhold its consent to reallocations of Agency Loan funds from one line item cost in the Project Budget for the Agency Loan for the 20 Unit Site to other line item costs(a) prior to the commencement of construction based on reasonable evidence of changes in cost estimates; and (b) after commencement of construction provided that (i) all costs to be paid in the line item from which funds are to be reallocated have been paid, and (ii) the reallocation does not exceed the cost savings (i.e., the total amount of such line item less the total costs paid for the applicable line item costs). 7.2.3 Repayment of Agency Loan (a) The Agency Loans (including all outstanding principal and accrued interest) shall become due and payable upon the earlier of occurrence of an Event of Default, or the date that is fifty-five (55) years after issuance by the Agency of a Certificate of Completion for the Improvements on the property securing the applicable Agency Loan. (b) Seventy-five percent (75%) of the Residual Receipts (defined below) for the 20 Unit Site and the 90 Unit Site shall be paid to the Agency and applied to the accrued interest and the outstanding principal on the Agency Loan. The Agency's share shall be paid to the Agency on an annual basis on the Payment Dates for application to sums outstanding under the Agency Loans (which shall be applied first to sums other than principal, then to principal), and on or before such annual Payment Date, Developer shall deliver to Agency in writing a detailed description of the calculation of the Residual Receipts and the calculation of the payment (or the detailed calculations, with reasonable back-up evidence, showing that no such payment is then due). Any Residual Receipts remaining after other financing has been fully re -paid by the payments described in the first sentence of this paragraph (and by any other payments) shall be paid to Agency to repay the remaining outstanding principal of and accrued interest on the Loan, to the extent of seventy-five percent (75%) of Residual Receipts. "Residual Receipts" means the Annual Project Revenue Tess (A) Annual Operating Expenses; (B) a limited partner asset management fee of $7,500 per year for the first fifteen (15) years after the recording of the Certificate of Completion, increased by 3.5% per year; (C) a general partner fee of $25,000 per year, increased by 3.5% a year; (D) deferred development fees of $300,000 (without interest); and (E) in the event AHP financing is obtained and AHP conditions such financing upon increased in the contemplated tenant services that result in increased Tenant Services Expenses above Pro Forma Tenant Services Operating Expenses (as reasonably determined by Agency), then up to $10,000 a year of such additional operating costs in excess of the Pro Forma Tenant Services Expenses (defined below), with such 1087-0009\1 174236v4.doc -38- $10,000 limitation on additional Tenant Services Expenses increasing by 3 1 /2% per year after the first full calendar year of operation of the Project after the issuance of a Certificate of Occupancy. "Annual Project Revenue" means all revenue generated by the 20 Unit Site or 90 Unit Site, as applicable, including, but not limited to, rent payments, governmental assistance housing payments, laundry and other vending machine and pay telephone income and tenant reimbursements of costs. The Annual Project Revenue shall exclude security deposits (unless and until they are applied to pay obligations of tenants), loan proceeds, grants, capital contributions, insurance proceeds and condemnation awards. "Annual Operating Expenses" means all regular and customary annual expenses incurred in relation to the operation of the Development. Said Annual Operating Expenses may include a reasonable property management fee, fees of accountants, attorneys and other professionals allocable to the 20 Unit Site or 90 Unit Site, periodic installment payments of principal and interest on permanent loans that refinance the loans that are contemplated by this Agreement (up to the amount of the outstanding balances under the construction loans) and secured by the Site, repayment of completion and operating deficit loans relating to the Site (excluding any payments of Residual Receipts and any other payments based on a percentage or portion of 20 Unit Site or 90 Unit Site revenue), utility charges, operating, maintenance and repair expenses (including capital repairs and replacements to the extent not paid from loan proceeds or required reserves), property taxes and assessments and insurance premiums. Notwithstanding the foregoing, in no event shall Annual Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) which are due to or arising out of the Borrower's (A) breach or default of the Agency Loan, any Loan Document or any loan document for any other loan secured by the Site, the Development or any portion thereof, (B) fraudulent acts or willful misconduct, or (C) breach or default under any other contract, lease or agreement pertaining to the Development. Annual Operating Expenses shall also not include other expenses not related to the Development's operations such as depreciation, amortization, accrued principal and interest expense on deferred payment debt and expenditures, or indebtedness, for new construction not included in the initial Development. "Pro Forma Tenant Services Operating Expenses" means the sum of $10,000 per year, increasing after the first full calendar year of operation of the Development on the 90 Unit Site after the issuance of a Certificate of Occupancy for the Development on the 90 Unit Site by 3V2% per year. "Tenant Services Expenses" shall mean tenant training services, tenant education services, and other tenant -specific services. 11087-0009\11 74236v4.doc -39- ARTICLE 8 EVENTS OF DEFAULT AND RIGHTS OF TERMINATION AND OTHER REMEDIES 8.1 Events of Defaults — General 8.1.1 Subject to any extensions of time pursuant to Section 9.3, failure or delay by either Party to perform any term or provision of this Agreement (including, without limitation, the Schedule of Performance) or the documents attached hereto that are executed by Developer that is not cured within the time period hereinafter set forth shall constitute an Event of Default under this Agreement and such documents. 8.1.2 The continuance of a default under any other loan secured by the Site or any portion thereof after any applicable notice has been given by the lender and any applicable cure period under the applicable loan documents has expired shall also constitute an Event of Default by Developer under this Agreement. 8.1.3 The non -defaulting Party shall give written notice of default to the Party in default, specifying the default complained of by the non -defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. 8.1.4 The defaulting party shall have thirty (30) days after written notice thereof from the non -defaulting Party to cure the default; provided that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then the defaulting Party shall not be deemed to be in default if it has promptly commenced a cure within the 30 -day period and thereafter diligently prosecutes such cure to completion. 8.1.5 Any failures or delays by any Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive any Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect assert or enforce any such rights or remedies. 8.1.6 Agency agrees to provide copies of notices of default under this Agreement to Developer's investor limited partner at such address as provided by the limited partner, and agrees to accept any cure tendered by Developer's limited partner as if it had proffered by Developer. 8.2 Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by any other Party. Upon the occurrence of an event of default, except as to rights and remedies expressly declared to be exclusive in this Agreement, the injured Party shall have all rights and remedies against the defaulting Party as may be available at Law or in equity to cure, correct or remedy any event of default, to obtain specific performance, to recover damages, or to obtain any other remedy consistent with the purpose of this Agreement. 11087-0009\1 174236v4.doc -40- 8.3 Remedies Upon an Event of Default by Developer, Agency may terminate its commitment to provide disbursements of the Agency Loans, and shall also have any other rights and remedies at law, in equity or under this Agreement that are available to Agency, including foreclosure of the Agency Deed of Trust. 8.4 Institution of Legal Actions In addition to any other rights or remedies, either Party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain specific performance or any other remedy consistent with the purpose of this Agreement, except that there shall be no right to terminate this Agreement except as set forth in Sections 8.3, 8.4, and 8.5 of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Riverside, State of California, in any other appropriate court in Riverside County, or in the Federal District Court in the Central District of California. 8.5 Applicable Law and Attorneys' Fees The Laws of the State of California shall govern the interpretation and enforcement of this Agreement. Should legal action be brought by either Party for breach of this Agreement to enforce any provision, the prevailing Party in such action shall be entitled to actual attorneys' fees, court costs, and other litigation expenses including, without limitation, expenses incurred for preparation and discovery, and on appeal. The entitlement to recover such fees, costs and expenses shall accrue upon the commencement of the action regardless of whether the action is prosecuted to final judgment. 8.6 Acceptance of Service of Process In the event that any legal action is commenced by Developer against Agency, service of process on Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by Law. In the event that any legal action is commenced by Agency against Developer, service of process on such Party shall be made by personal service upon a general partner or an officer of general partner of Developer, or in such other manner as may be provided by Law, and shall be valid whether made within or without the State of California. ARTICLE 9 GENERAL PROVISIONS 9.1 Notices, Demands and Communications Between the Parties All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage pre -paid, retum receipt requested, or by a nationally recognized courier service that provides a written receipt of delivery, to the addresses set forth in this Section 9.1, with a copy to designated legal counsel. The notices or other communications shall be deemed received and effective upon: (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, the date of delivery or refusal to accept delivery indicated in the certified or 11087-000911 I74236v4.doc -41- registered mail receipt; or (iii) if given by courier service, on the date of delivery evidenced by the receipt for delivery provided by the courier service. For Agency/City with a copy to: For Developer: Temecula Redevelopment Agency 43200 Business Park Drive Temecula, California 92590 Attention: Patrick Richardson, Director of Planning and Redevelopment Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071-3101 Attention: Bruce Galloway Summerhouse Housing Associates, L.P. c/o BRIDGE Housing Corporation 345 Spear Street, Suite 700 San Francisco, CA 94105 Attention: Director of Development with a copy to: BRIDGE Housing Corporation — Southern California 2202 30th Street San Diego, CA 92104 Attn: Vice President with a copy to: Goldfarb & Lipman LLP 1300 Clay Street, Ninth Floor Oakland, CA 94612 Attention: Polly V. Marshall For Escrow Agent/Title Company: First American Title Insurance Company 135 Main Street, Suite 1200 San Francisco, CA 94105 Attention: Ms. Heather Kucala Escrow Number: NCS -387174 -SA l Such written notices, demands, correspondence and communications may be sent in the same manner to such other persons and addresses as either Party may from time to time designate in writing as provided in this Section. Notice shall be effective upon the date of personal delivery or, in the case of mailing, on the date of delivery or attempted delivery as shown on the U.S. Postal Service certified mail return receipt. 11087-000911174236v4.doc -42- 9.2 Nonliability of Officials. Officers, and Employees No member, official or employee of City or Agency shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by Agency for any amount that may become due to Developer or its successors, or on any obligations under the terms of this Agreement. No partner, or officer, or director of partner of Developer shall be personally liable to the Agency in the event of any default or breach by Developer or for any amount that may become due to the Agency or on any obligations under the terms of this Agreement. 9.3 Enforced Delay; Extension of Times of Performance In addition to specific provisions of this Agreement, performance by any Party hereunder shall not be deemed to be in default, where delays or defaults are due to acts of God, or the elements, accident, casualty, unavailability or delays in delivery of any product (but not any delay in obtaining any financing or funding for the Improvements), labor, fuel, service or materials, failure or break -down of equipment, strikes, lockouts, or other labor disturbances, acts of the public enemy, acts of terrorism, orders or inaction of any kind from the government of the United States, the State of California, or any other governmental, military or civil authority (other than City or Agency, to the extent that such orders or inaction affect City's or Agency's obligations, performance or rights under this Agreement or the orders, inaction or delay by City or Agency is not unreasonable under the circumstances), war, insurrections, riots, epidemics, landslides, lightning, droughts, floods, fires, earthquakes, arrests, civil disturbances, explosions, freight embargoes, lack of transportation, breakage or accidents to vehicles, or any other inability of any Party hereto, whether similar or dissimilar to those enumerated or otherwise, which are not within the control of the Party claiming such inability or disability, which such Party could not have avoided by exercising due diligence and care and regarding which such Party shall use all reasonable efforts that are practically available to it in order to correct such condition. However, no Party hereto shall be entitled to any extension of time pursuant to this Section 9.3 due to any event or condition caused by a Party's inherent financial condition or financial inability to pay its monetary obligations when due (as distinguished from a Party's inability to make a payment by reason of a bank's failure or some other external cause not associated with such Party's financial condition). Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of time reasonable in light of the enforced delay. The extension of time shall commence to run from the time of the commencement of the cause, so long as the Party claiming the extension has notified the other Party in writing of the nature of the matter constituting the enforced delay within ten (10) days after the occurrence of the enforced delay. 9.4 Plans and Data If this Agreement is terminated for any reason other than Agency's default, Developer shall deliver to Agency copies of any and all plans and data concerning the Site which are in the possession of Developer, and shall assign to Agency all rights held by Developer to use 11087-0009\ 1174236v4.doc -43- such plans and data. In doing so, Developer shall not be considered to be making any representation regarding the content of such plans and data or expressly or impliedly warranting the accuracy thereof. 9.5 ' No Real Estate Commissions if any claim for brokers' or finders' fees for the consummation of this Agreement arises, then Developer hereby agrees to indemnify, hold harmless and defend Agency from and against such claim(s) if it (they) shall be based upon any statement or representation or agreement made by Developer, and Agency hereby agrees to indemnify, hold harmless and defend Developer if such claim(s) shall be based upon any statement, representation or agreement made by Agency. 9.6 Successors and Assigns This Agreement shall bind and inure to the benefit of the Parties to this Agreement and their respective successors and assigns; provided, however, that this provision shall not authorize the assignment or transfer of any interest that is prohibited specifically by the other terms of this Agreement. 9.7 Relationship of the Parties The terms and provisions of this Agreement shall not cause the Parties hereto to be construed in any manner whatsoever as partners, joint venturers or agents of each other in the performance of their respective duties and obligations under this Agreement, or subject either Party to this Agreement to any obligations, loss, charge or expense of the other Party unless the Party to be held responsible has independently contracted with the claimant so as to make it directly responsible for the performance and/or payment, as appropriate, of the pertinent obligation, Toss, charge or expense. 9.8 Text to Control; Interpretation 9.8.1 The headings in this Agreement are included solely for convenience, and if there shall be any conflict between such headings and the text of this Agreement, the text shall control. 9.8.2 Should any provisions of this Agreement require interpretation, it is agreed that the person or persons interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one Party by reason of the rule of construction that a document is to be construed more strictly against the Party thereto who itself or through its agent or counsel prepared the same or caused the same to be prepared; it being agreed that the agents and counsel of both of the Parties hereto have participated equally in the negotiation and preparation of this Agreement. 9.9 Severability To the best knowledge and belief of the Parties to this Agreement, this Agreement contains no provision that is contrary to any federal, state or local Law or to any regulatory 11087-0009U 174236v4.doc -44- requirement or other ruling or regulation of a federal, state or local agency or that would be in breach of the obligations of either or both of the Parties hereto under the terms and provision of any legally binding agreement. However, if any provision of this Agreement, or any part thereof, shall at any time be held to be invalid, in whole or in part, under any applicable federal, state or local Law by a court of competent jurisdiction, or by arbitrators or an administrative agency of the federal, state or local government with proper jurisdiction, then such provision or a portion thereof, as appropriate, shall be curtailed and limited only to the extent necessary to bring it within the requirements of the Law and the validity and enforceability of the remaining provisions of this Agreement shall remain in effect and shall in no way be affected, impaired or invalidated, unless the invalidated provision(s) shall uniquely, materially and adversely affect the rights and obligations of a Party to this Agreement. 9.10 Approvals by Agency In addition to the authority expressly given to the Executive Director elsewhere in the Agreement, the Agency's Executive Director shall have the authority to (1) give, in writing, all consents and approvals on behalf of the Agency; and (ii) agree in writing to non -substantial modifications to this Agreement and to the documents required by this Agreement on behalf of the Agency. The Executive Director shall also have the authority to execute reasonable subordination agreements subordinating the Agency Deed of Trust and Regulatory Agreement with respect to the land other than the 20 Unit Site to liens securing construction and permanent financing required for the 90 Unit Site provided the Executive Director shall have reviewed and approved such construction and permanent financing and the appropriate findings required by law as to the subordination of the Regulatory Agreement shall have been made by the Agency. 9.11 Time of the Essence Time is of the essence of this Agreement. 9.12 Computation of Time Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day. If the date for performance falls on a Saturday, Sunday, or legal holiday, the date for performance shall be extended to the next business day. 9.13 Calendar Days All references in this Agreement to a number of days in which either Party shall have to consent, approve or perform shall mean calendar days unless specifically stated to be business days. 9.14 Police Power Nothing contained herein shall be deemed to limit, restrict, amend or modify, nor to constitute a waiver or release of, any Laws of City, its departments, commissions, agencies, and boards and the officers thereof and Agency, including, without limitation, any redevelopment or general plan or any zoning ordinances, or any of City's or Agency's duties, 11087-0009 \1174236v4.doc -45- obligations, rights or remedies thereunder or pursuant thereto or the general police powers, rights, privileges and discretion of City or Agency in the furtherance of the public health, welfare, and safety of the inhabitants of the City of Temecula, including, without limitation, the right under law to make and implement independent judgments, decisions, and acts regarding planning, development, and redevelopment matters (including, without limitation, approval or disapproval of plans and issuance or withholding of building permits) whether or not consistent with the provisions of this Agreement, or any other documents contemplated hereby (collectively, "City and Agency Rules and Powers"). In the event of any conflict, inconsistency or contradiction between any terms, conditions, or provisions of this Agreement or such other documents, on the one hand, and any such City and Agency Rules and Powers, on the other hand, the latter shall prevail and govern in each case. This Section shall be interpreted for the benefit of City and Agency. 9.15 Estoppel Certificates Any Party hereunder may, from time to time, request the other Party to execute and acknowledge an estoppel certificate or agreement verifying that this Agreement, including any Attachments hereto, is in full force and effect and that no default or defaults have occurred and are continuing as of the date of such certificate or agreement (nor any event which, with the passage of time and the giving of notice would result in a Default or breach under this Agreement), or stating the nature of the default or breach or event, if any. In the event the estoppel certificate discloses such a default, breach or event, it shall also state the manner in which such default, breach and/or event may be cured. The Party requesting such certificate or agreement shall provide the form thereof and, provided such certificate or agreement is in form and substance commercially reasonable, the requested Party shall execute and return the same within fifteen (15) business days after receipt of the final form thereof, and the requesting Party (and, in the case of Developer, its lenders and successors -in -interest as permitted under this Agreement) shall be entitled to rely thereon. 9.16 Further Assurances Each of the Parties hereto shall execute and deliver any and all additional reasonable papers, documents, instruments and other assurances and shall to do any and all other reasonable acts and things reasonably necessary to carry out the purposes of this Agreement and the intent of the Parties hereto; provided, however, that in no event shall the Agency Deed of Trust and Regulatory Agreement be subordinated to any lien on the 20 Unit Site without further approval from the Agency in its sole and absolute discretion. 9.17 No Merger No provision of this Agreement shall merge with any transfer of any portion of the Project Site, until such time as a Certificate of Completion is recorded for all of the Improvements to be constructed on the Project Site pursuant to this Agreement. Notwithstanding the foregoing sentence, or any other provision of this Agreement, the following provisions shall not merge with any transfer of any portion of the Project Site, and shall survive issuance of a Certificate of Completion for the Improvements: 11087-0009\ 1174236v4.doc -46- (a) representations and warranties; (b) indemnity provisions (c) insurance obligations; and (d) those obligations set forth in the Agency Note, Agency Trust Deed, and Agency Regulatory Agreement. 9.18 Waivers and Amendments All modifications, additions or amendments to this Agreement shall be in writing and signed by the Parties hereto. Developer and Agency agree to mutually consider reasonable requests for amendments to this Agreement that may be made by lending parties or institutions, provided the requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. 9.19 Entire Agreement This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the Parties regarding all or any part of the subject matter hereof. 9.20 Counterpart Originals This Agreement may be executed in counterpart originals, each of which is deemed to be an original. This Agreement includes nine (9) Attachments, each of which is incorporated herein by reference, as follows: Attachment No. 1 Attachment No. 2 Attachment No. 3 Attachment No. 4 Attachment No. 5 Attachment No. 6 Attachment No. 7 Attachment No. 8 Attachment No. 9 Legal Description of Site (Including 90 Unit Site and 20 Unit Site) Site Map Schedule of Performance Scope of Development Form of Certificate of Completion Forms of Agency Regulatory Agreement, Right of First Offer and Option to Purchase Form of Agency Note Form of Agency Trust Deed Loan/Project Budgets 11087.0009\ 1174236v4.doc -47- WITNESS the signatures of the Parties as of the date first set forth above. ATTEST: Agency Secretary APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON Bruce Galloway Agency Counsel AGENCY: TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Agency Chairman DEVELOPER: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC General Partner By: BRIDGE Housing Corporation — Southern California, a California non rofit public benefit corporation, its srle member/ma lager I r � f .a4 / r r m By: Print arne: Title: 11087-000911174236v4.doc -48- WITNESS the signatures of the Parties as of the date first set forth above. APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON Pe er Thorson Agency Counsel AGENCY: TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Ron Roberts Agency Chairman DEVELOPER: BRIDGE SC, LLC, a California limited liability company By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Print Name: Title: 11087-0009\1155216v5.doc -48- ATTACHMENT NO. 1 LEGAL DESCRIPTION The land in the City of Temecula, County of Riverside, State of California, described as follows: TENTATIVE PARCEL MAP NO. 36219, BEING A SUBDIVISION OF THE FOLLOWING: LOTS 1, A AND B OF TRACT NO. 33891 AS SHOWN ON FILE BOOK 424 PAGES 82 THROUGH 84 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APNS: 959-080-022-5 and 959-080-023-6 11087-0009\1174236v4.doc -1- ATTACHMENT NO. 2 SITE MAP [Attached; Parcel 1 is the 90 Unit Site; Parcel 2 is the 20 Unit Site.] 11087-0009\1174236v4.doc -2- ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE ACTIONS 20 Unit Site Close of Escrow. [Section 4.6.4] Commence and thereafter diligently prosecute clean-up, maintenance, and landscape restoration on 20 Unit Site Approval of Management Plan Obtain all permits and approvals for construction of the Improvements for the 20 Unit Site Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit for the 20 Unit Site Commencement of Construction on partially completed 6 unit building and rec center on 20 Unit Site. [Section 5.1] Completion of 6 unit building and rec center Completion of Construction (all 20 units) on 20 Unit Site. Issuance - Certificate of Completion. Agency shall issue Developer a Certificate of Completion. [Section 5.14] DEADLINE September 29, 2009 September 29, 2009 January 1, 2010 January 1, 2010 January 1, 2010 January 1, 2010 July 1, 2010 January 1, 2011 Not later than 10 days after Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE Page 1 of 2 ACTIONS 90 Unit Site Close of Escrow. [Section 4.6.4] Approval of Management Plan Obtain all permits and approvals for construction of the Improvements Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit Obtain all debt and equity financing for the construction of the Improvements on 90 Unit Site Commencement of Construction. Developer shall commence construction of the Improvements. [Section 5.1] Completion of Construction. Developer shall complete construction of the Improvements. Issuance - Certificate of Completion. Agency shall issue Developer a Certificate of Completion. [Section 5.14] DEADLINE September 29, 2009 December 1, 2011 December 1, 2011 December 1, 2011 December 1, 2011 December 1, 2011 15 months after commencement of construction. Not later than 10 days after Developer's request and upon determination by Agency that the improvements have been completed in conformance with this Agreement. Closing of any permanent loan(s) needed for the 21 months after commencement of 90 Unit Site construction. Entire Site 1. On or before the date that is one hundred and twenty (120) days after the close of Escrow, Developer must obtain and deliver to the City new subdivision improvement bonds for the Site and Development. 2. On or before the date that is one hundred and twenty (120) days after the Close of Escrow, Developer shall subdivide the Site into the 20 Unit Site and one or more additional parcels. ATTACHMENT NO. 3 SCHEDULE OF PERFORMANCE Page 2 of 2 ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT Construction of 110 multi -family affordable rental units (to be managed initially by BRIDGE Property Management Company). 90 Unit Site The Improvements on the 90 Unit Site includes nine residential buildings, a management and maintenance office, and recreation facilities including a swimming pool, community room, green space, and outdoor play areas for children. The residential buildings will be two stories consisting of five unit types designed to meet the needs of various families. The units range from 690 square feet to 1,117 square feet in size and offer one, two and three bedroom floor plans. The project will have 90 private garages parking spaces, 20 tandem/driveway spaces and 91 open spaces (including handicapped spaces) (total 201) for residents, management employees, and guests. Each unit will have an assigned garage as well as one open parking space available. 20 Unit Site The Improvements on the 20 Unit Site will consist of 20 multi -family affordable housing units, including three residential buildings previously entitled and partially constructed for a senior condominium community. The Developer will complete the construction of these three buildings as well as a 1,622 square foot community center with a swimming pool. The residential buildings are two stories consisting of five different unit types ranging in size from 1,500 to 2,300 square feet. The Improvements on the 20 Unit Site will include 26 garage parking spaces and 5 guest spaces (31 total). This Scope of Development is subject to revisions by the Developer and the Executive Director to reflect the result of the prospective discussions described in the last sentence of Section 2.1 above. 11087-0009\1174236v4.doc ATTACHMENT NO. 4 SCOPE OF DEVELOPMENT -1- ATTACHMENT NO. 5 CERTIFICATE OF COMPLETION Recording Requested By and When Recorded Mail To: Temecula Redevelopment Agency of the 43200 Business Park Drive Temecula, California 92590 Attn: (Space Above For Recorder's Use) This document is exempt from the payment ofa recording fee pursuant to Government Code Section 27383 CERTIFICATE OF COMPLETION This CERTIFICATE OF COMPLETION ( "Certificate") is made this day of 20_, by the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") in favor of ("Developer"). A. Agency and Developer entered into that certain Owner Participation and Loan Agreement dated as of ("OFA"). All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the OPA. B. Pursuant to the OPA, the Developer agreed to construct certain "Improvements" on the Project Site described in the OPA. The OPA provides, in Section 5.15 thereof, that the Agency shall fumish the Developer with a recordable Certificate of Completion upon satisfactory completion of all of the Improvements in accordance with the OPA. C. Agency has determined that the construction of the Improvements on the Project Site has been satisfactorily performed in accordance with the OPA. NOW, THEREFORE, Agency certifies as follows: • 1. The construction of the Improvements on the satisfactorily performed and completed in accordance with the OPA. Site has been 2. This Certificate constitutes a conclusive determination of the satisfactory completion of the construction of the Improvements in accordance with the OPA 3. This Certificate shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder ofa mortgage, or deed of trust or any insurer of a mortgage, or deed of trust securing money loaned to finance the Developer or any part thereof. ATTACHMENT NO. 5 CERTIFICATE OF COMPLETION 4. This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093. 5. Except as stated herein, nothing contained in this instrument shall modify in any way any provisions of the OPA or any other provisions of the documents incorporated herein. IN WITNESS WHEREOF, Agency has executed this Certificate as of the day and year first above written. AGENCY: TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Printed Name: Title: ATTEST: Agency Secretary APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON, A Professional Corporation Agency General Counsel Bruce W. Galloway ATTACHMENT NO. 5 CERTIFICATE OF COMPLETION State of California County of On ACKNOWLEDGMENT ) before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ATTACHMENT NO. 5 CERTIFICATE OF COMPLETION EXHIBIT A To Certificate of Completion LEGAL DESCRIPTION ATTACHMENT NO. 5 CERTIFICATE OF COMPLETION ATTACHMENT NO. 6 FORM OF REGULATORY AGREEMENTS WITH RIGHT OF FIRST OFFER, AND PURCHASE OPTION Recording Requested By and When Recorded Mail To: Temecula Redevelopment Agency P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk's Office APN: 959-080-022-5 (Space Above For Recorder's Use) This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383 REGULATORY AGREEMENT, RIGHT OF FIRST OFFER, AND PURCHASE OPTION This REGULATORY AGREEMENT, RIGHT OF FIRST OFFER, AND PURCHASE OPTION ("Agreement") is dated as of this 29th day of September, 2009, by and between the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). WHEREAS, capitalized terms used in this Regulatory Agreement are as defined in the OPA; and WHEREAS, Developer owns that certain real property located in the County of Riverside, California more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference, and which, together with the improvements more or hereafter existing thereon, is collectively referenced to herein as the "Project Site"; and WHEREAS, pursuant to the OPA, Developer plans to construct one hundred and ten (110) housing units on the Project Site (the "Development"), fifty-six (56) of which (pursuant to this Agreement) are to be leased exclusively affordable to Moderate Income Households for 55 years after they are completed, and fifty-four (54) of which shall be leased exclusively to Very Low Income Households for 55 years after they are completed, as described in the OPA and herein and twenty (20) of such moderate and very low income units shall be leased exclusively to Senior Households; and WHEREAS, OPA provides for Agency to make a loan to Developer to facilitate the completion of the development, but the closing of such loan is conditioned upon the execution and recordation of this Agreement. 11087-0009\1174236v4.doc -1- NOW, THEREFORE, AGENCY, AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Developer covenants and agrees (for itself, its successors, assigns, and every successor in interest to the Project Site or any part thereof) that during construction and thereafter, Developer, successors, and assigns shall devote the Project Site (or any part thereof), to the uses specified therefor in the Redevelopment Plan and this Agreement, the OPA, and shall not devote the Project Site to any uses which are inconsistent with this Agreement and applicable City land use entitlements for the Project Site and Improvements. As set forth in the OPA, Developer shall develop on the Project Site the Development, as more specifically described in the Scope of Development attached to the OPA. 2. In addition to the capitalized terms in the OPA, the following terms shall have the indicated meanings: (a) "Affordable Rent" shall have the meaning set forth in California Health and Safety Code Section 50053(b) and Title 25 of the California Code of Regulations Section 6922. (b) "Executive Director" shall mean the Executive Director of the Agency, or his or her designee. (c) "Area -wide Median Income" shall mean the median family income (adjusted for family size) for Riverside County area as annually published by the United States Department of Housing and Urban Development ("HUD") pursuant to Section 8 of the United States Housing Act of 1937, as amended, whichever is lower. If HUD ceases annually to publish median incomes, the parties will agree upon an adequate substitute manner for determining Area - wide Median Income. (d) "Executive Director" shall mean the Executive Director of Agency, or his or her designee. (e) "Developer" shall mean Summerhouse Housing Associates, L.P., a California limited partnership, its successors and assigns, and all successors to any interest in the Project Site. (0 "Moderate Income Households" shall mean "persons and families of moderate income" as described in California Health & Safety Code Section 50093(b) and Title 25 of the Califomia Code of Regulations Sections 6930 and 6932. (g) "Senior Households" shall mean households consisting of persons at least 62 years of age or older, subject to applicable law, including the Fair Housing Act (42 U.S.C. Section 3601, et. seq.) and 24 Code of Federal Regulations Section 100.204, the California Fair Employment and Housing act (California government Code Section 12900 et. seq.) and the Unruh Civil Rights Act (California Civil Code Section 51 et. seq.). (h) "Very Low Income Households" shall have the meaning set forth in California Health & Safety Code Section 50093 and 50105 and Title 25 of the California Code of Regulations Section 6926 and 6932. 11087-0009\1174236v4.doc -2- 3. Developer shall assure that fifty-six (56) of the units in the Development are used, operated, occupied, and rented and/or leased exclusively to Moderate Income Households at Affordable Rents, fifty-four (54) of the units in the Development will be used, operated, occupied and rented and/or leased exclusively to Very Low Income Households at Affordable Rents, and twenty (20) of the units will be used, operated, occupied and rented and/or leased exclusively to Senior Households at Affordable Rents (the "Restricted Units"). Twenty (20) of the units rented to Moderate Income Households shall be located on the 20 Unit Site (as defined in the OPA). The Restricted Units rented to the Moderate Income Households shall consist of 20 one bedroom units, 23 two bedroom Units and 13 three bedroom units. The Restricted Units rented to the Very Low Income Households shall consist of 13 one bedroom units, 20 two bedroom units and 21 three bedroom units. 4. Developer shall submit an annual report ("Annual Report") to Agency and Commission, which contains the information required by Health and Safety Code Section 33418, and all information necessary for the Agency to comply with Health and Safety Code Sections 33080.4, 50067 and 19903. The Annual Report shall include information for each and all of the rental units, including: (a) move -in date, (b) rental rate, (c) household income, (d) family size for each unit, all for the applicable annual reporting period. The household income information shall be supplied by the tenant household in a certified statement on a form provided by Agency, or by the form used by the Tax Credit Allocation Committee (provided it includes information sufficient to enable the Agency to verify Developer's compliance with this Agreement). Developer shall submit the Annual Report on or before the first September 1 following the issuance and recording of the Certificate of Completion for the Development and each September 1 thereafter for the term of this Agreement. 5. (a) Pursuant to the OPA, Developer is required to submit to the Executive Director a Management Plan for the Development in a form acceptable to the Executive Director, and including but not limited to, the components listed in Section 6.3 of the OPA.. The Management Plan, including approved amendments, shall remain in effect for the term of this Agreement. The Management Plan and any of its component plans or agreements may be amended by Developer only with the prior approval of the Executive Director. (b) If at any time during the term of this Agreement the Agency Executive Director determines that the Development is not being managed or maintained in a manner consistent with well-managed housing developments or in violation of the OPA or the approved Management Plan, the Executive Director may send written notice thereof to Developer, describing the manner in which management of the Development is not being satisfactorily maintained. If Developer fails to cure the failure within thirty (30) days after such written notice, then the Executive Director may require Developer to change management practices or to terminate the management contract and retain a di fferent management agent, approved by Executive Director. The management agreement shall include a provision that it shall be subject to termination by Developer without penalty, upon not less than thirty (30) days prior written notice, if Agency shall request Developer (i) to exercise such right of termination, and (ii) to make immediate arrangements satisfactory to Agency for continuing management of the Development. Developer may change the management agent at any time, with the prior written approval of the Executive Director. 6. After the issuance of a Certificate of Completion for the Development, as provided in Section 5.14 of the OPA, Developer shall not make or permit to be made any 11087-0009U174236v4.doc -3- material structural additions or modifications to the exterior of any of the improvements required to be constructed on the Project Site pursuant to the OPA, or permit a use other than as set forth herein, without the prior written consent of Agency. 7. During construction and thereafter, Developer shall maintain the Improvements on the Project Site and shall keep the Project Site free from any accumulation of debris or waste materials. Maintenance shall include the interior and exterior of Project Site and Improvements in a decent, safe and sanitary manner, and the standard of maintenance of rental apartment projects Affordable to Moderate Income Households within Riverside and San Diego Counties. If at any time Developer fails to maintain the Project Site and Improvements in accordance with this Agreement and such condition is not corrected within five (5) days after written notice from Executive Director with respect to graffiti, debris, waste material, and general maintenance, or thirty (30) days after written notice with respect to landscaping and building improvements, then Agency, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Project Site and perform all acts and work necessary to protect, maintain, and preserve the Project Site and Improvements and landscaped areas thereon, and to attach a lien upon the Project Site, or to assess the Project Site, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by Agency and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to Agency upon demand. (a) Developer shall also maintain in good condition any landscaping required to be planted under the Scope of Development. All landscaping areas shall be maintained in a healthy condition and be cared for in a regular manner with an ongoing maintenance schedule. Landscaping shall be irrigated as needed. (b) The Development shall be maintained in good condition at all times. Driveways and walkways shall be smooth, free of undue cracks or potholes; they shall be clean and free of debris. The grounds shall be well kept, mowed and trimmed and free of debris. Regular trash removal shall also include the removal of any debris or foreign materials from the grounds. (c) All lights and fixtures shall be kept in good working order. (d) All residential structures and garages shall be well-maintained and attractive. The condition of the structures shall be inspected periodically to ensure compliance. (e) Private patio areas and balconies shall be maintained and not be used for storage. (f) All carports and garages shall be maintained for parking of operable vehicles and shall not be used for storage or for inoperable vehicles. 8. Developer covenants and agrees for itself, its successors, assigns and every successor in interest to the Project Site or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, creed, national origin, ancestry, physical handicap, medical condition, age (except as permitted by law), marital status, or sex in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project Site nor shall Developer itself, or any person claiming under or through 11087-0009\I 174236v4.doc -4- it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Project Site. All deeds, leases or contracts entered into by Developer that relate to the Project Site or any portion thereof shall contain and be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.1 1, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (2) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 11087-0009\ I I 74236v4.doc -5- (3) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 9. In amplification and not in restriction of the provisions set forth herein above, it is intended and agreed that Agency shall be deemed a beneficiary of the covenants and agreements provided herein above both for and in their own right and also for the purposes of protecting the interests of the community and the Project Area. All covenants without regard to technical classification or designation shall be binding for the benefit of Agency, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is, has, or remains an owner of any land or interest therein to which such covenants relate. Agency shall have the right, in the event of any breach of any such covenant or agreement, after delivery of notice and expiration of the cure period discussed in the OPA, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach of covenant or agreement(s). 10. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by the OPA; provided however, that any subsequent Developer of the Project Site shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such Developer's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 11. After the issuance of the Certificate of Completion, Developer shall continue to maintain insurance for the Development and Project Site as required by the OPA (Section 5.8), or as subsequently modified by the Executive Director or his risk management designees and such shall remain in effect for the full term of the this Agreement. 12. After the issuance of the Certificate of Completion the indemnification provisions of the OPA shall remain in full force and effect as to Losses and Liabilities between and among Agency, City, and Developer and such shall remain in effect for the full term of this Agreement. 13. The covenants established in this Agreement shall, without regard to technical 11087-0009 11 I 74236 v4.doc -6- classification and designation, be binding on Developer and any successor in interest to the Project Site or any part thereof for the benefit and in favor of Agency and its successors and assigns, and the City. Except as set forth below, the covenants contained in this Agreement shall remain in effect for fifty-five (55) years after recordation of a Certificate of Completion for the Development. The covenants against discrimination (as described in Paragraph 8) shall remain in perpetuity. 14. AGENCY RIGHT OF FIRST OFFER In consideration for Agency entering into the OPA, and for other good and valuable consideration received by Developer, Developer hereby grants to Agency the right to make Developer a first offer to purchase the Project Site if the Developer desires to transfer the Property ("First Offer Right") at the Agency Purchase Price (defined in the immediately following sentence). The "Agency Purchase Price" shall be the fair market value of the Project Site, as determined by an appraisal prepared by an independent appraiser reasonably agreed upon by the Agency and the Developer who has at least ten (10) years experience appraising residential developments in Riverside County (and Agency and Developer shall each pay 50% of the cost of the appraisal). The Agency may credit outstanding principal balance of and accrued interest on the Agency Loan made to Developer under the OPA against the purchase price. The First Offer Right shall be subordinate to the option and right of first refusal granted to the managing general partner of Developer, or its affiliate, and described in Developer's limited partnership agreement, as amended (the "Tax Credit Option"). The First Offer Right shall continue until the first (1st) anniversary of the maturity of the Agency Loan ("First Offer Term"). The First Offer Right shall survive the expiration of the Term of this Regulatory Agreement. Prior to listing the Project Site for sale, marketing the Project Site for sale, or soliciting any offers for sale of the Project Site, or if an unsolicited offer is received then prior to negotiating with the offeror and provided Developer desires to transfer the Project Site, Developer shall promptly notify the Agency in writing (the "Developer Intent to Transfer Notice"). In the event that the Developer delivers the Developer Intent to Transfer Notice to the Agency during the term of the Tax Credit Option, the purchase price under the Agency First Offer Right shall be at least equal to the "debt plus taxes" price under the Tax Credit Option. The Agency may exercise the First Offer Right by delivering Notice to Developer of the Agency's desire to acquire fee title to the Project Site from Developer pursuant to the First Offer Right ("Notice of First Offer Exercise") within sixty (60) days after receiving the Developer Intent to Transfer Notice. The Notice of First Offer Exercise shall be accompanied by a form of purchase and sale agreement acceptable to Agency for Developer's review and reasonable approval. The escrow for the conveyance of fee title to the Project Site from Developer to Agency shall close within sixty (60) days after the date of the Notice of First Offer Exercise. Developer shall convey the Project Site to the Agency free of all liens securing monetary or performance obligations of the Developer, except for liens for property taxes and assessments not yet due, and free from all other encumbrances not approved by Agency and not shown in Agency's lender's title policy as being prior and superior to Agency's deed of trust. 11087-0009\ l 174236v4.doc -7- If the Agency does not exercise its Right of First Offer, and the Developer does not sell the Project Site within one hundred fifty (150) days thereafter, then this Section 15 (including this sentence) shall again apply, such that the Agency's Right of First Offer shall be periodically reinstated whenever the Developer does not timely consummate a sale. 15. AGENCY PURCHASE OPTION In consideration for Agency entering into the OPA and for other good and valuable consideration received by Developer, Developer hereby grants to Agency the exclusive right and option to purchase the Site at the Agency Purchase Price (defined in the immediately following sentence) ("Purchase Option"). The "Agency Purchase Price" shall be the fair market value of the Site, as determined by an appraisal prepared by an appraiser reasonably selected by Agency and Developer who has at least 10 years experience appraising residential developments in Riverside County. The Agency may credit outstanding principal balance of and accrued interest on the Agency Loan made to Developer under the OPA against the Agency Purchase Price. The Purchase Option shall commence on the date that is fifty-five (55) years after the recordation of a Certificate of Completion of the Development (executed by the Agency) and shall continue until the date that is two (2) years thereafter ("Purchase Option Term"). The Purchase Option shall survive the expiration of the Term of this Regulatory Agreement. The Agency may exercise the Purchase Option by delivering Notice to Developer of the Agency's desire to acquire fee title to the Site from Developer pursuant to the Option ("Notice of Purchase Option Exercise") during the Purchase Option Term. The Notice of Purchase Option Exercise shall be accompanied by a form of purchase and sale agreement acceptable to Agency for Developer's review and reasonable approval. The escrow for the conveyance of fee title to the Site from Developer to Agency shall close within sixty (60) days after the of the Notice of Option Exercise. Owner shall convey the Site to the Agency free of all liens securing monetary or performance obligations of the Developer, except for liens for property taxes and assessments not yet due, and free from all other encumbrances not approved in writing by Agency and not shown in Agency's lender's title policy as being prior and superior to Agency's deed of trust. 16. Developer and Agency shall operate a "Summerhouse Quality Assurance Committee" ("Committee") consisting of seven (7) people consisting of one (1) employee or officer of Developer or Bridge Housing Corporation selected by Developer, the Planning Director of the City of Temecula, the Police Chief of the City of Temecula, two (2) residents of the City of Temecula selected by the Agency, and two (2) residents of the Development selected by BRIDGE. After completion of the Development on the 20 Unit Site, the Committee shall meet at least twice each calendar year at times scheduled by the Agency, or more frequently if decided by the Committee, in order to review the most recent Annual Report and other information submitted by Developer regarding the Development and the overall management and performance of the Development and shall make recommendations to the Developer and Agency as to how to improve management and performance of the Development. The meetings of the Committee shall be held in accordance with the Ralph M. Brown Act, Government Code Section 54950 et. seq. In order to protect the privacy of residents, certain information deemed confidential that may be shared with the Agency as part of the Annual Report shall not be available to the Committee. 17. Developer and the manager for the Development shall participate in and comply 11087-0009\1174236v4.doc -8- with the City of Temecula "Crime Free Multi -Family Housing Program" with respect to the Development on the Site. 11087-000911174236v4.doc -9- IN WITNESS WHEREOF, Agency and Developer have executed this Agreement as of the date first set forth above. ATTEST: Agency Secretary APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON Bruce W. Galloway Agency Counsel "AGENCY": TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic By: Print Name: Title: "DEVELOPER": SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Print Name: Title: 1 1087-000911 174236v4.doc - 10 - ACKNOWLEDGMENT State of California ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of California ) ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public 11087-0009\ 1174236v4.doc -11- EXHIBIT A to Agency Regulatory Agreement LEGAL DESCRIPTION OF PROJECT SITE The land in the City of Temecula, County of Riverside, State of California, described as follows: TENTATIVE PARCEL MAP NO. 36219, BEING A SUBDIVISION OF THE FOLLOWING: LOTS 1, A AND B OF TRACT NO. 33891 AS SHOWN ON FILE BOOK 424 PAGES 82 THROUGH 84 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.' APNs: 959-080-022-5 and 959-080-023-6 11087-000911174236v4.doc -12- ATTACHMENT NO. 7 FORM OF AGENCY PROMISSORY NOTE PROMISSORY NOTE SECURED BY DEED OF TRUST $8,438,595.00 Temecula, California 3% Simple Interest 2009 FOR VALUE RECEIVED, SUMMERHOUSE HOUSING ASSOCIATES, L.P. , a California limited partnership ("Borrower") hereby promises to pay to the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), or order, a principal amount not to exceed EIGHT MILLION FOUR HUNDRED THIRTY-EIGHT THOUSAND FIVE HUNDRED NINETY-FIVE AND NO/100 DOLLARS ($8,438,595.00) or so much thereof as may be advanced by Agency to the Borrower pursuant to that certain Owner Participation and Loan Agreement dated September 22, 2009 between the Borrower and Agency ("OPA"), plus interest as provided below. Unless, defined differently herein, all defined terms shall have the meaning set forth in the OPA. This Note is made pursuant to the terms of the OPA, a Regulatory Agreement of even date herewith (the "Regulatory Agreement") and a deed of trust (the "Agency Trust Deed") of even date herewith given by the Borrower to Agency for the purpose of securing this Note (collectively, "Agency Agreements"). The Agency Agreements are public records on file in the offices of Agency, and the provisions of these documents are incorporated herein by this reference. 1. This Note evidences the obligation of the Borrower to Agency for the repayment of funds loaned to the Borrower by Agency ("Agency Loan"), to assist in financing the acquisition and redevelopment of the real property described in the Agency Trust Deed ("Project Site"). 2. The Agency Loan shall accrue three percent (3%) simple interest, commencing on the date of this Note. 3. Principal and accrued interest shall be repaid as described in Section 7.2.3 of the OPA. Additionally, all principal and accrued interest shall, at the election of the Agency with or without notice, become due and payable immediately if the Development or the Site, or any portion thereof or interest therein, is sold, transferred, assigned or refinanced without the prior written approval of Agency (except for leases that comply with the Regulatory Agreement), or if the OPA is terminated pursuant to the provisions thereof, or in the event of any default under the Regulatory Agreement that is not cured within the applicable time limits. All principal and accrued interest on the Agency Loan shall be repaid fifty-five (55) years from the date of the issuance of a Certificate of Completion by the Agency under the OPA for the Development. 4. This Note is payable at the principal office of Agency, 43200 Business Park Drive, Temecula, California 92590, Attn: , or at such other place as the holder hereof may inform the Borrower in writing, in lawful money of the United States. 5. The Borrower waives presentment for payment, demand, protest, and notices of 11087-000911174236v4.doc -1- dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice. The Borrower hereby agrees to pay all costs and expenses, including reasonable attorney's fees, which may be incurred by the holder hereof, in the enforcement of this Note or any term or provision hereof. 6. This Note is nonrecourse to Borrower. Neither the Borrower, nor any general or limited partner of the Borrower, shall have any direct or indirect personal liability for payment of the principal of, and interest on, the Loan or the performance of the covenants of the Borrower under the OPA, the Note, and the Deed of Trust. The sole recourse of the Agency with respect to the principal of, and interest on, the Note and defaults by Borrower in the performance of its covenants under the OPA, the Note, and the Deed of Trust shall be to the property described in the Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Agency hereunder, or (b) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; and further, nothing contained herein is intended to relieve the Borrower of liability for (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the property that are payable or applicable prior to any foreclosure undei the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by Borrower other than in accordance with the Deed of Trust; or (iv) the misappropriation of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the property. BORROWER: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Print Name: Title: 11087-0009\1174236v4.doc -2- ATTACHMENT NO. 8 FORM OF AGENCY DEED OF TRUST Recording Requested By and When Recorded Mail To: Temecula Redevelopment Agency 43200 Business Park Drive Temecula, CA 92590 Attn: This document is exempt ['tom clic payment of :r recording fcc pursuant to Government Code Section 27383. • DEED OF TRUST With Assignment of Rents, Security Agreement, and Fixture Filing This DEED OF TRUST is made this 2009, by and between ("Trustor"), FIDELITY NATIONAL TITLE COMPANY ("Trustee"), and the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Beneficiary"). Trustor grants, transfers, and assigns to Trustee in trust, upon the trusts, covenants, conditions and agreements and for the uses and purposes hereinafter contained, with power of sale, and right of entry and possession, all of Trustor's interest in that real property in the County of Riverside, State of California, described in Exhibit "A" attached hereto and incorporated herein by this reference; Together with the rents, issues, and profits thereof, subject, however, to the right, power, and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits; and together with all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot-water boilers, stoves, ranges, elevators and motors, bath tubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be deemed to be perinanently affixed to and a part of the realty; and Together with all building materials and equipment now or hereafter delivered to the premises and intended to be installed therein; and. Together with all articles of personal property owned by the Trustor now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the lands described which are necessary for the comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all 11087-0009\I 174236v4.doc -1- other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the building or buildings in any manner. To have and to hold the property hereinbefore described together with appurtenances to the Trustee, its or his successors and assigns (the "Property"). FOR THE PURPOSE of securing and securing payment of indebtedness of the Trustor to the Beneficiary in the principal sum of $ , as evidenced by that certain promissory note ("Note") of even date herewith and all modifications thereof. The Note is executed pursuant to that certain Owner Participation and Loan Agreement dated September 22, 2009 between Trustor and Beneficiary (the "OPA"). AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: 1. That it faithfully perform each and every covenant contained in the Agreements; 2. That it will not permit or suffer the use of any of the Property for any purpose other than the use described in the Agreements as they may be amended from time to time. 3. That all rents, profits and income from the Property are hereby assigned to the Beneficiary for the purpose of securing the obligations of Trustor pursuant to the Agreements. Permission is hereby given to Trustor so long as no default exists hereunder, to collect such rents, profits and income for use in accordance with the provisions of the Agreements. 4. That upon default hereunder or under the aforementioned Agreements, remaining uncured after thirty (30) days from receipt of written notice thereof from Beneficiary, or, if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then the Trustor has not commenced a cure within the 30 -day period and thereafter diligently prosecuted such cure to completion, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the Property and operate same and collect the rents, profits and income therefrom; 5. That the Trustor will keep the improvements now existing or hereafter erected on the Property insured against loss by fire and such other hazards, casualties, and contingencies as may be required from time to time by the Beneficiary (earthquake insurance not required), and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. In no event shall the amounts of coverage be less than one hundred (l00%) percent of the insurable value or not less than the unpaid balance of the insured Deed of Trust, whichever is less, and in default thereof the Beneficiary shall have the right to effect insurance. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary; 6. To pay, before delinquency, any taxes and assessments affecting the Property including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on the Property or any part thereof which appear to be prior or superior hereto; all costs, fees, and expenses of this Trust; 7. To keep the Property in good condition and repair, not to remove or demolish any 11087-0009\1174236v4.doc -2- buildings thereon unless authorized by the Agreements; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon, whether or not insurance proceeds are available to cover any part of the cost of such restoration and repair; to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting the Property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in violation of law and/or covenants, conditions and/or restrictions affecting the Property; not to permit or suffer any substantial alteration of or addition to the buildings or improvements hereafter constructed in or upon the Property without the consent of the Beneficiary; 8. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear; 9. Should Trustor fail to do any act as herein provided, then Beneficiary or Trustee, but without obligation to do so and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon the Property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest, or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees; 10. The Beneficiary shall have the right to pay fire and other property insurance premiums when due should Trustor fail to make any required premium payments. All such payments made by the Beneficiary shall be added to the principal sum secured hereby; 11. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditures at the rate of the Eleventh Federal Reserve District Cost of Funds; 12. The Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the Property any lien or liens except as permitted by the terms of the Promissory Note and Loan Agreement and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the rehabilitation or construction of any and all buildings now being rehabilitated or constructed or to be rehabilitated or constructed on the Property, or will cause the release of or will provide a bond against any such liens within ten (10) days of Trustor's receipt of notice of the lien or liens. Nothing herein contained shall be deemed to prohibit the Trustor from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Trustor; 13. That the improvements upon the Property, and all plans and specifications, comply with all municipal ordinances and regulations and all other regulations made or promulgated, now or hereafter, by lawful authority, and that the same will comply with all such municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office; 11087-000911 I 74236v4.doc -3- IT IS MUTUALLY AGREED THAT: 14. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, the Beneficiary shall be entitled subject to the rights of the holder of the first deed of trust to all compensation, awards, and other payments or relief therefor, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds, including the proceeds of any policies of fire and other insurance affecting the Property, are hereby assigned to the Beneficiary subject to the rights of the holder of the first deed of trust. After deducting therefrom all its expenses, including attorneys' fees, and if Trustor is not in default, Beneficiary shall apply alt. such proceeds to restoring the Property, or in the event of Trustor's default or in the event Trustor determines not to rebuild, the Beneficiary shall retain the proceeds to the extent of the amount of principal and interest due under the Note. Any balance of such proceeds still remaining shall be disbursed by the Beneficiary to the Trustor. 15. Upon default by Trustor in making any payments provided for herein or in the promissory note secured hereby, or if Trustor shall fail to perform any covenant or agreement in this Deed of Trust after receiving thirty (30) days prior written notice of such failure from Beneficiary, and if such default is not cured within thirty (30) days after receipt of written notice thereof from Beneficiary, or, if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then the Trustor has not commenced a cure within the 30 - day period and thereafter diligently prosecuted such cure to completion, the Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and the Beneficiary may foreclose this Deed of Trust in the manner provided by law. Beneficiary shall also deposit with Trustee this Deed, the notes and all documents evidencing expenditures secured hereby; 16. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its Deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (l) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee's fees or attorneys' fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and/or 11087-0009\ I 174236v4.doc -4- other evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed, if the latter is not paid by buyer; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the rate specified in the notes; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto; 17. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee; 18. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed is hereby waived to the full extent permissible by law; 19. Upon written request of Beneficiary stating that all obligations secured hereby have been performed, and upon surrender of this Deed of Trust to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto"; 20. The trust created hereby is irrevocable by Trustor; 21. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunder but also any future Developer and holder including pledges, of the notes secured hereby. In this Deed, whenever the context so requires, the masculine gender includes the feminine, and the singular number includes the plural; 22. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee; 23. The Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to it at the address provided in the OPA or to such other address as Trustor may provide in writing to Trustee from time to time. 24. All principal and accrued interest under the Promissory Note shall, at the election of Beneficiary with or without notice, become due and payable immediately if the Property, or any portion thereof or interest therein, is sold, transferred, assigned or refinanced without the prior written approval of Beneficiary. 11087-0009\ 1174236v4.doc -5- 25. The Loan is nonrecourse to Borrower. Neither the Borrower, nor any general or limited partner of the Borrower, shall have any direct'or indirect personal liability for payment of the principal of, and interest on, the Loan or the performance of the covenants of the Borrower under the OPA, the Note, and the Deed of Trust. The sole recourse of the Agency with respect to the principal of, and interest on, the Note and defaults by Borrower in the performance of its covenants under the OPA, the Note, and the Deed of Trust shall be to the property described in the Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Agency hereunder, or (b) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; and further, nothing contained herein is intended to relieve the Borrower of liability for (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by Borrower other than in accordance with the Deed of Trust; or (iv) the misappropriation of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the property. IN WITNESS WHEREOF the Trustor has executed this Deed of Trust as of the day and year set forth above. TRUSTOR/DEVELOPER By: Print Name: Title: 11087-0009\1174236v4.doc -6- ACKNOWLEDGMENT State of California ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public ACKNOWLEDGMENT State of California ) County of ) On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/herltheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _ (Seal) Signature of Notary Public 11087-000911174236v4.doc -7- EXHIBIT A To Agency Deed of Trust LEGAL DESCRIPTION 11087-0009\I 174236v44oc -8- 1. Direct Costs Off Site Improvements On -Sites / Landscaping Shell Construction Contingency Total Direct Costs II. Indirect Costs Architecture and Engineering Permits and Fees Legal and Accounting Taxes and Insurance Developer Fee Marketing / Lease Up Appraisal / Market Study Contingency Total Indirect Costs III. Financing Costs Loan Fees City Deferred Interest Interest During Construction Interest During Lease -Up Title/Recording/Escrow TCAC Fees/Audit/Cost Cert Syndication Fees Operating Lease Up /Reserves Total Financing Costs IV Total Development Costs Excluding Land V. Acquisition Costs Land Acquisition Costs Land Related Costs Total Acquisition Costs Total Development Costs ATTACHMENT NO. 9 PROJECT/LOAN BUDGETS 20 Unit Project $0 $305,561 $1,301,017 $112,729 $1,719,307 $115,000 $0 $0 $48,727 $200,000 $40,000 $0 $0 $403,727 $0 $0 $0 $0 $0 $0 $0 $0 $0 90 Unit Project $0 $1,375,026 $9,543,621 $507,282 $11,425,929 $663,500 $2,320,648 $30,000 $188,773 $1,400,000 $165,000 $30,000 $380,563 $5,178,484 $167,129 $85,554 $450,652 $375,544 $35,000 $97,902 $82,000 $202,552 $1,496,333 Total $0 $1,680,587 $10,844,638 $620,011 $13,145,236 $778,500 $2,320,648 $30,000 $237,500 $1,600,000 $205,000 $30,000 $380,563 $5,582,211 $167,129 $85,554 $450,652 $375,544 $35,000 $97,902 $82,000 $202,552 $1,496,333 $2,123,034 $18,100,746 $20,223,781 $1,484,892 $139,695 $1,624,587 $3,747,621 11087-0009\1174236v4.doc - 1 - $3,265,108 $283,707 $3,548,815 $21,649,561 $4,750,000 $423,401 $5,173,401 $25,397,182 Total Per Unit $0 $15,278 $98,588 $5,636 $119,502 $7,077 $21,097 $273 $2,159 $14,545 $1,864 8273 $3,460 $50,747 81,519 $778 $4,097 $3.414 $318 $890 $745 $1,841 $13,603 $183,853 $43,182 $3,849 $47,031 $230,883 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Temecula Redevelopment Agency P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk's Office APNs: 959-080-022-5 and 959-080-023-6 DOC # 2011-0137852 03/29/2011 01:04P Fee:NC Page 1 of 13 Recorded in Official Records County of Riverside Larry 11. uard Assessor, County Clerk 8 Recorder X111111111111HII����I1011IIX111111!III111111111X111 S R U PAGE SIZE DA MISC LONG 1 RFD COPY 13 M A L 465 426 PCOR NCOR SMF N CHGy EXAM ()30 IT. CTY UNI This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. AMENDED AND RESTATED REGULATORY AGREEMENT, RIGHT OF FIRST OFFER, AND PURCHASE OPTION This AMENDED AND RESTATED REGULATORY AGREEMENT, RIGHT OF FIRST O11 -'LR, AND PURCHASE OPTION ("Agreement") is dated as of March 10, 2011, and is entered into by and between the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). WHEREAS, capitalized terms used but not defined in this Regulatory Agreement are as defined in that certain Owner Participation and Loan Agreement dated September 22, 2009, as amended by a First Amendment to Owner Participation and Loan Agreement dated July 22, 2010, a Second Amendment to Owner Participation and Loan Agreement dated October 12, 2010 and Third Amendment to Owner Participation and Loan Agreement dated March 10, 2011 (the "OPA"); and WHEREAS, Developer owns that certain real property located in the County of Riverside, California more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference, and which, together with the improvements more or hereafter existing thereon, is collectively referenced to herein as the "Project Site"; and WHEREAS, pursuant to the OPA, Developer has constructed twenty (20) housing units on the Site (referred to as "Phase I" in the OPA) and, including such units, plans to construct a total of one hundred and ten (110) housing units on the Project Site (the "Development"); WHEREAS, pursuant to the OPA, Agency and Developer entered into a Regulatory Agreement, Right of First Offer and Purchase Option dated September 29, 2009, which was recorded on September 29, 2009 as Document No. 2009-0503715 of the Official Records of the County of Riverside (the "Initial Regulatory Agreement"); WHEREAS, the Third Amendment to Owner Participation and Loan Agreement amends the OPA to, among other things, specify the allocations of affordable units among Phase 1, Phase 2 and Phase 3 of the Development; and -1- 11087-0028 \ 1- 11087-0028\ 13 3603 3 v 1. doc WHEREAS, Agency and Developer desire to amend and restate the Regulatory Agreement to reflect such allocation (and upon the recordation hereof, the Initial Regulatory Agreement shall be of no further force or effect). NOW, THEREFORE, AGENCY, AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: 1. Developer covenants and agrees (for itself, its successors, assigns, and every successor in interest to the Project Site or any part thereof) that during construction and thereafter, Developer, successors, and assigns shall devote the Project Site (or any part thereof), to the uses specified therefore in the Redevelopment Plan and this Agreement, the OPA, and shall not devote the Project Site to any uses which are inconsistent with this Agreement and applicable City land use entitlements for the Project Site and Improvements. As set forth in the OPA, Developer shall develop on the Project Site the Development, as more specifically described in the Scope of Development attached to the OPA. 2. In addition to the capitalized terms in the OPA, the following terms shall have the indicated meanings: (a) "Affordable Rent" shall have the meaning set forth in California Health and Safety Code Section 50053(b) and Title 25 of the California Code of Regulations Section 6922. (b) "Executive Director" shall mean the Executive Director of the Agency, or his or her designee. (c) "Area -wide Median Income" shall mean the median family income (adjusted for family size) for Riverside County area as annually published by the United States Department of Housing and Urban Development ("HUD") pursuant to Section 8 of the United States Housing Act of 1937, as amended, whichever is lower. If HUD ceases annually to publish median incomes, the parties will agree upon an adequate substitute manner for determining Area - wide Median Income. (d) "Executive Director" shall mean the Executive Director of Agency, or his or her designee. (e) "Developer" shall mean Summerhouse Housing Associates, L.P., a California limited partnership, its successors and assigns, and all successors to any interest in the Project Site. (f) "Moderate Income Households" shall mean "persons and families of moderate income" as described in California Health & Safety Code Section 50093(b) and Title 25 of the California Code of Regulations Sections 6930 and 6932. (g) "Senior Households" shall mean households consisting of persons at least 62 years of age or older, subject to applicable law, including the Fair Housing Act (42 U.S.C. Section 3601, et. seq.) and 24 Code of Federal Regulations Section 100.204, the California Fair -2- 11087-0028\ 1336033v 1.doc Employment and Housing act (California government Code Section 12900 et. seq.) and the Unruh Civil Rights Act (California Civil Code Section 51 et. seq.). (h) "Very Low Income Households" shall have the meaning set forth in California Health & Safety Code Section 50093 and 50105 and Title 25 of the California Code of Regulations Section 6926 and 6932. 3. Developer shall assure that fifty-six (56) of the units in the Development are used, operated, occupied, and rented and/or leased exclusively to Moderate Income Households at Affordable Rents, thirty-four (34) of the units in the Development will be used, operated, occupied and rented and/or leased exclusively to Very Low Income Households at Affordable Rents, and twenty (20) of the units in the Development will be used, operated, occupied and rented and/or leased exclusively to Low Income Households at Affordable Rents (the "Restricted Units").Twenty (20) of the Restricted Units will be used, operated, occupied and rented and/or leased exclusively to Senior Households. Twenty (20) of the units rented to Low Income Households shall be located on the 20 Unit Site (as defined in the OPA). The Restricted Units rented to the Moderate Income Households shall consist of 7 one -bedroom units, 23 two- bedroom Units and 26 three-bedroom units. The Restricted Units rented to the Very Low Income Households shall consist of 17 one -bedroom units and 13 two-bedroom units and 4 three-bedroom units. The allocation of affordable units among the three phases of the Development shall be as follows: Affordability Level Unit Type Phase 1 20 -Unit Site Phase 2 60 -Unit Site (40 family units, 20 units senior) Phase 3 30 -Unit Site TOTALS Very -low Income (<50% AMI) IBR 0 15 2 17 2BR 0 2 11 13 3BR 0 2 2 4 Total 0 19 15 34 Low income (<80% AMI) 1 BR 0 0 0 0 2BR 10 0 0 10 3BR 10 0 0 10 Total 20 0 0 20 Moderate -income (<120% AMI) IBR 0 7 0 7 2BR 0 18 5 23 3BR 0 16 10 26 Total 0 41 15 5li OVERALL TOTALS 20 60 30 110 -3- 11087-0028\1336033v1.doc 4. Developer shall submit an annual report ("Annual Report") to Agency and Commission, which contains the information required by Health and Safety Code Section 33418, and all information necessary for the Agency to comply with Health and Safety Code Sections 33080.4, 50067 and 19903. The Annual Report shall include information for each and all of the rental units, including: (a) move -in date, (b) rental rate, (c) household income, (d) family size for each unit, all for the applicable annual reporting period. The household income information shall be supplied by the tenant household in a certified statement on a form provided by Agency, or by the form used by the Tax Credit Allocation Committee (provided it includes information sufficient to enable the Agency to verify Developer's compliance with this Agreement). Developer shall submit the Annual Report on or before the first September 1 following the issuance and recording of the Certificate of Completion for the Development and each September 1 thereafter for the term of this Agreement. 5. (a) Pursuant to the OPA, Developer is required to submit to the Executive Director a Management Plan for the Development in a form acceptable to the Executive Director, and including but not limited to, the components listed in Section 6.3 of the OPA. The Management Plan, including approved amendments, shall remain in effect for the term of this Agreement. The Management Plan and any of its component plans or agreements may be amended by Developer only with the prior approval of the Executive Director. (b) If at any time during the term of this Agreement the Agency Executive Director determines that the Development is not being managed or maintained in a manner consistent with well-managed housing developments or in violation of the OPA or the approved Management Plan, the Executive Director may send written notice thereof to Developer, describing the manner in which management of the Development is not being satisfactorily maintained. If Developer fails to cure the failure within thirty (30) days after such written notice, then the Executive Director may require Developer to change management practices or to terminate the management contract and retain a different management agent, approved by Executive Director. The management agreement shall include a provision that it shall be subject to termination by Developer without penalty, upon not less than thirty (30) days prior written notice, if Agency shall request Developer (i) to exercise such right of termination, and (ii) to make immediate arrangements satisfactory to Agency for continuing management of the Development. Developer may change the management agent at any time, with the prior written approval of the Executive Director. 6. After the issuance of a Certificate of Completion for the Development, as provided in Section 5.14 of the OPA, Developer shall not make or permit to be made any material structural additions or modifications to the exterior of any of the Improvements required to be constructed on the Project Site pursuant to the OPA, or permit a use other than as set forth herein, without the prior written consent of Agency. 7. During construction and thereafter, Developer shall maintain the Improvements on the Project Site and shall keep the Project Site free from any accumulation of debris or waste materials. Maintenance shall include the interior and exterior of Project Site and Improvements in a decent, safe and sanitary manner, and the standard of maintenance of rental apartment projects Affordable to Moderate Income Households within Riverside and San Diego Counties. -4- 11087-0028\1336033v1.doc If at any time Developer fails to maintain the Project Site and Improvements in accordance with this Agreement and such condition is not corrected within five (5) days after written notice from Executive Director with respect to graffiti, debris, waste material, and general maintenance, or thirty (30) days after written notice with respect to landscaping and building improvements, then Agency, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Project Site and perform all acts and work necessary to protect, maintain, and preserve the Project Site and Improvements and landscaped areas thereon, and to attach a lien upon the Project Site, or to assess the Project Site, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by Agency and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to Agency upon demand. (a) Developer shall also maintain in good condition any landscaping required to be planted under the Scope of Development. All landscaping areas shall be maintained in a healthy condition and be cared for in a regular manner with an ongoing maintenance schedule. Landscaping shall be irrigated as needed. (b) The Development shall be maintained in good condition at all times. Driveways and walkways shall be smooth, free of undue cracks or potholes; they shall be clean and free of debris. The grounds shall be well kept, mowed and trimmed and free of debris. Regular trash removal shall also include the removal of any debris or foreign materials from the grounds. (c) All lights and fixtures shall be kept in good working order. (d) All residential structures and garages shall be well-maintained and attractive. The condition of the structures shall be inspected periodically to ensure compliance. (e) Private patio areas and balconies shall be maintained and not be used for storage. (f) All carports and garages shall be maintained for parking of operable vehicles and shall not be used for storage or for inoperable vehicles. 8. Developer covenants and agrees for itself, its successors, assigns and every successor in interest to the Project Site or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, creed, national origin, ancestry, physical handicap, medical condition, age (except as permitted by law), marital status, or sex in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project Site nor shall Developer itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Project Site. All deeds, leases or contracts entered into by Developer that relate to the Project Site or any portion thereof shall contain and be subject to substantially the following nondiscrimination or nonsegregation clauses: -5- 11087-0028\1336033v 5- 11087-0028\1336033v I .doc (1) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Califomia Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (2) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Califomia Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (3) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person -6- 11087 -0028\ 1336033 v 1.doc claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 9. In amplification and not in restriction of the provisions set forth herein above, it is intended and agreed that Agency shall be deemed a beneficiary of the covenants and agreements provided herein above both for and in their own right and also for the purposes of protecting the interests of the community and the Project Area. All covenants without regard to technical classification or designation shall be binding for the benefit of Agency, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is, has, or remains an owner of any land or interest therein to which such covenants relate. Agency shall have the right, in the event of any breach of any such covenant or agreement, after delivery of notice and expiration of the cure period discussed in the OPA, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach of covenant or agreement(s). 10. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by the OPA; provided however, that any subsequent Developer of the Project Site shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such Developer's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 11. After the issuance of the Certificate of Completion, Developer shall continue to maintain insurance for the Development and Project Site as required by the OPA (Section 5.8), or as subsequently modified by the Executive Director or his risk management designees and such shall remain in effect for the full term of the this Agreement. 12. After the issuance of the Certificate of Completion the indemnification provisions of the OPA shall remain in full force and effect as to Losses and Liabilities between and among Agency, City, and Developer and such shall remain in effect for the full term of this Agreement. 13. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on Developer and any successor in interest to the Project Site or any part thereof for the benefit and in favor of Agency and its successors and assigns, and the City. Except as set forth below, the covenants contained in this Agreement shall remain in effect for fifty-five (55) years after recordation of a Certificate of Completion for the -7- 11087-0028\1 336033v 1.doc Development. The covenants against discrimination (as described in Paragraph 8) shall remain in perpetuity. 14. AGENCY RIGHT OF FIRST OFFER In consideration for Agency entering into the OPA, and for other good and valuable consideration received by Developer, Developer hereby grants to Agency the right to make Developer a first offer to purchase the Project Site if the Developer desires to transfer the Property ("First Offer Right") at the Agency Purchase Price (defined in the immediately following sentence). The "Agency Purchase Price" shall be the fair market value of the Project Site, as determined by an appraisal prepared by an independent appraiser reasonably agreed upon by the Agency and the Developer who has at least ten (10) years experience appraising residential developments in Riverside County (and Agency and Developer shall each pay 50% of the cost of the appraisal). The Agency may credit outstanding principal balance of and accrued interest on the Agency Loan made to Developer under the OPA against the purchase price. The First Offer Right shall be subordinate to the option and right of first refusal granted to the managing general partner of Developer, or its affiliate, and described in Developer's limited partnership agreement, as amended (the "Tax Credit Option"). The First Offer Right shall continue until the first (1st) anniversary of the maturity of the Agency Loan ("First Offer Term"). The First Offer Right shall survive the expiration of the Term of this Regulatory Agreement. Prior to listing the Project Site for sale, marketing the Project Site for sale, or soliciting any offers for sale of the Project Site, or if an unsolicited offer is received then prior to negotiating with the offeror and provided Developer desires to transfer the Project Site, Developer shall promptly notify the Agency in writing (the "Developer Intent to Transfer Notice"). In the event that the Developer delivers the Developer Intent to Transfer Notice to the Agency during the term of the Tax Credit Option, the purchase price under the Agency First Offer Right shall be at least equal to the "debt plus taxes" price under the Tax Credit Option. The Agency may exercise the First Offer Right by delivering Notice to Developer of the Agency's desire to acquire fee title to the Project Site from Developer pursuant to the First Offer Right ("Notice of First Offer Exercise") within sixty (60) days after receiving the Developer Intent to Transfer Notice. The Notice of First Offer Exercise shall be accompanied by a form of purchase and sale agreement acceptable to Agency for Developer's review and reasonable approval. The escrow for the conveyance of fee title to the Project Site from Developer to Agency shall close within sixty (60) days after the date of the Notice of First Offer Exercise. Developer shall convey the Project Site to the Agency free of all liens securing monetary or performance obligations of the Developer, except for liens for property taxes and assessments not yet due, and free from all other encumbrances not approved by Agency and not shown in Agency's lender's title policy as being prior and superior to Agency's deed of trust. If the Agency does not exercise its Right of First Offer, and the Developer does not sell the Project Site within one hundred fifty (150) days thereafter, then this Section 15 (including -8- 11087-002811336033v 1.doc this sentence) shall again apply, such that the Agency's Right of First Offer shall be periodically reinstated whenever the Developer does not timely consummate a sale. 15. AGENCY PURCHASE OPTION In consideration for Agency entering into the OPA and for other good and valuable consideration received by Developer, Developer hereby grants to Agency the exclusive right and option to purchase the Site at the Agency Purchase Price (defined in the immediately following sentence) ("Purchase Option"). The "Agency Purchase Price" shall be the fair market value of the Site, as determined by an appraisal prepared by an appraiser reasonably selected by Agency and Developer who has at least 10 years experience appraising residential developments in Riverside County. The Agency may credit outstanding principal balance of and accrued interest on the Agency Loan made to Developer under the OPA against the Agency Purchase Price. The Purchase Option shall commence on the date that is fifty-five (55) years after the recordation of a Certificate of Completion of the Development (executed by the Agency) and shall continue until the date that is two (2) years thereafter ("Purchase Option Term"). The Purchase Option shall survive the expiration of the Term of this Regulatory Agreement. The Agency may exercise the Purchase Option by delivering Notice to Developer of the Agency's desire to acquire fee title to the Site from Developer pursuant to the Option ("Notice of Purchase Option Exercise") during the Purchase Option Term. The Notice of Purchase Option Exercise shall be accompanied by a form of purchase and sale agreement acceptable to Agency for Developer's review and reasonable approval. The escrow for the conveyance of fee title to the Site from Developer to Agency shall close within sixty (60) days after the date of the Notice of Option Exercise. Owner shall convey the Site to the Agency free of all liens securing monetary or performance obligations of the Developer, except for liens for property taxes and assessments not yet due, and free from all other encumbrances not approved in writing by Agency and not shown in Agency's lender's title policy as being prior and superior to Agency's deed of trust. 16. Developer and Agency shall operate a "Summerhouse Quality Assurance Committee" ("Committee") consisting of seven (7) people consisting of one (1) employee or officer of Developer or Bridge Housing Corporation selected by Developer, the Planning Director of the City of Temecula, the Police Chief of the City of Temecula, two (2) residents of the City of Temecula selected by the Agency, and two (2) residents of the Development selected by the Agency. After completion of the Development on the 20 Unit Site, the Committee shall meet at least twice each calendar year at times scheduled by the Agency, or more frequently if decided by the Committee, in order to review the most recent Annual Report and other information submitted by Developer regarding the Development and the overall management and performance of the Development and shall make recommendations to the Developer and Agency as to how to improve management and performance of the Development. The meetings of the Committee shall be held in accordance with the Ralph M. Brown Act, Government Code Section 54950 et. seq. In order to protect the privacy of residents, certain information deemed confidential that may be shared with the Agency as part of the Annual Report shall not be available to the Committee. -9- 11087-0028\ 1336033v 1,doc 17. Developer and the manager for the Development shall participate in and comply with the City of Temecula "Crime Free Multi -Family Housing Program" with respect to the Development on the Site. IN WITNESS WHEREOF, Agency and Developer have executed this Agreement as of the date first set forth above. ATTES Susa APPROVED A gency Secretary M: RICHARDS, WATSON & GERSHON Purer rrargrn AY cCrd(fra'-1 Agency Counsel 11087-002811336033v 1.doc "AGENCY": TEMECULA REDEVELOPMENT AGENCY, a public body, orporate and politic B y: Shawn D. Nelson Executive Director "DEVELOPER": SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner -10- By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Print Name: 1.4 t.+. far --r Title: 61.4. 0.0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ii :�iT .�P`t} z>s' sf s Cis:..y �:"1^:+7i"?Yn'i<»ii yv�e yy =ja✓n. -ij. '4,42.44t/4..t. +• t v: 44 4V9,4'9,4'x .., cX3£++ai.Hd.4sR,:s?4 a.:.Pa...aa.1w State of California County of \\ VP,f S Lcd e On —10 —ai 011 before me, �'A" N C 4 re. he , N O`raf"t' Date Hero !risen Name and Tse at the Weer personally appeared (� alalne(s) at Skinorls) Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(. - whose name(e) is/we subscribed to the within instrument and acknowledged to me that he/she/t#rey executed the same in Oiis/her/414r authorized capacity(ies), and that by hisiher/t#teir signature(e) on the instrument the person($, or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.l.a Signature r r ff" &4Z 16 i i atura of Notary Pabht OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this -form to another document. Description of Attached Document 1 1 Title or Type of Document:A171�r4ded pt fd i S id P. -c pica. 'y Ogre - Document Date: c� —1 — oL t Number of Pages: q 1 Signer(s) Other Than Named Above: N P Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top al thumb here Signer's Name:. LJ Individual ❑ Corporate Officer—Title(s): ❑ Partner — ❑ Limited 0 General 0 Attorney in Fact Cl Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of ,tn0n117 here bK"?!S"t/.�+�c�: i-Ni'b!iii'K.�iu?'.Yea-{itl:i✓AL'�A-'/S�?i�.YC`Yi'O/{y'; [t.. �aJ:iS:S'W4i N:' :A+/L'i:A:.6`Z� 'N ":H/.'+0 `H. di"4r. .� :-v2'. N (••✓'O`•ti 02007 National Notary Aseooalan • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402• www NalionalNotaryorg Ilem 95907 Reorder:Call ToN-Free 1-800-876-6827 LARRY W. WARD COUNTY OF RIVERSIDE ASSESSOR -COUNTY CLERK -RECORDER NOTARY CLARITY Recorder P.O. Box 751 Riverside, CA 92502-0751 (951)486-7000 www riversideacr.com Under the provisions of Government Code 27361.7, I certify under the penalty of perjury that the notary seal on the `document to which this statement is attached reads as follows: Name of Notary Dana C. Porche Commission #: 1873840 Place of Execution: Riverside County Date Commission Expires: 01/16/2014 Date: _ Signature. Print Name. 3 -ID- .ct1 P.4 —Di b C •rche ACR 186P-AS4REO (Rev. 09/2006) Available in Aliemate Formats EXHIBIT A to Agency Regulatory Agreement LEGAL DESCRIPTION OF PROJECT SITE The land in the.City of Temecula, County of Riverside, State of California, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 36219, RECORDED IN BOOK 231 PAGES 58-60 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 11087-002811336033v1.doc RECORDING REQUESTED BY FIRST AMERICAN TITLE COMPANY ,CS,M 6 ICIALIINDUSTRIAL DNISION ems- �� '4 -- V4 - Recording Requested By and When Recorded Mail To: Temecula Redevelopment Agency P.O. Box 9033 Temecula, California 92589-9033 Attn: City Clerk's Office RECEIVED OCT 0 8 2009 APNs: 959-0$022-5 nad 959-080-023-6 DOC # 2009-05037i5 09/29/20e9 m$ OW Fee NC e 1 of 14 Recorded inOffici i Records County of Larry W. Ward ASSESSOr, County Clerk d Recorder 1 4 11111111111111111111111111111111111111111 1I1L 11 S R U PAGE% SIZE DA MISC LONG RFD J COPY I /M %M A L 465 426 PCOR NCOR SMF CH �� EXAM ✓ `v l to IT: CTY UNI This document is exempt from the payment au recording fee pursuant to Government Code Section 27383 REGULATORY AGREEMENT, RIGHT OF FIRST OFFER, AND PURCHASE OPTION This REGULATORY AGREEMENT, RIGHT OF FIRST OFFER, AND PURCHASE OPTION ("Agreement") is dated as of this 29th day of September, 2009, by and between the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Developer"). WHEREAS, capitalized terms used in this Regulatory Agreement are as defined in the OPA; and 033 WHEREAS, Developer owns that certain real property located in the County of Riverside, California more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference, and which, together with the improvements more or hereafter existing thereon, is collectively referenced to herein as the "Project Site"; and WHEREAS, pursuant to the OPA, Developer plans to construct one hundred and ten (110) housing units on the Project Site (the "Development"), fifty-six (56) of which (pursuant to this Agreement) are to be leased exclusively affordable to Moderate Income Households for 55 years after they are completed, and fifty-four (54) of which shall be leased exclusively to Very Low Income Households for 55 years after they are completed, as described in the OPA and herein and twenty (20) of such moderate and very low income units shall be leased exclusively to Senior Households; and WHEREAS, OPA provides for Agency to make a loan to Developer to facilitate the completion of the development, but the closing of such loan is conditioned upon the execution and recordation of this Agreement. NOW, THEREFORE, AGENCY, AND DEVELOPER COVENANT AND AGREE AS FOLLOWS: THIS DOCUMENT WAS SIGHED IN COUNTERPART AND IS TO BE CONSIDERED AS ONE RECORDABLE DOCUMENT. 1 1087-(x)2811 t 75135v 1.doc 1. Developer covenants and agrees (for itself, its successors, assigns, and every successor in interest to the Project Site or any part thereof) that during construction and thereafter, Developer, successors, and assigns shall devote the Project Site (or any part thereof), to the uses specified therefor in the Redevelopment Plan and this Agreement, the OPA, and shall not devote the Project Site to any uses which are inconsistent with this Agreement and applicable City land use entitlements for the Project Site and Improvements. As set forth in the OPA, Developer shall develop on the Project Site the Development, as more specifically described in the Scope of Development attached to the OPA. 2. In addition to the capitalized terms in the OPA, the following terms shall have the indicated meanings: (a) "Affordable Rent" shall have the meaning set forth in California Health and Safety Code Section 50053(b) and Title 25 of the California Code of Regulations Section 6922. (b) "Executive Director" shall mean the Executive Director of the Agency, or his or her designee. (c) "Area -wide Median Income" shall mean the median family income (adjusted for family size) for Riverside County area as annually published by the United States Department of Housing and Urban Development ("HUD") pursuant to Section 8 of the United States Housing Act of 1937, as amended, whichever is lower. If HUD ceases annually to publish median incomes, the parties will agree upon an adequate substitute manner for determining Area - wide Median Income. (d) "Executive Director" shall mean the Executive Director of Agency, or his or her designee. (e) "Developer" shall mean Summerhouse Housing Associates, L.P., a California limited partnership, its successors and assigns, and all successors to any interest in the Project Site. (f) "Moderate Income Households" shall mean "persons and families of moderate income" as described in California Health & Safety Code Section 50093(b) and Title 25 of the California Code of Regulations Sections 6930 and 6932. (g) "Senior Households" shall mean households consisting of persons at least 62 years of age or older, subject to applicable law, including the Fair Housing Act (42 U.S.C. Section 3601, et. seq.) and 24 Code of Federal Regulations Section 100.204, the California Fair Employment and Housing act (California government Code Section 12900 et. seq.) and the Unruh Civil Rights Act (California Civil Code Section 51 et. seq.). (h) "Very Low Income Households" shall have the meaning set forth in California Health & Safety Code Section 50093 and 50105 and Title 25 of the California Code of Regulations Section 6926 and 6932. 3. Developer shall assure that fifty-six (56) of the units in the Development are used, operated, occupied, and rented and/or leased exclusively to Moderate Income Households at Affordable Rents, fifty-four (54) of the units in the Development will be used, operated, occupied and rented and/or leased exclusively to Very Low Income Households at Affordable Rents, and twenty (20) of the units will be used, operated, occupied and rented and/or leased exclusively to Senior Households at Affordable Rents (the "Restricted Units"). Twenty (20) of 2 11087-0028 \ 1175135 v 1.doc the units rented to Moderate income Households shall be located on the 20 Unit Site (as defined in the OPA). The Restricted Units rented to the Moderate Income Households shall consist of 20 one bedroom units, 23 two bedroom Units and 13 three bedroom units. The Restricted Units rented to the Very Low Income Households shall consist of 13 one bedroom, units, 20 two bedroom units and 21 three bedroom units. 4. Developer shall submit an annual report ("Annual Report") to Agency and Commission, which contains the information required by Health and Safety Code Section 33418, and all information necessary for the Agency to comply with Health and Safety Code Sections 33080.4, 50067 and 19903. The Annual Report shall include information for each and all of the rental units, including: (a) move -in date, (b) rental rate, (c) household income, (d) family size for each unit, all for the applicable annual reporting period. The household income information shall be supplied by the tenant household in a certified statement on a form provided by Agency, or by the form used by the Tax Credit Allocation Committee (provided it includes information sufficient to enable the Agency to verify Developer's compliance with this Agreement). Developer shall submit the Annual Report on or before the first September 1 following the issuance and recording of the Certificate of Completion for the Development and each September 1 thereafter for the term of this Agreement. 5. (a) Pursuant to the OPA, Developer is required to submit to the Executive Director a Management Plan for the Development in a form acceptable to the Executive Director, and including but not limited to, the components listed in Section 6.3 of the OPA. The Management Plan, including approved amendments, shall remain in effect for the term of this Agreement. The Management Plan and any of its component plans or agreements may be amended by Developer only with the prior approval of the Executive Director. (b) If at any time during the tern of this Agreement the Agency Executive Director determines that the Development is not being managed or maintained in a manner consistent with well-managed housing developments or in violation of the OPA or the approved Management Plan, the Executive Director may send written notice thereof to Developer, describing the manner in which management of the Development is not being satisfactorily maintained. If Developer fails to cure the failure within thirty (30) days after such written notice, then the Executive Director may require Developer to change management practices or to terminate the management contract and retain a different management agent, approved by Executive Director. The management agreement shall include a provision that it shall be subject to termination by Developer without penalty, upon not less than thirty (30) days prior written notice, if Agency shall request Developer (i) to exercise such right of termination, and (ii) to make immediate arrangements satisfactory to Agency for continuing management of the Development. Developer may change the management agent at any time, with the prior written approval of the Executive Director. 6. After the issuance of a Certificate of Completion for the Development, as provided in Section 5.14 of the OPA, Developer shall not make or permit to be made any material structural additions or modifications to the exterior of any of the Improvements required to be constructed on the Project Site pursuant to the OPA, or permit a use other than as set forth herein, without the prior written consent of Agency. 7. During construction and thereafter, Developer shall maintain the Improvements on the Project Site and shall keep the Project Site free from any accumulation of debris or waste 3 11087-0025\11 75135v I .doc materials. Maintenance shall include the interior and exterior of Project Site and Improvements in a decent, safe and sanitary manner, and the standard of maintenance of rental apartment projects Affordable to Moderate Income Households within Riverside and San Diego Counties. If at any time Developer fails to maintain the Project Site and Improvements in accordance with this Agreement and such condition is not corrected within five (5) days after written notice from Executive Director with respect to graffiti, debris, waste material, and general maintenance, or thirty (30) days after written notice with respect to landscaping and building improvements, then Agency, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Project Site and perform all acts and work necessary to protect, maintain, and preserve the Project Site and Improvements and landscaped areas thereon, and to attach a lien upon the Project Site, or to assess the Project Site, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by Agency and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to Agency upon demand. (a) Developer shall also maintain in good condition any landscaping required to be planted under the Scope of Development. All landscaping areas shall be maintained in a healthy condition and be cared for in a regular manner with an ongoing maintenance schedule. Landscaping shall be irrigated as needed. (b) The Development shall be maintained in good condition at all times. Driveways and walkways shall be smooth, free of undue cracks or potholes; they shall be clean and free of debris. The grounds shall be well kept, mowed and trimmed and free of debris. Regular trash removal shall also include the removal of any debris or foreign materials from the grounds. (c) All lights and fixtures shall be kept in good working order. (d) All residential structures and garages shall be well-maintained and attractive. The condition of the structures shall be inspected periodically to ensure compliance. (e) Private patio areas and balconies shall be maintained and not be used for storage. (f) All carports and garages shall be maintained for parking of operable vehicles and shall not be used for storage or for inoperable vehicles. 8. Developer covenants and agrees for itself, its successors, assigns and every successor in interest to the Project Site or any part thereof, that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, religion, creed, national origin, ancestry, physical handicap, medical condition, age (except as permitted by law), marital status, or sex in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project Site nor shall Developer itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Project Site. All deeds, leases or contracts entered into by Developer that relate to the Project Site or any portion thereof shall contain and be subject to substantially the following nondiscrimination or nonsegregation clauses: 4 11087-0028 \ 1175 135v I .doc (1) In deeds: "The grantee herein covenants by and for and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (2) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and that this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the leasing, subleasing, transferring, use, or enjoyment of the land herein leased nor shall the lessee himself, or any person claiming under or through him, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein leased. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." (3) In contracts: "There shall be no discrimination against or segregation of, any person or group or persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or through him, establish or permit any such practice or practices of 5 11087-0028\1175135v1.doc discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land. Notwithstanding the immediately preceding paragraph, with respect to familial status, said paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the California Government Code. With respect to familial status, nothing in said paragraph shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the California Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the California Civil Code and subdivisions (n), (o) and (p) of Section 12955 of the California Government Code shall apply to said paragraph." 9. In amplification and not in restriction of the provisions set forth herein above, it is intended and agreed that Agency shall be deemed a beneficiary of the covenants and agreements provided herein above both for and in their own right and also for the purposes of protecting the interests of the community and the Project Area. All covenants without regard to technical classification or designation shall be binding for the benefit of Agency, and such covenants shall run in favor of Agency for the entire period during which such covenants shall be in force and effect, without regard to whether Agency is, has, or remains an owner of any land or interest therein to which such covenants relate. Agency shall have the right, in the event of any breach of any such covenant or agreement, after delivery of notice and expiration of the cure period discussed in the OPA, to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach of covenant or agreement(s). 10. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by the OPA; provided however, that any subsequent Developer of the Project Site shall be bound by such remaining covenants, conditions, restrictions, limitations, and provisions, whether such Developer's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 11. After the issuance of the Certificate of Completion, Developer shall continue to maintain insurance for the Developrnent and Project Site as required by the OPA (Section 5.8), or as subsequently modified by the Executive Director or his risk management designees and such shall remain in effect for the full term of the this Agreement. 12. After the issuance of the Certificate of Completion the indemnification provisions of the OPA shall remain in full force and effect as to Losses and Liabilities between and among Agency, City, and Developer and such shall remain in effect for the full term of this Agreement. 13. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on Developer and any successor in interest to the Project Site or any part thereof for the benefit and in favor of Agency and its successors and assigns, and the City. Except as set forth below, the covenants contained in this Agreement shall remain in effect for fifty-five (55) years after recordation of a Certificate of Completion for the Development. The covenants against discrimination (as described in Paragraph 8) shall remain in perpetuity. 6 11087-0028\1175135v I .doc 14. AGENCY RIGHT OF FIRST OFFER In consideration for Agency entering into the OPA, and for other good and valuable consideration received by Developer, Developer hereby grants to Agency the right to make Developer a first offer to purchase the Project Site if the Developer desires to transfer the Property ("First Offer Right") at the Agency Purchase Price (defined in the immediately following sentence). The "Agency Purchase Price" shall be the fair market value of the Project Site, as determined by an appraisal prepared by an independent appraiser reasonably agreed upon by the Agency and the Developer who has at least ten (10) years experience appraising residential developments in Riverside County (and Agency and Developer shall each pay 50% of the cost of the appraisal). The Agency may credit outstanding principal balance of and accrued interest on the Agency Loan made to Developer under the OPA against the purchase price. The First Offer Right shall be subordinate to the option and right of first refusal granted to the managing general partner of Developer, or its affiliate, and described in Developer's limited partnership agreement, as amended (the "Tax Credit Option"). The First Offer Right shall continue until the first (1st) anniversary of the maturity of the Agency Loan ("First Offer Term"). The First Offer Right shall survive the expiration of the Term of this Regulatory Agreement. Prior to listing the Project Site for sale, marketing the Project Site for sale, or soliciting any offers for sale of the Project Site, or if an unsolicited offer is received then prior to negotiating with the offeror and provided Developer desires to transfer the Project Site, Developer shall promptly notify the Agency in writing (the "Developer Intent to Transfer Notice"). In the event that the Developer delivers the Developer Intent to Transfer Notice to the Agency during the term of the Tax Credit Option, the purchase price under the Agency First Offer Right shall be at least equal to the "debt plus taxes" price under the Tax Credit Option. The Agency may exercise the First Offer Right by delivering Notice to Developer of the Agency's desire to acquire fee title to the Project Site from Developer pursuant to the First Offer Right ("Notice of First Offer Exercise") within sixty (60) days after receiving the Developer Intent to Transfer Notice. The Notice of First Offer Exercise shall be accompanied by a form of purchase and sale agreement acceptable to Agency for Developer's review and reasonable approval. The escrow for the conveyance of fee title to the Project Site from Developer to Agency shall close within sixty (60) days after the date of the Notice of First Offer Exercise. Developer shall convey the Project Site to the Agency free of all liens securing monetary or performance obligations of the Developer, except for liens for property taxes and assessiiients not yet due, and free from all other encumbrances not approved by Agency and not shown in Agency's lender's title policy as being prior and superior to Agency's deed of trust. If the Agency does not exercise its Right of First Offer, and the Developer does not sell the Project Site within one hundred fifty (150) days thereafter, then this Section 15 (including this sentence) shall again apply, such that the Agency's Right of First Offer shall be periodically reinstated whenever the Developer does not timely consummate a sale. 15. AGENCY PURCHASE OPTION 7 11087-002811175135v I .doc In consideration for Agency entering into the OPA and for other good and valuable consideration received by Developer, Developer hereby grants to Agency the exclusive right and option to purchase the Site at the Agency Purchase Price (defined in the immediately following sentence) ("Purchase Option"). The "Agency Purchase Price" shall be the fair market value of the Site, as determined by an appraisal prepared by an appraiser reasonably selected by Agency and Developer who has at least 10 years experience appraising residential developments in Riverside County. The Agency may credit outstanding principal balance of and accrued interest on the Agency Loan made to Developer under the OPA against the Agency Purchase Price. The Purchase Option shall commence on the date that is fifty-five (55) years after the recordation of a Certificate of Completion of the Development (executed by the Agency) and shall continue until the date that is two (2) years thereafter ("Purchase Option Term"). The Purchase Option shall survive the expiration of the Term of this Regulatory Agreement, The Agency may exercise the Purchase Option by delivering Notice to Developer of the Agency's desire to acquire fee title to the Site from Developer pursuant to the Option ("Notice of Purchase Option Exercise") during the Purchase Option Term. The Notice of Purchase Option Exercise shall be accompanied by a form of purchase and sale agreement acceptable to Agency for Developer's review and reasonable approval. The escrow for the conveyance of fee title to the Site from Developer to Agency shall close within sixty (60) days after the of the Notice of Option Exercise. Owner shall convey the Site to the Agency free of all liens securing monetary or performance obligations of the Developer, except for liens for property taxes and assessments not yet due, and free from all other encumbrances not approved in writing by Agency and not shown in Agency's lender's title policy as being prior and superior to Agency's deed of trust. 16. Developer and Agency shall operate a "Summerhouse Quality Assurance Committee" ("Committee") consisting of seven (7) people consisting of one (1) employee or officer of Developer or Bridge Housing Corporation selected by Developer, the Planning Director of the City of Temecula, the Police Chief of the City of Temecula, two (2) residents of the City of Temecula selected by the Agency, and two (2) residents of the Development selected by the Agency. After completion of the Development on the 20 Unit Site, the Committee shall meet at least twice each calendar year at times scheduled by the Agency, or more frequently if decided by the Committee, in order to review the most recent Annual Report and other information submitted by Developer regarding the Development and the overall management and performance of the Development and shall make recommendations to the Developer and Agency as to how to improve management and performance of the Development. The meetings of the Committee shall be held in accordance with the Ralph M. Brown Act, Government Code Section 54950 et. seq. In order to protect the privacy of residents, certain information deemed confidential that may be shared with the Agency as part of the Annual Report shall not be available to the Committee. 17. Developer and the manager for the Development shall participate in and comply with the City of Temecula "Crime Free Multi -Family Housing Program" with respect to the Development on the Site. 8 11087-0028\1175135v I .doc IN WITNESS WHEREOF, Agency and Developer have executed this Agreement as of the date first set forth above. "AGENCY": TEMECULA REDEVELOPMENT AGENCY, a public body, corporate polijic By: Print Name: Title: Ron Roberts Aaencv Chairnerson APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON Peter M. Thorson Agency Counsel "DEVELOPER": SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner 9 11087-0028\I 175135v 1.doc By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager SIGNED IN COUNTERPART By: Print Name: Title: IN WITNESS WHEREOF, Agency and Developer have executed this Agreement as of the date first set forth above. "AGENCY": TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic SIGNED IN COUNTERPART By: Print Name: Title: ATTEST: SIGNED IN COUNTERPART Agency Secretary APPROVED AS TO FORM: RICHARDS, WATSON & GERSHON SIGNED IN COUNTERPART Bruce W. Galloway Agency Counsel "DEVELOPER": SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner 9 11087-0028 \1087-0028\l175135 v 1.doc By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/man • ger By: Print Name: Title: State of California County of San Francisco On September 25, 2009, before me, Jennifer M. Collins, Notary Public, personally appeared Lydia Tan, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 990050\1 \517478.1 (Seal) JENNIFER M. COLLINS Commiislon * 1839226 Nosy - Uh M.maPubIlei County M Comm. Es Irn Ater 29.2013 State of California County of " VcitSide- ACKNOWLEDGMENT ) ) 5ef4 2-2 before me, SUSS n LU• J 1, e 1 [iD-�Yy jari„�al1C (insert name and title of the officer) personally appeared CIZit p Lie+C who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the taws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal S nature of Notary blic State of Califomia (Seal) ACKNOWLEDGMENT ) County of ) On before me, Cameraalon • 16990f1 Nifty• Cauonyo 10004166 Caw/ *Carat. emlwaltew 16, 201 (n`t`lei-lk (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public 10 11087-0028\1175135v I .doc GOVERNMENT CODE 27361.7 I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED TO READS AS FOLLOWS: NAME OF NOTARY: Susan W. Jones COMMISSION NO.: 1699971 DATE COMMISSION EXPIRES: Nov 18, 2010 MANUFACTURERNENDOR NO.: NNA1 COUNTY WHERE BOND IS FILED: Riverside PLACE OF EXECUTION: Orange DATED: September 28, 2009 Gary Ward EXHIBIT A to Agency Regulatory Agreement LEGAL DESCRIPTION OF PROJECT SITE The land in the City of Temecula, County of Riverside, State of California, described as follows: TENTATIVE PARCEL MAP NO. 36219, BEING A SUBDIVISION OF THE FOLLOWING: LOTS 1, A AND B OF TRACT NO. 33891 AS SHOWN ON FILE BOOK 424 PAGES 82 THROUGH 84 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APNs: 959-080-022-5 and 959-080-023-6 1l 11087-002811175135v1.doc Rrl.V t.u...w .. F;RST AMERICAN TITLE COMPANY %. COMMERCI'ALIINDUSTRIAL DIVISION First American Title Order NCS-387174-SA1 Recording Requested By, and When Recorded Mail To: Temecula Redevelopment Agency P.O. Box 9033 Temecula, CA 92590 Attn: City Clerk's Office APNs: 959-080-022-5 and 959-080-023-6 DOC # 2009-0503716 09/29/2009 08:00A Fee:NC Page 1 of 10 Recorded in Official Records County of Riverside s R u PAGE SIZE DA MISC LONG RFD COPY Mf A L 465 I / EXAM 426 POOR NCOR SMF 'NCHe Ti CTY NI AfS This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. DEED OF TRUST 1 With Assignment of Rents, Security Agreement, and Fixture Filing This DEED OF TRUST is dated as of September 29, 2009, and is executed by SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership ("Trustor"), in favor of FIDELITY NATIONAL TITLE COMPANY ("Trustee"), and the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Beneficiary"). Trustor grants, transfers, and assigns to Trustee in trust, upon the trusts, covenants, conditions and agreements and for the uses and purposes hereinafter contained, with power of sale, and right of entry and possession, all of Trustor's interest in that real property in the County of Riverside, State of California, described in Exhibit "A" attached hereto and incorporated herein by this reference; Together with the rents, issues, and profits thereof, subject, however, to the right, power, and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits; and together with all buildings and improvements of every kind and description now or hereafter erected or placed thereon, and all fixtures, including but not limited to all gas and electric fixtures, engines and machinery, radiators, heaters, furnaces, heating equipment, laundry equipment, steam and hot-water boilers, stoves, ranges, elevators and motors, bath tubs, sinks, water closets, basins, pipes, faucets and other plumbing and heating fixtures, mantels, cabinets, refrigerating plant and refrigerators, whether mechanical or otherwise, cooking apparatus and appurtenances, and all shades, awnings, screens, blinds and other furnishings, it being hereby agreed that all such fixtures and furnishings shall to the extent permitted by law be deemed to be permanently affixed to and a part of the realty; and Together with ail building materials and equipment now or hereafter delivered to the premises and intended to be installed therein; and Together with all articles of personal property owned by the Trustor now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected 1 1087-002811 1 753 1 4v 1.doc -1- 33 on the lands described which are necessary for the comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to the building or buildings in any manner. To have and to hold the property hereinbefore described together with appurtenances to the Trustee, its or his successors and assigns (the "Property"). FOR THE PURPOSE of securing and securing payment of indebtedness of the Trustor to the Beneficiary in the principal sum of $8,438,595.00, as evidenced by that certain promissory note ("Note") of even date herewith and all modifications thereof. The Note is executed pursuant to that certain Owner Participation and Loan Agreement dated September 22, 2009 between Trustor and Beneficiary (the "OPA"). AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: 1. That it faithfully perform each and every covenant contained in the Agreements; 2. That it will not permit or suffer the use of any of the Property for any purpose other than the use described in the Agreements as they may be amended from time to time. 3. That all rents, profits and income from the Property are hereby assigned to the Beneficiary for the purpose of securing the obligations of Trustor pursuant to the Agreements. Permission is hereby given to Trustor so long as no default exists hereunder, to collect such rents, profits and income for use in accordance with the provisions of the Agreements. 4. That upon default hereunder or under the aforementioned Agreements, remaining uncured after thirty (30) days from receipt of written notice thereof from Beneficiary, or, if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then the Trustor has not commenced a cure within the 30 -day period and thereafter diligently prosecuted such cure to completion, Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the Property and operate same and collect the rents, profits and income therefrom; 5. That the Trustor will keep the improvements now existing or hereafter erected on the Property insured against loss by Fre and such other hazards, casualties, and contingencies as may be required from time to time by the Beneficiary (earthquake insurance not required), and all such insurance shall be evidenced by standard fire and extended coverage insurance policy or policies. In no event shall the amounts of coverage be less than one hundred (100%) percent of the insurable value or not less than the unpaid balance of the insured Deed of Trust, whichever is less, and in default thereof the Beneficiary shall have the right to effect insurance. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary; 6. To pay, before delinquency, any taxes and assessments affecting the Property including assessments on appurtenant water stock; when due, all encumbrances, charges and liens, with interest, on the Property or any part thereof which appear to be prior or superior hereto; all costs, fees, and expenses of this Trust; 11087-00281 I 175314v I .doc -2- 7. To keep the Property in good condition and repair, not to remove or demolish any buildings thereon unless authorized by the Agreements; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon, whether or not insurance proceeds are available to cover any part of the cost of such restoration and repair; to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting the Property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in violation of law and/or covenants, conditions and/or restrictions affecting the Property; not to permit or suffer any substantial alteration of or addition to the buildings or improvements hereafter constructed in or upon the Property without the consent of the Beneficiary; 8. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee, and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear; 9. Should Trustor fail to do any act as herein provided, then Beneficiary or Trustee, but without obligation to do so and without notice to or demand upon Trustor and without releasing Trustorfrom any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Beneficiary or Trustee being authorized to enter upon the Property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; may pay, purchase, contest, or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his reasonable fees; 10. The Beneficiary shall have the right to pay fire and other property insurance premiums when due should Trustor fail to make any required premium payments. All such payments made by the Beneficiary shall be added to the principal sum secured hereby; 11. To pay immediately and without demand all sums so expended by Beneficiary or Trustee, under permission given under this Deed of Trust, with interest from date of expenditures at the rate of the Eleventh Federal Reserve District Cost of Funds; 12. The Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the Property any lien or liens except as permitted by the terms of the Promissory Note and Loan Agreement and further that it will keep and maintain the property free from the claims of all persons supplying labor or materials which will enter into the rehabilitation or construction of any and all buildings now being rehabilitated or constructed or to be rehabilitated or constructed on the Property, or will cause the release of or will provide a bond against any such liens within ten (10) days of Trustor's receipt of notice of the lien or liens. Nothing,herein contained shall be deemed to prohibit the Trustor from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Trustor; 13. That the improvements upon the Property, and all plans and specifications, comply with all municipal ordinances and regulations and all other regulations made or promulgated, now or hereafter, by lawful authority, and that the same will comply with all such 11087-0028\1175314v1 doc -3- municipal ordinances and regulations and with the rules of the applicable fire rating or inspection organization, bureau, association or office; IT IS MUTUALLY AGREED THAT: 14. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, the Beneficiary shall be entitled subject to the rights of the holder of the first deed of trust to all compensation, awards, and other payments or relief therefor, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. All such compensation, awards, damages, rights of action and proceeds, including the proceeds of any policies of fire and other insurance affecting the Property, are hereby assigned to the Beneficiary subject to the rights of the holder of the first deed of trust. After deducting therefrom all its expenses, including attorneys' fees, and if Trustor is not in default, Beneficiary shall apply all such proceeds to restoring the Property, or in the event ofTrustor's default or in the event Trustor determines not to rebuild, the Beneficiary shall retain the proceeds to the extent of the amount of principal and interest due under the Note. Any balance of such proceeds still remaining shall be disbursed by the Beneficiary to the Trustor. 15. Upon default by Trustor in making any payments provided for herein or in the promissory note secured hereby, or if Trustor shall fail to perform any covenant or agreement in this Deed of Trust after receiving thirty (30) days prior written notice of such failure from Beneficiary, and if such default is not cured within thirty (30) days after receipt of written notice thereof from Beneficiary, or, if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then the Trustor has not commenced a cure within the 30 - day period and thereafter diligently prosecuted such cure to completion, the Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the property to be sold, which notice Trustee shall cause to be duly filed for record and the Beneficiary may foreclose this Deed of Trust in the manner provided by law. Beneficiary shall also deposit with Trustee this Deed, the notes and all documents evidencing expenditures secured hereby; 16. After the lapse of such time as may then be required by law following the recordation of the notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place fixed by it in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser its Deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee or 11087-002811175314v1.doc -4- Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee's fees or attorneys' fees for conducting the sale, and the actual cost of publishing, recording, mailing and posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on Trustee's Deed, if the latter is not paid by buyer; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the rate specified in the notes; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto; 17. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee; 18. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed is hereby waived to the full extent permissible by law; 19. Upon written request of Beneficiary stating that all obligations secured hereby have been performed, and upon surrender of this Deed of Trust to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the Property then held hereunder. The recitals in such reconveyance of any matters or fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto"; 20. The trust created hereby is irrevocable by Trustor; 21. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall include not only the original Beneficiary hereunder but also any future Developer and holder including pledges, of the notes secured hereby. In this Deed, whenever the context so requires, the masculine gender includes the feminine, and the singular number includes the plural; 22. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee; 23. The Trustor requests that a copy of any notice of default and of any notice of sale hereunder be nailed to it at the address provided in the OPA or to such other address as Trustor may provide in writing to Trustee from time to time. 11087-0028\I175314v 1.doc -5- 24. All principal and accrued interest under the Promissory Note shall, at the election of Beneficiary with or without notice, become due and payable immediately if the Property, or any portion thereof or interest therein, is sold, transferred, assigned or refinanced without the prior written approval of Beneficiary. 25. The Loan is nonrecourse to Borrower. Neither the Borrower, nor any general or limited partner of the Borrower, shall have any direct or indirect personal liability for payment of the principal of, and interest on, the Loan or the performance of the covenants of the Borrower under the OPA, the Note, and the Deed of Trust. The sole recourse of the Agency with respect to the principal of, and interest on, the Note and defaults by Borrower in the performance of its covenants under the OPA, the Note, and the Deed of Trust shall be to the property described in the Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Agency hereunder, or (b) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; and further, nothing contained herein is intended to relieve the Borrower of liability for (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by Borrower other than in accordance with the Deed of Trust; or (iv) the misappropriation of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the property. 11087-002811175314v1.doc -6- IN WITNESS WHEREOF the Trustor has executed this Deed of Trust as of the day and year set forth above. BORROWER: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: J Print Na e j0412,27, ---,ii Title: Vit./17 f fe /,jt 11087-002811 1753140.doc -7- State of California County of San Francisco On September 25, 2009, before me, Jennifer M. Collins, Notary Public, personally appeared Lydia Tan, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 990050\11517478.1 (Seal) JE NIFER M. Courts Com lston I te3p226 liotarY Flrblie - conform, 4+me1/1 County C ern. lir 29 2013 1 3Q -1 -?_l0 (%&C 21=1CZC 3 ACKNOWLEDGMENT State of California County of On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Signature of Notary Public 1 1087-0028\I 175314v 1.doc -8- EXHIBIT A LEGAL DESCRIPTION The land in the City of Temecula, County of Riverside, State of California, described as follows: TENTATIVE PARCEL MAP NO. 36219, BEING A SUBDIVISION OF THE FOLLOWING: LOTS 1, A AND B OF TRACT NO. 33891 AS SHOWN ON FILE BOOK 424 PAGES 82 THROUGH 84 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APNs: 959-080-022-5 and 959-080-023-6 11087-0028\1175314v1.doc PROMISSORY NOTE SECURED BY DEED OF TRUST $8,438,595.00 Temecula, California 3% Simple Interest September 29, 2009 FOR VALUE RECEIVED, SUMMERHOUSE HOUSING ASSOCIATES, L.P. , a California limited partnership ("Borrower") hereby promises to pay to the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency"), or order, a principal amount not to exceed EIGHT MILLION FOUR HUNDRED THIRTY-EIGHT THOUSAND FIVE HUNDRED NINETY-FIVE AND NO/100 DOLLARS ($8,438,595.00) or so much thereof as may be advanced by Agency to the Borrower pursuant to that certain Owner Participation and Loan Agreement dated September 22, 2009 between the Borrower and Agency ("OPA"), plus interest as provided below. Unless, defined differently herein, all defined terms shall have the meaning set forth in the OPA. This Note is made pursuant to the terms of the OPA, a Regulatory Agreement of even date herewith (the "Regulatory Agreement") and a deed of trust (the "Agency Trust Deed") of even date herewith given by the Borrower to Agency for the purpose of securing this Note (collectively, "Agency Agreements"). The Agency Agreements are public records on file in the offices of Agency, and the provisions of these documents are incorporated herein by this reference. 1. This Note evidences the obligation of the Borrower to Agency for the repayment of funds loaned to the Borrower by Agency ("Agency Loan"), to assist in financing the acquisition and redevelopment of the real property described in the Agency Trust Deed ("Project Site"). 2. The Agency Loan shall accrue three percent (3%) simple interest, commencing on the date of this Note. 3. Principal and accrued interest shall be repaid as described in Section 7.2.3 of the OPA. Additionally, all principal and accrued interest shall, at the election of the Agency with or without notice, become due and payable immediately if the Development or the Site, or any portion thereof or interest therein, is sold, transferred, assigned or refinanced without the prior written approval of Agency (except for leases that comply with the Regulatory Agreement), or if the OPA is terminated pursuant to the provisions thereof, or in the event of any default under the Regulatory Agreement that is not cured within the applicable time limits. All principal and accrued interest on the Agency Loan shall be repaid fifty-five (55) years from the date of the issuance of a Certificate of Completion by the Agency under the OPA for the Development. 4. This Note is payable at the principal office of the Agency, 43200 Business Park Drive, Temecula, California 92590, or at such other place as the holder hereof may inform the Borrower in writing, in lawful money of the United States. 5. The Borrower waives presentment for payment, demand, protest, and notices of dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice. The 11087-0028\1175312v1.doc Borrower hereby agrees to pay all costs and expenses, including reasonable attorney's fees, which may be incurred by the holder hereof, in the enforcement of this Note or any term or provision hereof. 6. This Note is nonrecourse to Borrower. Neither the Borrower, nor any general or limited partner of the Borrower, shall have any direct or indirect personal liability for payment of the principal of, and interest on, the Loan or the performance of the covenants of the Borrower under the OPA, the Note, and the Deed of Trust. The sole recourse of the Agency with respect to the principal of, and interest on, the Note and defaults by Borrower in the performance of its covenants under the OPA, the Note, and the Deed of Trust shall be to the property described in the Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note of all the rights and remedies of the Agency hereunder, or (b) be deemed in any way to impair the right of the Agency to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; and further, nothing contained herein is intended to relieve the Borrower of liability for (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by Borrower other than in accordance with the Deed of Trust; or (iv) the misappropriation of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the property. BORROWER: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: Print Name: Title: 11087-0028\1175312v1.doc 2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Temecula Redevelopment Agency P.O. Box 9033 Temecula, CA 92589-9033 Attn: City Clerk's Office APNs: 959-080-022-5 and 959-080-023-6 DOC # 2011-0137853 03/29/2011 01:04P Fee:30.00 Page 1 of 6 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk 8 Recorder 11111111111111111 III IIII S R U PAGE SIZE DA MISC LONG RFD COPY r CO M A L 465 426 PCOR NCOR SMF NCHG^� U T: CTY UNI FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE §6103 AMENDED AND RESTATED NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY IMPORTANT NOTICE TO OWNERS, PURCHASERS, TENANTS, LENDERS, BROKERS, ESCROW AND TITLE COMPANIES, AND OTHER PERSONS, REGARDING AFFORDABLE HOUSING RESTRICTIONS ON THE REAL PROPERTY DESCRIBED IN THIS NOTICE: RESTRICTIONS HAVE BEEN RECORDED WITH RESPECT TO THE PROPERTY DESCRIBED BELOW WHICH RESTRICT THE PRICE AND TERMS AT WHICH THE PROPERTY MAY BE RENTED. THESE RESTRICTIONS MAY LIMIT THE RENTS OF THE PROPERTY TO AN AMOUNT WHICH IS LESS THAN FAIR MARKET VALUE. THESE RESTRICTIONS LIMIT THE INCOME OF PERSONS AND HOUSEHOLDS WHO ARE PERMITTED TO RENT THE PROPERTY. This AMENDED AND RESTATED NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Notice"), is dated as of March 10, 2011, and is entered into by SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited liability company ("OwnerBorrower"), whose address is 345 Spear Street, Suite 700, San Francisco, Califomia 94105, and by the Redevelopment Agency of the City of Temecula (the "Agency") in connection with that certain Owner Participation and Loan Agreement dated September 22, 2009 between Owner/Borrower and the Agency, as amended by a First Amendment to Owner Participation and Loan Agreement dated July 22, 2010, and a Third Amendment to Owner Participation and Loan Agreement dated March 10, 2011 ("OPA") and that certain Amended and Restated Regulatory Agreement dated March 10, 2011 (the "Amended Regulatory Agreement") between Owner/Borrower and the Agency. RECITALS A. Owner/Borrower owns the land described on Exhibit "A" in the City of Temecula, State of California and the improvements thereon (the "Land"). B. Owner/Borrower and Agency are entering into the Amended Regulatory Agreement substantially concurrently herewith. C. Capitalized terms used herein but not defined shall have the meaning set forth as described in the Amended Regulatory Agreement. -1- 11087-002811335357v1.doc TERMS OF NOTICE 1. Requirement for Recorded Notice. This Notice is being executed and recorded pursuant to California Health and Safety Code Section 33334.3(f)(3)(B). 2. Regulatory Agreement. This Notice is being recorded substantially concurrently with the recordation of the Regulatory Agreement, which is incorporated herein by reference. 3. Recitation of Affordability Restrictions. The Regulatory Agreement restricts the occupancy of the dwelling units on the Land to occupancy by Low- and Moderate Income Households at affordable rents (as required by the Regulatory Agreement) for a term commencing on the date of the issuance by the City of a Certificate of Occupancy for the Development contemplated by the OPA and continuing for 55 years thereafter. 4. Recording Costs. In the event the Riverside County Recorder requires the payment of recording fees in connection with the recording of this Notice, Owner/Borrower shall pay all such recording fees (or if such fees are paid by the Agency, Owner/Borrower shall reimburse the Agency for such fees upon written request by the Agency). -2- 11087-002811335357v1.doc IN WITNESS WHEREOF, this Notice has been executed and made effective on the day and year first above written. OWNER/BORROWER: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner By: BRIDGE Housing Corporation – Southern California, a California nonprofit public benefit corporation, its sole member/manager By: d Print Name: Wi G2.67 Title:.C— V p AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: Shawn D. Nelson Executive Director a + W. Jones MM , Agency Secretary A' ' OVED O F M: Richards, Watson & Gersho By: 11087-0028\1335357v 1.doc rel• T h r,, Agency Cou tsel '6G „,„ --�i -3- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT y v. ..vr i7 . 2?4,...4': rCn+S@'.4yN.%]..+ar NiY..»< i5 win.:.,:sx�c2S.vi..39:c�bi0.r..vn5-.+i4:.va Y +rt ..v^e w.iwore6,�.•Zr,.Ta '�+t *•'ii.: aY�]fii hd/..•�3.. � tiSP;-]�..a State of California On 3 -AO-2W before me, ] ] is f� �' Po f C 'lam / ' `t 0T �{ f k 1 C Here MadName and Title o1 the Officer I Date �t personally appeared i 11 YY1 mem of Skoner(s) DMA C. PO OCHE •?� Commission # 1573840 • , Notary Public - Calflorniat a Mania Catarrhr Comm. Jan 1ti, ?014 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(e) whose name(s) is/are subscribed to the within instrument and acknowledged to me that #>e/she/they executed the same in his/her/their authorized capacity(ies), and that by-his/her/their signature($ on the instrument the person(c), or the entity upon behalf of which the persons} acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document t -- {{ �+ A �*. �1 Title or Type of Document: P m€r4 deti an . [r'_ �d iY04-IC tr ac- A.if9■ uc kL tl f Document Date: — a — 2D 1 1 Number of Pages: 3 Signer(s) Other Than Named Above: tt. E 0.4.W „ea. e. Pte. Signature of Nolery Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Individual • Corporate Officer — Title(s): • Partner — ❑ Limited ❑ General O Attorney in Fact D. Trustee ❑ Guardian or Conservator O Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here '•w,'yi&:4•• H; -ems Signer's Name ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited 0 General 0 Attorney in Fact ❑ Trustee ❑ Guardian or Conservator 0 Other:. Signer Is Representing: RIGHT TFRJMISPRINT OF STONER Top oI thumb here '; aNp'ai•'�v�'a+3-a?•`e. Nq:Y(�' ••••• •'e!.S'.e,5-ai.'a.4'b;• 02007 National Notary Assodalion • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.Na5onelNotaryorg Item 45907 Reorder CallToll Free 1-800-076.6827 LARRY W. WARD COUNTY OF RIVERSIDE ASSESSOR -COUNTY CLERK -RECORDER NOTARY CLARITY Recorder P.O Box 751 Riverside, CA 92502-0751 (951)486-7000 www. ri vers i deacr. co m Under the provisions of Government Code 27361.7, !certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary: Dana C. Porche Commission #: 1873840 Place of Execution: Riverside County Date Commission Expires: 01/16/2014 Date: (MXC) U, c 0 1 I Signature: (, C.• V + o Print Name: p► -N A C ".?o r chr ACR 186P-AS4REO (Rev. 09/2006) Available in Alternate Formats EXHBITI "A" LEGAL DESCRIPTION OF PROPERTY The land referred to herein is situated in the State of California, County of Riverside, City of Temecula, described as follows: PARCELS 1 AND 2 OF PARCEL MAP 36219, RECORDED IN BOOK 231 PAGES 58-60 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 11087.0028\1335357v1.doc RECORDING REQUESTED. BY. FIRST AMERICAN TITLE COMPANY, COMMERCIALIINDUSTRIAL IVINSION. Recording Requested By, and When Recorded, Mail To: Temecula Redevelopment Agency P.O. Box 9033 Temecula, CA 92590 Attn: City Clerk's Office 09-1.0 DOC # 2009-0517371 10/06/2009 08:00A Fee:27.00 Page 1 of 7 Recorded in Official Records County of Riverside Larry W. Ward Assessor, County Clerk & Recorder 11111111111111011111111111111111111111111111111111 S R U PAGE SIZE DA MISC LONG RFD COPY 1 kr M A L 465 426 PCOR NCOR SMF NCHG AM} .n CC. IT CTY l UNI FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE §6103 3P7174.G.J APNs: 959-080-022-5 and 959-080-023-6 (Space Above for Recorder's Use) NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY 029 IMPORTANT NOTICE TO OWNERS, PURCHASERS, TENANTS, LENDERS, BROKERS, ESCROW AND TITLE COMPANIES, AND OTHER PERSONS, REGARDING AFFORDABLE HOUSING RESTRICTIONS ON THE REAL PROPERTY DESCRIBED IN THIS NOTICE: RESTRICTIONS HAVE BEEN RECORDED WITH RESPECT TO THE PROPERTY DESCRIBED BELOW WHICH RESTRICT THE PRICE AND TERMS AT WHICH THE PROPERTY MAY BE RENTED. THESE RESTRICTIONS MAY LIMIT THE RENTS OF THE PROPERTY TO AN AMOUNT WHICH IS LESS THAN FAIR MARKET VALUE. THESE RESTRICTIONS LIMIT THE INCOME OF PERSONS AND HOUSEHOLDS WHO ARE PERMITTED TO RENT THE PROPERTY. This NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY (the "Notice"), is dated as of September 29, 2009, by SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited liability company ("Owner/Borrower"), whose address is 345 Spear Street, Suite 700, San Francisco, California 94105, and by the Redevelopment Agency of the City of Temecula (the "Agency") in connection with that certain Owner Participation and Loan Agreement dated September 22, 2009 between Owner/Borrower and the Agency ("OPA") and that certain Regulatory Agreement dated September 29, 2009 (the "Regulatory Agreement") between Owner/Borrower and the Agency. RECITALS A. Owner/Borrower owns the land described on Exhibit "A" in the City of Temecula, State of California and the improvements thereon (the "Land"). B. Owner/Borrower and Agency are entering into the Regulatory Agreement substantially concurrently herewith. C. Capitalized terms used herein but described in the Regulatory Agreement. THIS DOCUMENT WAS SIGNED IN COUNTERPART AND IS TO BE CONSIDERED AS ONE RECORDABLE DOCUMENT. 11087-00211I07I077vI.doc 1 not defined shall have the meaning set forth as MS INSTRUMENT FILED IVR RECORD SY FIRST AMERICAN TTT E COMPANY AS AN ACali41400ATION ONLY. rr HAS NOT BEEN EXAMINED AS 70 rrs EXECUTION OR AS 10 ITS IAT UPON ME TILE 1 TERMS OF NOTICE 1. Requirement for Recorded Notice. This Notice is being executed and recorded pursuant to California Health and Safety Code Section 33334.3(f)(3)(B). 2. Regulatory Agreement. This Notice is being recorded substantially concurrently with the recordation of the Regulatory Agreement, which is incorporated herein by reference. 3. Recitation of Affordability Restrictions. The Regulatory Agreement restricts the occupancy of the dwelling units on the Land to occupancy by Low- and Moderate Income Households at affordable rents (as required by the Regulatory Agreement) for a term commencing on the date of the issuance by the City of a Certificate of Occupancy for the Development contemplated by the OPA and continuing for 55 years thereafter. 4. Recording Costs. In the event the Riverside County Recorder requires the payment of recording fees in connection with the recording of this Notice, Owner/Borrower shall pay all such recording fees (or if such fees are paid by the Agency, Owner/Borrower shall reimburse the Agency for such fees upon written request by the Agency). I1087-002111071077v1.doc 2 IN WITNESS WHEREOF, this Notice has been executed and made effective on the day and year first above written. OWNER/BORROWER: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a Califomia limited liability company, General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: i Print Name: Title: AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic By: SIGNED IN COUNTERPART Print Name: Title: Attest: SIGNED IN COUNTERPART Agency Secretary APPROVED AS TO FORM: Richards, Watson & Gershon By: SIGNED IN COUNTERPART Bruce Galloway 11087-002111071077v I .doc 3 IN WITNESS WHEREOF, this Notice has been executed and made effective on the day and year first above written. OWNER/BORROWER: SUMMERHOUSE HOUSING ASSOCIATES, L.P., a California limited partnership By: BRIDGE SC, LLC, a California limited liability company, General Partner By: BRIDGE Housing Corporation — Southern California, a California nonprofit public benefit corporation, its sole member/manager By: SIGNED IN COUNTERPART Print Name: Title: AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic 1� By: Print Name; Title: eocirw rMMe Dc+- s -c C_ Attest: 5 Li) . ego es, Aertcy Secrc ary APPROVED AS TO Richards, Watson & Gershon By: /f1A' "-1 Bruce Gallowa 1 1057-0021 U 071077v Ldoc 3 6-7 State of California County of San Francisco On September 25, 2009, before me, Jennifer M. Collins, Notary Public, personally appeared Lydia Tan, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 9900501I1517478.1 (Seal) ACKNOWLEDGMENT State of California County of ni._=, - A -( D41_- On 9-'409 before me,IJ *seri t' •m , "' tAMN RA 11. ]]�� (' s nae and title of the officer) personally appeared /�/tL -!u i _ §a r•.. ay dr.4 - who proved to me on the basis of satisfactory evidence to be the persoriwhose namefs,�lis/aC9subscribed to the within instrument and acknowledged to me that pelsbe/t iexecuted the same in his/herr/414r authorized capacity, and that by hisrtrerEar slgnature0 on the instrument the person or the entity upon behalf of which the person(t acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ` V62/0-16------- Sign r7,e of Notary Public State of California County of On personally appeared who proved to me on the basis of satisfaory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to m - that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the strument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under t - laws of the State of California that the foregoing paragraph is true and correct. (Seal) ACKNOWLEDGMENT fore me, SHELLEY A. POLLAK Commission 1725317 Notary Public - California E Riverside County MyCan .6_tesMa►13,2011 (insert name and title of the officer) WITNESS my hand and official seal, Signature (Seal) Signature of Notary Public 1 1087-002111 071 077v 1.doc EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY The land referred to herein is situated in the State of California, County of Riverside, City of Temecula, described as follows: TENTATIVE PARCEL MAP NO. 36219, BEING A SUBDIVISION OF THE FOLLOWING: LOTS 1, A AND B OF TRACT NO. 33891 AS SHOWN ON FILE BOOK 424 PAGES 82 THROUGH 84 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, APNs: 959-080-022-5 and 959-080-023-6 11087-0021\1071077v I .doc 5 Recording Requested By and When Recorded Mail To: Temecula Redevelopment Agency PO Box 9033 Temecula, California 92590-9033 Attn: Redevelopment Director S R u PAvc DOC # 2011-0108422 03/09/2011 12:55P Fee.NC Page 1 of 3 Recorded in Official Records County of Riverside Larry W. Ward Rssessor, County C erk S Recorder 1111141111111 lull 111 I1llli l llil 1B1I 1111 llll oi�c vr� Nn JI: LUNId N •U COPY M A L 465 426 PCOR NCOR SMF CHG CTY UNI ExAM (Space Above For Recorder's Use) This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383 CERTIFICATE OF COMPLETION This CERTIFICATE OF COMPLETION ( "Certificate") is made this day of January, 2011, by the TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic ("Agency") in favor of SUMMERHOUSE HOUSING ASSOCIATES, LP ("Developer"). A. Agency and Developer entered into that certain Owner Participation and Loan Agreement dated as of September 22, 2009 ("OPA"). All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the OPA. B. Pursuant to the OPA, the Developer agreed to construct certain "Improvements" on the Project Site described in the OPA. The OPA provides, in Section 5.13 thereof, that the Agency shall furnish the Developer with a recordable Certificate of Completion upon satisfactory completion of all of the Improvements in accordance with the OPA. C. Agency has determined that the construction of the Improvements on the Project Site has been satisfactorily performed in accordance with the OPA. NOW, THEREFORE, Agency certifies as follows: 1. The construction of the Improvements on the 20 -Unit Site has been satisfactorily performed and completed in accordance with the OPA. 2. This Certificate constitutes a conclusive determination of the satisfactory completion of the construction of the Improvements in accordance with the OPA 3. This Certificate shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or deed of trust or any insurer of a mortgage, or deed of trust securing money loaned to finance the Developer or any part thereof. 4. This Certificate is not a Notice of Completion as referred to in California Civil Code Section 3093. 5. Except as stated herein, nothing contained in this instrument shall modify in any way any provisions of the OPA or any other provisions of the documents incorporated herein. 039 IN WITNESS WHEREOF, Agency has executed this Certificate as of the day and year first above written. AGENCY: TEMECULA REDEVELOPMENT AGENCY, a public body, corporate and politic Shawn D. Nelson Executive Director ATTEST: APPROVED AS TO FORM: Peter M. T son RICHARDS, WATSON & GERSHON, A Professional Corporation Agency General Counsel ' EXHIBIT A To Certificate of Completion LEGAL DESCRIPTION PARCELS 1 AND 2 OF PARCEL MAP 32619, RECORDED IN BOOK 231 PAGES 58-60 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. SCHEDULE OF PERFORMANCE — 30 -Unit Site Revised February 25, 2015 Supersedes Exhibit "B-2" in Sixth Amendment to the OPA 30 -Unit Phase 3 Site ACTIONS Approval of Management Plan Obtain all permits and approvals for construction of the Improvements Delivery of Construction Contract and Payment and Performance Bonds/Letter of Credit Obtain all debt and equity financing for the construction of the Improvements on 30 Unit Site Commencement of Construction. Developer shall commence construction of the Improvements. [Section 5.1] Completion of Construction. Phase 3 Project Developer shall complete construction of the Improvements. Issuance - Certificate of Completion. Agency shall issue Phase 3 Project Developer a Certificate of Completion. [Section 5.14] Closing of any permanent loan(s) needed for the 30 Unit Site DEADLINE December 1, 2015 April 1, 2015 April 1, 2015 April 1, 2015 April 1, 2015 15 months after commencement of construction. Not later than 10 days after Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. 21 months after commencement of construction. SCHEDULE OF PERFORMANCE — 30 -Unit Site Revised March 10, 2015 Supersedes Exhibit "B-2" Approved February 25, 2015 30 -Unit Phase 3 Site ACTIONS Approval of Management Plan Obtain all permits and approvals for construction of the Improvements DEADLINE December 1, 2015 April 1, 2017 Delivery of Construction Contract and Payment April 1, 2017 and Performance Bonds/Letter of Credit Obtain all debt and equity financing for the construction of the Improvements on 30 Unit Site Commencement of Construction. Developer shall commence construction of the Improvements. [Section 5.1] Completion of Construction. Phase 3 Project Developer shall complete construction of the Improvements. Issuance - Certificate of Completion. Agency shall issue Phase 3 Project Developer a Certificate of Completion. [Section 5.14] Closing of any permanent loan(s) needed for the 30 Unit Site April 1, 2017 April 1, 2017 15 months after commencement of construction. Not later than 10 days after Developer's request and upon determination by Agency that the Improvements have been completed in conformance with this Agreement. 21 months after commencement of construction. TEMECULA COMMUNITY SERVICES DISTRICT CONSENT CALENDAR Item No. 10 ACTION MINUTES February 24, 2015 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA COMMUNITY SERVICES DISTRICT MEETING The Temecula Community Services District Meeting convened at 7:42 P.M. CALL TO ORDER: President Chuck Washington ROLL CALL: DIRECTORS: Comerchero, Edwards, Naggar, Rahn, Washington CSD PUBLIC COMMENTS (none) CSD CONSENT CALENDAR 14 Approve the Action Minutes of February 10, 2015 - Approved Staff Recommendation (5-0) Director Naggar made the motion; it was seconded by Director Comerchero; and electronic vote reflected approval by Directors Comerchero, Edwards, Naggar, Rahn and Washington. RECOMMENDATION: 14.1 That the Board of Directors approve the action minutes of February 10, 2015. 15 Approve Fiscal Year 2014-15 Mid -Year Budget Adjustments - Approved Staff Recommendation (5-0) Director Naggar made the motion; it was seconded by Director Comerchero; and electronic vote reflected approval by Directors Comerchero, Edwards, Naggar, Rahn and Washington. RECOMMENDATION: 15.1 That the Board of Directors adopt a resolution entitled: RESOLUTION NO. CSD 15-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT OF THE CITY OF TEMECULA AMENDING THE FISCAL YEAR 2014-15 ANNUAL OPERATING BUDGETS CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGER REPORT CSD BOARD OF DIRECTORS REPORTS CSD Action Minutes 022415 1 CSD ADJOURNMENT At 7:47 P.M., the Community Services District was formally adjourned to Tuesday, March 10, 2015, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Chuck Washington, Chair ATTEST: Randi Johl-Olson, City Clerk/Secretary [SEAL] CSD Action Minutes 022415 2 COUNCIL PUBLIC HEARING Item No. 11 Approvals City Attorney Finance Director Assistant City Manager CITY OF TEMECULA AGENDA REPORT TO: City Council FROM: Greg Butler, Assistant City Manager DATE: March 10, 2015 SUBJECT: Conduct Proceedings to Disestablish the Existing Temecula Valley Tourism Business Improvement District (TVTBID) Established Pursuant to the Property and Business Improvement Area Law of 1989 RECOMMENDATION: That the City Council hold a public hearing and consider: ORDINANCE NO. 15 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA DISESTABLISHING THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT AND AMENDING THE TEMECULA MUNICIPAL CODE BY DELETING CHAPTER 3.40 IN ITS ENTIRETY BACKGROUND: In 2005 the City Council with the unanimous consent of the lodging businesses within the City established the Temecula Valley Tourism Business Improvement District (the "TVTBID") by its adoption of Ordinance No. 05-17. Ordinance No. 05-17 added Chapter 3.40 to the Temecula Municipal Code to establish and govern the TVTBID. Each year, beginning with fiscal year 2006-2007, a 4% assessment has been made on the room rents for the lodging businesses. The revenue derived from this levy was used for marketing and promotions to increase tourism and market the Temecula Valley area as a tourist destination that specially benefits lodging businesses located and operating within the City limits. The Visit Temecula Valley (formerly known as the "Temecula Convention and Visitor's Bureau") was responsible for managing funds and implementing the activities specified in the Annual Report for the TVTBID. The TVTBID has been very successful and has succeeded in its goal of substantially increasing hotel stays in the City of Temecula. The Visit Temecula Valley ("VTV") along will all of the lodging businesses within the City requested that City undertake proceedings to convert the TVTBID from a business improvement district formed under the Parking and Business Improvement Area Law of 1989 to a business improvement districted formed under the Parking and Business Improvement District Law of 1994. The new 1994 Act district, the Visit Temecula Valley Tourism Business Improvement District (the "VTVTBID"), was established on February 10, 2015, and will function the same way as the existing TVTBID with the only significant difference being that the initial assessment will have a duration of five years instead of being levied every year. This will allow the Convention and Visitor's Bureau as the manager of the District to project revenues over a five year period and to develop long range projects for advertising and promotions for the benefit of lodging businesses within the City. The establishment of the new district means the existing TVTBID is no longer necessary. PROCEDURE FOR DISESTABLISH THE EXISTING TVTBID: Resolution of Intention. On February 10, 2015, the City Council initiated proceedings to disestablish the TVTBID by adopting Resolution No. 15-10 (the "Resolution of Intention"). Public Hearing. The City Council set March 10, 2015 as the date for the required public hearing on the proposed disestablishment of the TVTBI D. The City provided notice of the public hearing by publishing the Resolution of Intention one time at least seven days before the hearing and mailing the Resolution of Intention to the lodging businesses within seven days of its adoption by the City Council. Ordinance Disestablishing TVTBI D. Following the public hearing on the disestablishment of the TVTBID, the City Council will consider an ordinance disestablishing the TVTBID and amending the Temecula Municipal Code by deleting Chapter 3.40 in its entirety. FISCAL IMPACT: The assessments for the new VTVTBID are the same as for the existing TVTBI D. Lodging business will continue to collect a 4% assessment on room rents following the same process as used for the collection of the City's transient occupancy tax. ATTACHMENTS: Proposed Ordinance to Disestablish TVTBID ORDINANCE NO. 15 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA DISESTABLISHING THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT AND AMENDING THE TEMECULA MUNICIPAL CODE BY DELETING CHAPTER 3.40 IN ITS ENTIRETY THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. RECITALS The City Council of the City of Temecula hereby finds, determines and declares as follows: (a) In 2005, the City Council of the City of Temecula established the Temecula Valley Tourism Business Improvement District ("TVTBID") pursuant to the Parking and Business Improvement Area Law of 1989 (Streets and Highways Code Section 36500, et. seq.) (the "Law"); and (b) On February 10, 2015, the City Council of the City of Temecula adopted its Resolution No. 15-09 to establish the Visit Temecula Valley Tourism Business Improvement District ("VTVTBID") pursuant to the Property and Business Improvement District Law of 1994 (Streets and Highways Code Section 36600, et. seq.); and (c) The TVTBID is no longer necessary upon establishment of the VTVTBID; and (d) Pursuant to Streets and Highways Code Section 36550, the City Council may disestablish a business improvement area by adopting an Ordinance, after adopting a resolution of intention and holding a noticed public hearing; and (e) On February 10, 2015, the City Council adopted Resolution No. 15-10 declaring its intention to disestablish the TVTBID and setting March 10, 2015 as the date for a public hearing on the matter; and (f) The City Council held a duly noticed public hearing to disestablish the TVTBID on March 10, 2015. SECTION 2. Pursuant to Section 36550 of the Law, the TVTBID is hereby disestablished. SECTION 3. The Temecula Municipal code is hereby amended by deleting Chapter 3.40 in its entirety. SECTION 4. Any existing TVTBID revenue balances derived from the levy of assessments or any revenues derived from the sale of assets acquired with assessment revenues, if not required to repay outstanding obligations of the TVTBID program, shall be transferred to the Visit Temecula Valley Tourism Business Improvement District, established by the City Council on February 10, 2015, for the benefit of lodging businesses within the City. SECTION 5. The Mayor shall sign and the City Clerk shall certify to the passage and adoption of this Ordinance and shall cause the same or a summary thereof to be published and posted in the manner required by law. SECTION 6. This Ordinance shall take effect thirty (30) days after passage. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this day of , , Mayor ATTEST: Randi Johl-Olson, City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA I, Randi Johl-Olson, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. - was duly introduced and placed upon its first reading at a meeting of the City Council of the City of Temecula on the day of , and that thereafter, said Ordinance was duly adopted by the City Council of the City of Temecula at a meeting thereof held on the day of , the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: Randi Johl-Olson, City Clerk REQUESTS TO SPEAK I wish to speak._on: REQUEST TO SPEAK CITY OF TEMECULA Date: NiePublic Comment CITY COUNCIL / CSD / SARDA /THA / TPFA (Circle One) Subject: A)112411 CcrIA/LE Y Agenda Item No. For Against Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the podium and state your name for the record. Name: Address: ; Phone Number: � / If you are representing an organization or group, please give the name: (iL Li 0 its Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. I wish to speak on: REQUEST TO SPEAK CITY OF TEMECULA Date: 3 1, " 1 qublic Comment CITY COUNT/ CSD / SARDA /THA / TPFA (Circle One) Subject: M23p Agenda Item No. For Against 6Ut /A\ -- \<.3 A V<.3 Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the podium and state your (name for the record: Name: \L\C)..s-c- . Address: \ ` (_vkc- (Pr C\2 S2 ' If you are representing an organization or group, please give the name: t F \--\\C> Phone Number: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. I wish to sp- - on: Subject: REQUEST TO SPEAK CITY OF TEMECULA „te<_3/ o// Public Comment CITY COUNCIL / CSD / SARDA /THA / TPFA (Circle One) Agenda Item No. J For Against Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the podium and state your name for the rd. ,, Name: Address: Phone Numbe If you are representing an organization or group, please give the name: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional. wish to speak on: REQUEST TO SPEAK CITY OF TEMECULA Date: /et /_`j Public Comment CITY COUN IL / CSD / SARDA /THA / TPFA (Circ) Subject: (,,-G)ikeL(_L_ ry aT 1„( �r 2oC-Lt� �rn I� ok4. Agenda Item No. For Against Request to Speak forms for Public Comments or items listed on the Consent Calendar must be submitted to the City Clerk prior to the City Council commencing the Public Comment period. For all Public Hearing or Council Business items on the Agenda, a Request to Speak form must be submitted to the City Clerk prior to the City Council addressing that item. The City Clerk will call your name when the matter comes up. Please go to the podium and state your name If r th record. Name: Y\ P.c 1 " If you are representing an or anization or group, please give the name: RsC,y ©N tr\s4 Phone Number: Please note that all information presented at a City Council meeting becomes public record. All information provided is optional.