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HomeMy WebLinkAbout051298 CC AgendaIn compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (909) 694- 6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 43200 BUSINESS PARK DRIVE MAY 12, 1998 - 7:00 PM 5:30 PM - Closed Session of the City Council and Redevelopment Agency pursuant to Government Code Sections: 1. Conference with City Attorney and legal counsel pursuant to Government Code Section 54956.9(a) with respect to one matter of existing litigation involving the City and/or the Agency. The following case will be discussed: Strachota Insurance Agency va. City of Temecula, et el. 2. Conference with reel property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located at 28545 Front Street (APN 922-036-031). The negotiating parties are the City of Temecula/Redevelopment Agency of the City of Temecula and Roy G. and Victoria Black. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. 3. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition of real property located at the northwesterly corner of Second Street and Front Street. The negotiating parties are the Redevelopment Agency of the City of Temecula and John H. Poole Trust No. 1. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired. 4. Conference with real property negotiator pursuant to Government Code Section 54956.8 concerning the acquisition and leasing of real property located at 28497, 28485, 28559, and 28565 Pujol Street. The negotiating parties are the Redevelopment Agency of the City of Temecula and Affirmed Housing/Temecula Gardens, LP. Under negotiation are the price and terms of payment of the real property interests proposed to be acquired and conveyed. At approximately 9:45 PM, the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 PM and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 PM. R:\Agenda\051298 I CALL TO ORDER: Prelude Music: Invocation: Flag Salute: ROLL CALL: PRESENTATIONS/ PROCLAMATIONS PUBLIC COMMENTS Next in Order: Ordinance: No. 98-10 Resolution: No. 98-38 Mayor Ron Roberts presiding Tracy Milner Pastor Simmons, House of Praise Mayor Pro Tern Ford Comerchero, Ford, Lindemans, Stone, Roberts Transit Appreciation Day National Mental Health Month A total of 30 minutes is provided so members of the public can address the Council on items that appear within the Consent Calendar or ones that are not listed on the agenda. Speakers are limited to two (2) minutes each. If you desire to speak to the Council on an item which is listed on the Consent Calendar or a matter nQl; listed on the agenda, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business matters on the agenda, a "Request to Speak" form must be filed with the City Clerk before the Council gets to that item. There is a five (5) minute time limit for individual speakers. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, ten (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. R:\Agenda\051298 2 3 4 Standard Ordinance Adoption Procedure RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. Approval of Minutes RECOMMENDATION: 2.1 Approve the minutes of April 21, 1998. Resolution Approving List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A City Treasurer's Report as of March 31, 1998 RECOMMENDATION: 4.1 Receive and file the City Treasurer's Report as of March 31, 1998 Storm Drain Reimbursement Agreement RECOMMENDATION: 5.1 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "REIMBURSEMENT AGREEMENT FOR THE DESIGN, CONSTRUCTION, AND CONTRACT ADMINISTRATION OF CERTAIN REGIONAL STORM DRAIN FACILITIES" AND MAKING FINDINGS IN CONNECTION THEREWITH R:\Agenda\051298 3 6 7 8 9 Award of Construction Contract Public Works Department Maintenance Work Order No. 97-98-010- Removal and Replacement of AC Dikes- Various Locations RECOMMENDATION: 6.1 Award a contract for Public Works Department Maintenance Work Order No. 97-98-010 to A-Park Avenue Builders in the amount of $24,900.00 and authorize the Mayor to execute the contract; 6.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of ~2,490.00 which is equal to 10% of the contract amount. Award of Construction Contract Publiq~ Works Department Maintenance Work Order No. 97-98-009 - Citywide A.C. Repairs RECOMMENDATION: 7.1 Award a contract for Public Works Department Maintenance Work Order No. 97-98-009 to A-Park Avenue Builders in the amount of $28,970.00 and authorize the Mayor to execute the contract; 7.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $2,897.00 which is equal to 10% of the contract amount. Amendment No. 3 for Additional Professional Inspection Services with L. D. King. Inc. for Winchester Road at Interstate Route 15, Bridge Widening and Northbound Ramp Improvements - Project No. PW94-21 RECOMMENDATION: 8.1 Approve Amendment No. 3 for additional Professional Inspection Services Agreement with L. D. King, Inc. for Winchester Road at Interstate Route 15, Bridge Widening and Northbound Ramp Improvements - Project No. PW94-21 - for $1,421.00 and authorize the Mayor to execute the amendment. Release F~ithful Performance Warranty and Labor and Materials Securities in Parcel Map No. 28122 (northeast of Meadows Parkway between Rancho California Road and Rancho Vista Road) RECOMMENDATION: 9.1 Authorize release of the Faithful Performance Warranty and Labor and Materials securities in Parcel Map No. 28122; 9.2 Direct the City Clerk to so advise the developer and surety. R:\Agenda\051298 4 10 11 12 13 Accept Certain Public Improvements in Parcel Map No. 26232-2 (southeast corner of Winchester Road at Nicolas Road) RECOMMENDATION: 10.1 Accept the public sidewalk, driveway, and street lighting improvements in Parcel Map No. 26232-2; 10.2 Authorize reduction in Faithful Performance security to the ten percent (10%) warranty amount and initiation of the one-year warranty period; 10.3 Direct the City Clerk to so advise the developer and surety. Tract Map No. 24182-2 (located on the north side of State Highway 79 South between Meadows Parkway and Butterfield Stage Road) RECOMMENDATION: 11.1 Approve Tract Map No. 24182-2 in conformance with the Conditions of Approval, Subdivision Improvement Agreement, Subdivision Monument Agreement and accept the Faithful Performance Bond, Labor and Material Bond and Monument Bond as security for the agreements. Tract Map No. 24182-1 (located on the southeast corner of De Portola Road and Campanula Way RECOMMENDATION: 12.1 Approve Tract Map No. 24182-1 in conformance with the Conditions of Approval, Subdivision Improvement Agreement, Subdivision Monument Agreement and accept the Faithful Performance Bond, Labor and Material Bond and Monument Bond as security for the agreements. Design Services Contract - Temecula Library RECOMMENDATION: 13.1 Award contract of $525,000 to LPA, Inc. for the preparation of the master plan, schematic design drawings, construction documents, and project administration for the Temecula Library project; 13.2 Appropriate $212,00 from Development Impact Fees - Library Mitigation to provide sufficient funds to cover the cost of the library design services. R:\Agenda\051298 5 14 Second Reading of Ordinance No. 98-07 15 RECOMMENDATION: 14.1 Adopt an Ordinance entitled: ORDINANCE NO. 98-07 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SECTIONS 8.16.010 AND 8.16.020 OF THE TEMECULA MUNICIPAL CODE RELATING TO THE DUTY TO ABATE HAZARDOUS VEGETATION ON PRIVATE PROPERTY WITHIN THE CITY OF TEMECULA Second Reading of Ordinance No. 95-09 RECOMMENDATION: 15.1 Adopt an Ordinance entitled: ORDINANCE NO. 98-09 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADDING SECTION 10.16.042 TO THE TEMECULA MUNICIPAL CODE PROHIBITING THE PARKING OF CERTAIN MOTOR VEHICLES IN EXCESS OF TWENTY (20) FEET IN LENGTH, MOTOR VEHICLES IN EXCESS OF EIGHT {8) FEET IN HEIGHT OR NINETY (90) INCHES IN WIDTH, MOTOR VEHICLES IN EXCESS OF 10,000 POUNDS, CERTAIN COMMERCIAL MOTOR VEHICLES, AND TRAILERS DETACHED FROM A MOTOR VEHICLE FROM PARKING ON CITY STREETS IN RESIDENTIAL AREAS EXCEPT UNDER CERTAIN DEFINED CONDITIONS RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE CITY OF TEMECULA REDEVELOPMENT AGENCY AND THE WINCHESTER HILLS FINANCING AUTHORITY R:\Agenda\051298 6 TEMECULA COMMUNITY SERVICES DISTRICT MEETING Next in Order: Ordinance: No. CSD 98-01 Resolution: No. CSD 98-05 CALL TO ORDER: President Jeffrey E. Stone ROLL CALL: DIRECTORS: Comerchero, Ford, Lindemans, Roberts, Stone PUBLIC COMMENT: A total of 15 minutes is provided so members of the public may address the Board of Directors on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Board of Directors on an item ngt listed on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" before the Board of Directors gets to that item. individual speakers. form must be filed with the City Clerk There is a five (5) minute time limit for Anyone wishing to address the Board of Directors, should present a completed pink "Request to Speak" form to the City Clerk. When you are called to speak, please come forward and state your name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of April 28, 1998. 2 ADA Improvement Project, PW No. 97-09, Contract Change Order No. 2 RECOMMENDATION: 2.1 Approve Change Order No. 2 to the ADA Improvement Project in the amount of $6,071.70 for extra work to complete the project. R:\Agenda\051298 7 PUBLIC HEARINGS Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s} at the time of hearing. If you challenge any of the projects in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondences delivered to the City Clerk at, or prior to, the public hearing. 3 Proposed Residential Street Lighting Fee - Tract 21818 RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING, AND GIVING NOTICE OF AN ELECTION TO BE HELD ON JUNE 26, 1998, FOR PROPERTY OWNERS OF LOTS 1-14 AND 18-29 WITHIN TRACT NO. 21818 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1998-99 PURSUANT TO ARTICLE XIIID, SECTION 6 OF THE CALIFORNIA CONSTITUTION 3.2 Approve the Election Notice, Ballot, and Procedures for the Completion, Return and Tabulation of the Ballots; 3.3 Authorize staff to mail the ballots to the affected property owners pursuant to the aforementioned process. 4 Proposed Residential Street Lighting Fee - Tract 25892 RECOMMENDATION: 4.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING, AND GIVING NOTICE OF AN ELECTION TO BE HELD ON JUNE 26, 1998, FOR PROPERTY OWNERS WITHIN TRACT NO. 25892 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1998-99 PURSUANT TO ARTICLE XIIID, SECTION 6 OF THE CALIFORNIA CONSTITUTION R:\Agenda\051298 8 4.2 4.3 Approve the Election Notice, Ballot, and Procedures for the Completion, Return and Tabulation of the Ballots; Authorize staff to mail the ballots to the affected property owners pursuant to the aforementioned process. DISTRICT BUSINESS 5 TCSD Proposed Rates and Charges for FY1998-99 RECOMMENDATION: 5.1 Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ACKNOWLEDGING THE FILING OF A REPORT WITH RESPECT TO THE PROPOSED RATES AND CHARGES FOR FISCAL YEAR 1998-99 AND SETTING A TIME AND PLACE FOR A PUBLIC HEARING IN CONNECTION THEREWITH DIRECTOR OF COMMUNITY SERVICES REPORT - Nelson GENERAL MANAGER'S REPORT - Bradley BOARD OF DIRECTORS' REPORTS ADJOURNMENT Next regular meeting: May 26, 1998, scheduled to follow the City Council Consent Calendar, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:\Agenda\051298 9 TEMECULA REDEVELOPMENT AGENCY MEETING Next in Order: Ordinance: No. RDA 98-01 Resolution: No. RDA 98-07 CALL TO ORDER: Chairperson Karel Lindemans presiding ROLL CALL: AGENCY MEMBERS: Comerchero, Ford, Roberts, Stone, Lindemans PUBLIC COMMENT: A total of 15 minutes is provided so members of the public may address the Redevelopment Agency on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Agency on an item n~t listed on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the City Clerk before the Agency gets to that item. There is a five (5) minute time limit for individual speakers. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of April 28, 1998. 2 Award of Contract to J and M Construction to Paint the Second Phase of the Mural at the Old Town Transportation Center RECOMMENDATION: 2.1 Award the Contract for $21,250 to J and M Construction to paint the second phase of the mural at the Old Town Transportation Center; 2.2 Authorize Executive Director and Agency Counsel to Execute the contract. R:\Agenda\051298 10 3 4 Acquisition of Property for the Affordable Housing Program - 28545 Front Street (APN 922-036-031 ) RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED AT 28545 FRONT STREET (APN 022-036- 031) IN THE CITY OF TEMECULA 3.2 Authorize the expenditure of up to 8360,000 from the RDA Housing Fund for acquisition, soil testing and remediation, escrow and closing costs. Acquisition of Real Property in Old Town RECOMMENDATION: 4.1 Adopt a resolution entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED AT THE NORTHWEST CORNER OF SECOND AND FRONT STREET (APN 922-046-020) IN THE CITY OF TEMECULA 4.2 Authorize the expenditure of up to $215,000 from the RDA Fund for acquisition, soil testing, escrow and closing costs; 4.3 Appropriate $215,000 from the RDA Bond Proceeds. REDEVELOPMENT DIRECTOR'S REPORT EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBERS' REPORTS R:\Agenda\051298 11 ADJOURNMENT Next regular meeting: May 26, 1998, scheduled to follow the Community Services District Meeting, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:\Agenda\051298 12 WINCHESTER HILLS FINANCING AUTHORITY Next in Order: Ordinance: No. WHFA 98-02 Resolution: No. WHFA 98-11 CALL TO ORDER: Chairperson Jeff Comerchero ROLL CALL: AUTHORITY MEMBERS: Ford, Lindemans, Roberts, Stone, Comerchero PUBLIC COMMENT: A total of 1 5 minutes is provided so members of the public may address the Winchester Hills Financing Authority on items that are not listed on the agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Agency on an item not listed on the agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the City Clerk before the Agency gets to that item. There is a five (5) minute time limit for individual speakers. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of April 28, 1998 EXECUTIVE DIRECTOR'S REPORT AUTHORITY MEMBERS' REPORTS ADJOURNMENT Next regular meeting: May 26, 1998, scheduled to follow the Redevelopment Agency meeting, City Council Chambers, 43200 Business Park Drive, Temecula, California R:\Agenda\051298 13 RECONVENE TEMECULA CITY COUNCIL COUNCIL BUSINESS 16 Public Facilities Deposits RECOMMENDATION: 16.1 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE AMOUNT TO BE PAID FOR MITIGATION OF IMPACTS ON PUBLIC FACILITIES FROM NON- RESIDENTIAL DEVELOPMENTS FOR WHICH DEPOSITS WERE PAID TO THE CITY 17 Issuance of Refunding Bonds for Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) RECOMMENDATION: 17.1 Adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE OF SPECIAL TAX REFUNDING BONDS OF THE CITY FOR AND ON BEHALF OF THE COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA {YNEZ CORRIDOR), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND AN ESCROW AGREEMENT, APPROVING SALE OF SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS 18 Change of City Council Meeting Schedule for the Month of June 1998 RECOMMENDATION: 18.1 Direct staff to take the appropriate steps to notice change of regularly scheduled meeting of June 9, 1998 to June 16, 1998. 19 Traffic Signal Update RECOMMENDATION: 19.1 Oral Report presented by Public Works Director Kicak. R:\Agenda\051298 14 CITY MANAGER'S REPORT CITY ATTORNEY'S REPORT ADJOURNMENT Next regular meeting: May 26, 1998, 7:00 PM, City Council Chambers, 43200 Business Park Drive, Temecula, California. R:\Agenda\051298 15 PROCLAMATIONS/ PRESENTATIONS ITEM 1 ITEM 2 MINUTES OF AN ADJOURNED REGULAR JOINT MEETING OF THE TEMECULA CITY COUNCIL AND PLANNING COMMISSION CALL TO ORDER A joint meeting of the City of Temecula City Council and Planning Commission was called to order at 8:00 P.M. in the City Council Chambers, 43200 Business Park Drive, Temecula. ROLL CALL PRESENT: ABSENT: PRESENT: ABSENT: Councilmembers: Councilmember: Commissioners: Commissioner: Comerchero, Lindemans, Stone, and Ford. Roberts. Guerriero, Miller, Soltysiak, and Slaven. Fahey. PUBLIC COMMENTS None. CITY COUNCIL/COMMISSION REPORTS None. CITY COUNCIL/COMMISSION BUSINESS Review of the City's Built Environment 1.1 Receive the staff report and provide direction. Community Development Director Thornhill presented the staff report (as per written material of record). Focusing primarily on the commercial/industrial components, Mr. Thornhill noted that the City's Design Guidelines were adopted approximately one year ago; that these Guidelines have been invaluable in guiding the developers; and that these Guidelines do not include elements such as color and materials. By way of overheads, Mr. Thornhill reviewed numerous projects which were constructed within the last two years. With regard to architectural design, Commissioner Slaven relayed her opposition to the continued use of the two square towers and relayed her support to de-emphasize the use of corporate colors, noting that corporate colors are not always appropriate for a Center. Minutes\042198 1 Temecula City Council/Plannina Commission April 21, 1998 Commissioner Guerriero requested that the Planning Commission be given the opportunity to provide input at an earlier stage with regard to the internal traffic flow of a project. Mr. Guerriero as well relayed his desire for more landscaped medians. Concurring with the installation of more landscaped medians, Community Development Director Thornhill advised that the City may not condition a developer to install landscaped medians. Echoing Commissioner Guerriero's comment, Councilman Stone requested that the Council be given more lead time with regard to the installation of landscaped medians in order to permit ample time for communication necessary with various agencies to ensure the accomplishment of such installations. Impressed with the diversity of the industrial center, Councilman Stone commended the Planning Commission on a job well done as well as staff for their diligent efforts associated with working with the developers in order to obtain additional and/or more mature landscaping for the City. Mayor Pro Tem Ford requested that a policy be set, requiring a project to receive parallel review from the Planning Commission as well as the Traffic/Public Safety Commission to ensure that traffic issues are properly addressed. In response to this request, Community Development Director Thornhill noted that such additional review will add processing time to the applicant and relayed some difficulty with accomplishing this task especially for the industrial buildings which are generally fast tracked. In response to Commissioner Miller's concern relative to overall City traffic problems, Councilman Stone advised that the effects have not yet come to fruition but that problems have been identified and that solutions are in place. Mr. Stone briefly reviewed upcoming traffic measures which will go into effect in an effort to mitigate some of these concerns. Echoing Commissioner Miller's concern relative to City-wide traffic, Commissioner Slaven questioned how the Commission could address the cumulative traffic impact while reviewing a project. Sharing those concerns noted with regard to City-wide traffic, Councilman Comerchero noted that the concerns have been identified; that a plan has been implemented to alleviate the concerns; and that the results of this plan should be effective within a year or two. In response to Councilman Lindemans, City Manager Bradley advised that by law, the City's Capital Improvement Program Workshop must be reviewed, each year, by the Planning Commission prior to it being reviewed by the City Council. With regard to inviting the Planning Commissioners to the upcoming Capital Improvement Program Workshop, City Manager Bradley suggested that this invite be extended as well to the Traffic/Public Safety Commissioners. Minutes\042198 2 Temecula City Council/Plannina Commission April 21. 1998 For Commissioner Soltysiak, Senior Planner Hogan advised that after the completion of a recently City Council-approved Traffic Study, reconsideration of the City's Circulation Element will be forthcoming. Mayor Pro Tem Ford requested that copies of the City Council Workshop minutes of February 21, 1998, and March 14, 1998, be forwarded to the Planning Commissioners. In order to further enhance communications between the Council and the Commission, Councilman Stone suggested the scheduling of more joint City Council/Planning Commission meeting. At this time, the following motion was offered by Councilman Lindemans: MOTION: Councilman Lindemans moved to discuss Agenda Item No. 3 out of order. The motion was seconded by Councilman Comerchero and voice vote of those present reflected unanimous approval (Mayor Roberts absent). 3. Storage of Recreational Vehicles in Residential Zones RECOMMENDATION Receive the staff report and provide direction. Community Development Director Thornhill briefly introduced the Item. Associate Planner Fagan proceeded with a detailed overview of the staff report (as per agenda material), noting the following: that the term "vehicles" in the Development Code as it relates to recreational vehicles pertains to commercial vehicles, automobiles, trucks, trailers, motor trucks, motorcycles, mopeds, campers, camper shells, boats or other large recreational and commercial equipment; that the California Vehicle Code limits on-street parking to 72 hours; that the City's existing RV storage facilities does not accommodate the current need; that if a permit process were approved, a sticker would be issued to the vehicle; that a change in vehicle would require the owner to reapply for a new permit; that vehicles are not permitted to park in the right-of-way; that since the adoption of the existing Ordinance in January 25, 1995 (prohibiting long-term parking/storage of recreational vehicles in front yards of Minutes\042198 3 Temecula City Council/Plannine Commission April 21, 1998 residential zones), the Ordinance was not enforced to the fullest extent because of the lack personnel to enforce the Development Code considering the magnitude of the infraction. Mr. Fagan briefly reviewed the Code provisions enforced in the City of Fullerton and noted that staff had reviewed several Code provisions from other cities. City Attorney Thorson advised that CC&Rs bind each individual homeowner within the tract to abide by certain rules and those rules also have enforcement provisions which are then enforced by the Homeowners Association and that ordinances are adopted by the City and enforced by the City, noting that whichever regulation is more stringent will be enforced by the City or the Homeowners Association. With regard to entry monument signs posting parking requirements/restrictions throughout the City, City Manager Bradley, for Mayor Pro Tem Ford, noted that other cities have installed such signs and that the courts have upheld those cities' enforcement of those parking requirements. City Attorney Thorson advised that the California Vehicle Code preempts all City regulations of Vehicle Code matters and parking issues, noting that the only time a City may regulate vehicle and/or parking issues is when it is under direct authority from the Vehicle Code. Although the Vehicle Code permits the parking of vehicles on City streets up to but not to exceed 72 hours, Mr. Thorson stated that other provisions of the Vehicle Code permit restricting parking during specific time periods (2:00 A.M. to 4:00 A.M., 2-hour parking, 24- minute parking, etc.). Because parking on streets would be a Police Department issue, City Manager Bradley advised that Code Enforcement does not regulate cars/vehicles parked on City streets. At 9:21 P.M., a recess was called with Mayor Pro Tern Ford reconvening the meeting at 9:31 P.M. Mr. Don Rohrabacher, 44281 Flores Drive, encouraged the City Council to enforce the existing Ordinance. Advising that when he purchased his home, Mr. Ed Sterling, 40466 Chauncey Way, noted that the realtor had advised him that no RVs would be permitted unless a special driveway would be built. Mr. Sterling noted that the presence of RVs negatively impacts the property in two ways -- property devaluation and safety. Mr. James Horn, 31467 Sonoma Lane, past owner of a RV, noted that no new laws are necessary and encouraged the City Council to enforce the existing rules and regulations. Minutes\042198 4 Temecula Citv Council/Plannina Commission April 21, 1998 Voicing his concern relative to on-street RV parking, Mr. Carmine Latrecchia, 31533 Corte Pacheso, encouraged the Homeowners to enforce the existing CC&Rs. Mr. George Marshall, 31880 Corte Positas, suggested the implementation of a no parking or restricting parking to two-hours policy. In light of the growth in this City, Mr. Marshall encouraged the City to address this matter now. Mr. Kevin Smith, 31265 Enfield Avenue, owner of a boat, relayed his concurrence with the 72-hour prohibition of on-street parking and relayed his support of an individual being able to park a licensed vehicle in the driveway and/or paved surface. Mr. Melvin Marks, 32121 Corte Carmona, commented on how on-street RV parking negatively impacts property values. Ms. Zillah Rodgers, 32124 Corte Caroma, encouraged the City to enforce the existing Ordinance. Viewing the aesthetic appearance of RVs as unsightly, Ms. Anna Bale, 29901 Corte Castille, relayed her opposition to on-street RV parking and encouraged the City Council to enforce the existing laws. Being of the opinion that garages should be used, Mr. Bill Gray, 4044 Yardley Court, encouraged the City Council to enforce the existing Ordinance. Community Development Director Thornhill advised that the existing Ordinance which governs the parking of vehicles on private property was adopted January 25, 1995, noting that prior to the adoption of this Ordinance, the CC&Rs governed such action. Mr. Don Berg, 41511 Riesling Court, encouraged the City Council to enforce the existing Ordinance but noted that driveway RV parking should be permitted as long as the sidewalk is not obstructed and no line-of-sight problems are created. In light of the City's concern with regard to the aesthetic appearance of the business/commercial areas (as per Agenda Item No. 1), Ms. Betty Condren, 40741 Calle Katefine, requested that the same concern be extended to the residential neighborhoods. By way of a photograph, Ms. Condren relayed her concern with a camper, parked in a driveway, obstructing her view. She encouraged the City Council to enforce the existing Ordinance and advised that she lives in a neighborhood which does not have a Homeowners Association. In an effort to retain the City's current standards, Mr. Paul Knowles, 40769 Calle Katerine, relayed his opposition to a permit system and encouraged the City Council to enforce the existing Ordinance. Minutes\042198 5 Temecula Citv Council/Plannina Commission Aoril 21. 1998 Mr. Charles Hankley, 31745 Via Cordoza, an RV owner, relayed his opposition to RV on- street parking because of the potential safety concern and because of aesthetic appearance. He noted that RVs should be parked out of a neighborhood and should be properly screened. In deference to his neighbors, Mr. Frank Geyer, 40466 Chauncey Way, RV owner, informed the Councilmembers that he stores his RV at a facility. Because his neighborhood does not have a homeowners association, he encouraged the Council to enforce the existing Ordinance to ensure such on-street parking will not decrease neighboring property values. Encouraging the City Council to express the same aesthetic concern for residential neighborhoods as it does for business/commercial areas, Ms. Patricia Hall, 27483 Lark Court, relayed her opposition to on-street RV parking as well as RVs parking in driveways and, therefore, encouraged the City Council to enforce the existing Ordinance. Mr. Dwaine Lewis, 40461 Calle Medusa, advised that the current allowable time frame for a RV to park in the driveway (5 days) is in excess and recommended that this period be decreased to 24 hours. Ms. Frances Brent, 31448 Corte Montiel, relayed her opposition to on-street RV parking; noted that additional RV storage facilities should be made available throughout the City; and encouraged the City Council to enforce the existing Ordinance prior to this problem further impacting neighborhood property values. Mr. Tom Harpster, 4055 New Town Drive, informed the Councilmembers that his particular neighborhood does not have a homeowners association; concurred with the comment that on-street parking could create a safety; recommended that the City Council enforce the existing Ordinance and that those homeowners associations with CC&Rs be assisted in ensuring that those CC&Rs are properly enforced. Mr. Mike Ramey, 40583 Windsor Road, advised that he resides in a neighborhood which does not have a homeowners association; relayed his support of a driveway permit process in the event the RVs cannot be parked in the side yard or backyard; and concurred that RVs should not be parked on local streets because of safety concerns. Mr. Arlin Somers, 40563 New Town Drive, RV owner, advised that he parks his RV in the driveway because he is unable to store his RV in the backyard or the side yard of his house. Mr. Jim Duffey, 40449 Chauncey Way, encouraged the City Council to enforce the existing Ordinance. Mr. Don Gravett, 30258 Mira Loma Drive, noted that homeowner associations should be forced to enforce the CC&Rs and requested that the City not impose a restriction which would further impact the local streets with RV parking because the homeowners associations will not be able to resolve the matter. Minutes\042198 6 Temecula City Council/Plannina Commission April 21, 1998 Opposing on-street RV parking as well as an individual living in a RV, Mr. Hector Mendoza, 30071 Calle Carranza, noted that a resident should be able to store a RV on his/her own property. Ms. Cecilia Axton, 301 69 Sierra Madre Drive, noted that, in her opinion, RVs obstruct residential views; that in the event of limited space, RVs should not be permitted to park in tract home areas; and that RV parking decreases the neighborhoods' property values. Because the existing Ordinance is not consistent with the existing CC&Rs, Mr. Bill Brown, 30959 Del Rey Road, suggested that the existing Ordinance be removed for those areas where CC&Rs are in existence and that an Ordinance be adopted for those areas with no CC&Rs. He recommended that the current five-day RV driveway parking allowance be reduced. Mr. Deraid Hansen, 20398 Senela Place, concurred with the City's aesthetic requirements for the business/commercial areas and noted that residential neighborhoods deserve the same aesthetic requirements. Mr. Keith Caddy, 40571 New Town Drive, a RV owner, advised that his RV is parked off- street as well as off the driveway. Mr. Caddy relayed no concern with the existing Ordinance; noted that a restriction such as no parking between the hours of 2:00 A.M. to 4:00 A.M. may pose a problem for visitors; and stated that if a resident is unable to park his RV in the backyard or side yard, he should be able to park the RV, in a safe manner, in the driveway. Encouraging the City Council to readdress the City's Development Code, Mr. Ed Mourles, 27595 Dandelion Court, a RV owner, advised that he was required to construct a paved surface under his RV. Mr. Carl Ross, 43886 Butternut Drive, encouraged the City Council to enforce the existing Ordinance and noted that the City should aid the homeowners associations in implementing the CC&Rs. By way of photographs, Mr. David Micheah, 30300 Churchill Court, spoke in support of a visitor permit process and noted that RVs should either be properly screened or stored at a parking facility. Mr. Paul Jacobs, 32370 Corte Zamora, encouraged the City Council to enforce the existing Ordinance and voiced no objection to RV visitor parking. Mr. Bill Bolsom, Meadowview, relayed his support of a permit process. Referencing a parking prohibition enforced in the City of Mission Viejo, Councilman Stone spoke in support of a restriction which would prohibit any vehicle in excess of 20' to 25' from parking during the hours of 2:00 A.M. to 4:00 A.M. Minutes\042198 7 Temecula City Council/Plannin(3 Commission April 21, 1998 Further clarifying the Ordinance imposed in the City of Mission Viejo, City Attorney Thorson advised that it prohibits, on City streets, parking of vehicles which exceed a particular length and width with no hour restriction. Speaking in support of such an Ordinance, Councilman Stone suggested that such an Ordinance include the prohibition of parking unattached trailers on City streets at any time. Because the City's current storage facilities could not possibly meet the existing demand, Councilman Stone informed the Councilmembers of a City which leases property and then provides a storage facility to its residents at a lower cost, noting that he would further explore this matter. Because those individuals who purchased homes in a homeowners association area were aware of the rules, Councilman Stone encouraged those homeowners associations to enforce the CC&Rs or to hire a management company which could accomplish this task. For the benefit of the homeowners associations, Mr. Stone suggested the scheduling of a workshop at which City Attorney Thorson could provide information with regard to enforcement to the association. For those individuals who purposely purchased homes in a non-homeowner association area, Councilman Stone stated that the existing Ordinance should be amended to include the following: no RVs should protrude into the right-of-way; RVs must be operable; if space were available to park a RV in the rear or side yard, the owner should be required to park it there; no one should be permitted to live in a RV; no permit process. Concurring with Councilman Stone's comments, Councilman Lindemans stated that the City should enforce the Ordinance previously adopted; encouraged the City Council to first resolve the on-street parking problem, relaying his support of the Ordinance adopted in Mission Viejo; voiced his objection to a permit process with the exception to those individuals who are unable to parking a RV in the rear or side yard; and noted that the existing Development Code should be readdressed. Mayor Pro Tern Ford noted that the Development Code of 1995 was not properly enforced because it did not meet the true needs. Advising that on-site and street parking are two separate issues, City Attorney Thorson noted that any prohibition of street parking would require the adoption of an Ordinance which would go into effect 30 days after its second reading, prohibiting the parking of vehicles in excess of a particular size. Councilman Stone requested that such an Ordinance include the prohibition of unattached trailers of any size. Minutes\042198 8 Temecula Citv Council/Plannino Commission April 21, 1998 MOTION: Councilman Stone, seconded by Councilman Comerchero, moved that the City Attorney draft an Ordinance and an Urgency Ordinance which would prohibit the parking of vehicles of a particular size including unattached trailers of any size and that this Ordinance be addressed at the April 28, 1998, City Council meeting. Voice vote of those present reflected unanimous approval with the exception of Mayor Roberts who was absent. When the Planning Commission reviewed this matter, Commissioner Slaven informed the Councilmembers that the Commission did not consider whether or not a neighborhood was represented by a homeowners association. Because homeowners associations, in her opinion, do not have the power to resolve difficult issues such as this one, Commissioner Slaven stated that it should be the City's responsibility to resolve this issue. Having managed homeowners associations, Ms. Slaven advised that there are associations which prohibit the storage of RVs even though the residential lots are large enough to accommodate such a vehicle. Community Development Director Thornhill noted that the existing Ordinance permits five days of driveway parking for visitors, loading, and unloading. With regard to visitor parking, Commissioner Miller informed the Councilmembers that the Commission had recommended that this length of time be decreased to two days. Mr. Miller stated that he would support a temporary permit process and could favor extending visitor parking to three days. For those lots which are small, have no side yard, and the RV does not protrude into the right-of-way area, Councilman Lindemans suggested that the City grandfather such cases until the City would be able to provide low-cost RV parking. With regard to the telephonic permit process, City Manager Bradley advised that several cities utilize such a process, noting that a RV owner would be entitled to so many per year and that this process would be at no cost to the resident. MOTION: Councilman Lindemarts moved to impose a telephonic permit process whereby the resident must notify the City's Police Department with the license number of the visiting RV; that the permit be limited to three days and not to exceed four times a year; that the permit may be renewable once with a six-day maximum at a time; and that the permit would run with the residence. The motion was seconded by Councilman Comerchero and voice vote of those present reflected unanimous approval with the exception of Mayor Roberts who was absent. For Commissioner Slaven, Community Development Director Thornhill advised that the City has an existing Code which addresses inoperable vehicles stored in the driveway to which City Attorney Thorson as well noted that inoperable vehicles within public view are governed by the Vehicle Code. Minutes\042198 9 Temecula Citv Council/Plannino Commission April 21, 1998 MOTION: Councilman Comerchero moved that the City Attorney prepare an Ordinance, which is to be reviewed by the Planning Commission at a public hearing and subsequently reviewed by the City Council, amending Section 17.24.020D)(1 )(f) of the City's Development Code by reducing the temporary parking periods from five days to two days with the exclusion of automobiles and including all recreational vehicles and that this Ordinance should as well include a funding mechanism to ensure proper Code enforcement. Mayor Pro Tem Ford seconded the motion. (This motion was ultimately superseded by a substitute motion,) Reiterating his previous comment, Councilman Lindemans noted that if the RV does not protrude into the right-of-way, if no other storing options are available on the property, and if the resident has stored the vehicle on his property for years, these circumstances should be grandfathered in until the City is able to provide low-cost storage facilities. Mr. Lindemarts suggested a six-month transition period. Commissioner Guerriero suggested that the possibility of grandfathering be explored by the Planning Commission. Community Development Director Thornhill suggested that this matter be discussed with one Councilmember, one Commissioner, and staff; that after review, the matter be forwarded to the Planning Commission at its May 6, 1998, meeting for review; and that after review, the matter be forwarded to the City Council for final review. Councilman Stone reiterated his opposition to exclude on-street RV parking in those areas with no homeowners associations, noting that the residents should have the ability to park a recreational vehicle in the streets if it does not create a detrimental safety concern. In response to Councilman Stone, Police Chief LaBahn noted that incidents have occurred throughout the City where the parking of a RV on City streets has created a safety concern. Councilman Comerchero concurred that those residents in a non-homeowners associations should be given a transition period. Commissioner Slaven concurred that the Planning Commission could address these issues at the May 6, 1998, Planning Commission meeting for review and then forward a draft Ordinance to the City Council for review and consideration. SUBSTITUTE MOTION: Councilman Stone moved that staff provide bullet points of this meeting to the Planning Commission so that the Commission would be able to make a recommendation to the City Council for final review and action. The motion was seconded by Councilman Comerchero and voice vote of those present reflected unanimous approval with the exception of Mayor Roberts who was absent. Minutes\042198 10 Temecula City Council/Plannina Commission April 21, 1998 At this time, the City Council returned to regular Agenda Order to discuss Item No. 2. 2. Temporary Sign Enforcement Program 2.1 Authorize a proactive Temporary Sign Enforcement Program. In light of the time, the following motion was offered: MOTION: Councilman Lindemans moved to continue this Agenda Item. The motion was seconded by Councilman Stone and voice vote of those present reflected unanimous approval (Mayor Roberts absent). CITY MANAGER'S REPORT None. CITY ATTORNEY'S REPORT None. ADJOURNMENT At 12:34 A.M., Mayor Pro Tem Ford formally adjourned the City Council meeting to Tuesday, April 28, 1998, at 7:00 P.M. Ron Roberts, Mayor ATTEST: Susan W. Jones, CMC Acting City Clerk Minutes\042198 11 ITEM 3 RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the Office of the City Clerk, have been audited by the City Manager, and that the same are hereby allowed in the amount of $1,219,023.47 Section 2. The City Clerk shall certify the adoption of this resolution. APPROVED AND ADOPTED, this 12th day of May, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC Acting City Clerk [SEAL] Resos 98- 1 STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting City Clerk of the City of Temecula, hereby do certify that the foregoing Resolution No. 98- was duly adopted at a regular meeting of the City Council of the City of Temecula on the 12th day of May, 1998 by the following roll call vote: AYES: 0 COUNCILMEMBERS: None NOES: 0 COUNCILMEMBERS: None ABSENT: 0 COUNCILMEMBERS: None Susan W. Jones, CMC Acting City Clerk Resos 98- 2 CITY OF TEMECULA LIST OF DEMANDS 04/23/98 TOTAL CHECK RUN: 04/30/98 TOTAL CHECK RUN: 05/12/98 TOTAL CHECK RUN: 04/30/98 TOTAL PAYROLL RUN: TOTAL UST OF DEMANDS FOR 04/14/98 COUNCIL MEETING: DISBURSEMENTS BY FUND: CHECKS: 001 165 190 191 192 193 195 210 28O 3OO 320 330 34O 380 390 GENERAL FUND RDA DEV-LOW/MOD SET ASIDE COMMUNITY SERVICES DISTRICT TCSD SERVICE LEVEL A TCSD SERVICE LEVEL B TCSD SERVICE LEVEL C TCSD SERVICE LEVEL D TCSD SERVICE LEVEL R CAPITAL IMPROVEMENT PROJ. FUND REDEVELOPMENT AGENCY-ClP INSURANCE FUND INFORMATION SYSTEMS SUPPORT SERVICES FACILITIES RDA - DEBT SERVICE TCSD - DEBT SERVICE PAYROLL: 001 165 190 191 192 193 194 280 300 320 33O 34O GENERAL RDA-LOW/MOD TCSD TCSD SERVICE LEVEL A TCSD SERVICE LEVEL B TCSD SERVICE LEVEL C TCSD SERVICE LEVEL D RDA-CIP INSURANCE INFORMATION SYSTEMS SUPPORT SERVICES FACILITIES TOTAL BY FUND: , GEI~ R~"~ERTS, DIRECTOR OF FINANCE RONALD E. BRADLEY, CITY MANAGER $ 94,399.42 386,036.74 589,365.52 1 49,221.79 $ 1,219,023.47 601,954.61 17,277.92 40,791.08 264.61 71,344.79 4,638.80 572.25 0.00 148,448.26 132,965.50 2,902.10 45,215.78 2,779.12 0.00 0.00 $ 1,069,801.68 99,074.32 4,152.83 29,465.97 67.64 167.35 2,142.34 943.62 4,476.35 1,1 03.11 3,046.21 768.50 3,813.55 149,221.79 1,219,023.47 , HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. , HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. VOUCHRE2 04/23/98 12:01 CITY OF TEMECULA VOUCNER/CNECK REGISTER FOR ALL PERIODS PAGE FUND TITLE 001 GENERAL FUND 165 RDA DEV' LOW/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 193 TCSD SERVICE LEVEL C CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY - CIP 300 INSURANCE FUND 320 INFORMAT]ON SYSTEMS 340 FACILITIES AMOUNT 53,941.78 4,137.20 13,691.63 212.12 1,533.63 4,703.16 6,486.86 835.80 8,345.90 511.34 TOTAL 94,399.42 VOUCHRE2 04/23/98 VOUCHER/ CHECK NUMBER 48996 48996 48999 48999 49000 49001 49001 49002 49002 49002 49003 49003 49004 49004 49004 49005 49006 49006 49007 49008 49009 49009 49009 49010 49011 49011 49012 49013 49014 49014 49015 49016 12:01 CHECK DATE 04/20/98 04/20/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 VENDOR VENDOR NUMBER NAME 001420 JOLLY JUMPS 001420 JOLLY JUMPS 001281 ALHAMBRA GROUP 001281 ALHAMBRA GROUP 001912 ALLMON, VYLANI 001375 001375 000936 000936 000936 000101 000101 000622 000622 000622 003126 002951 002951 002086 000387 000135 000135 000135 001014 002631 002631 002413 001393 001393 002990 003006 AMERICAN CONSTRUCTION AMERICAN CONSTRUCTION AMERICAN RED CROSS AMERICAN RED CROSS AMERICAN RED CROSS APPLE ONE, INC. APPLE ONE, INC. BANTA ELECTRIC-REFRIGER BANTA ELECTRIC-REFRIGER BANTA ELECTRIC-REFRIGER BOOMGAARDEN, DENNIS BRUCE W. HULL & ASSOCIA BRUCE N. HULL & ASSOCIA CALIFORNIA PAVEMENT MAN CAREER TRACK SEMINARS M CENTRAL CITIES SIGN SER CENTRAL CITIES SIGN SER CENTRAL CITIES SIGN SER COUNTRY SIGNS & DESIGNS COUNTS UNLIMITED, INC. COUNTS UNLIMITED, INC. COUPAR-WILLIAMS, TAMMY DALEY & HEFT DATA TICKET, INC. DATA TICKET, INC. DAVID TURCH & ASSOCIATE DEWITT CUSTOM PAINTING CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERlOOS ITEM DESCRIPTION JOLLY JUMPS:SPRING EGG HUNT JOLLY JUMPS:SPRING CRAFT FAIR DESIGN SRVCS:BASKETBALL COURT DESIGN SERVICES-MARGARITA PARK TCSD INSTRUCTOR EARNINGS MB:JACK HOOSON:4/01/98-4/01/99 MB:MIKE WOLFF:1998 YEAR SUPPLIES FOR LIFEGUARD PRGM CPR/1ST AID CERT. CARDS CPR/1ST AID CERT. CARDS TEMP HELP W/E 2/28 A.CRAMER TEMP HELP W/E 2/28 K.WILLIAMS ELECTRICAL SERVICES - TCC ELECT. SERVICES-MAINT FACILITY ELECTRICAL SERVICES-PARKS TCSD INSTRUCTOR EARNINGS APPRAISAL OF PROPERTY-CFD88-12 CREDIT:EXCEEDS CONTRACT AMOUNT RELEASE RETENTION:Pg97-13 ACCOUNT NUMBER 190-183-999-5370 190-183-999-5370 190-180-999-5248 210-190-119-5802 190-183-999-5330 001-163-999-5226 001-165-999-5226 190-180-999-5261 001-150-999-5250 001-150-999-5250 001-150-999-5261 280-199-999-5362 190-184-999-5212 340-199-702-5212 190-180-999-5212 i90-183-999-5330 001-1280 001-1280 001-2035 SEM:A.ELMO:MANAGER SKILLS:6/17 001-162-999-5261 (8) DUCK POND SIGNS SIGNS FOR VARIOUS PARKS SALES TAX DIRECTIONAL SIGN TO SR CENTER FEB TRAFFIC COUNT CENSUS TRAFFIC COUNT CENSUS REFUND: MOMMY & ME FEB LEGAL SVC-STRACHOTA/HEMME MAR PARKING CIT. PROCESSING MAR PARKING CIT. PROCESSING RETAIN PUBLIC ADVOCACY FIRM RES.IMPROVE.PRG:GULLET/FLORES 190-180-999-5212 190-180-999-5212 190-180-999-5212 190-180-999-5244 001-164-602-5406 001-164-602-5406 190-183-4982 300-199-999-5246 001-140-999-5250 001-170-999-5250 001-110-999-5248 165-199-813-5804 ITEM AMOUNT 330.00 140.00 2,579.44 750.00 582.66 125.00 125.00 10.00 245.00 80.00 359.91 154.80 382.00 164.60 112.50 151.20 16,500.00 4,000.00- 16,357.95 149.00 347.04 433.80 60.52 751.76 800.00 558.00 30.00 825.45 17.50 17.50 2,000.00 1,250.00 PAGE 1 CHECK AMOUNT 470.00 3,329.44 582.66 250.00 335.00 514.71 659.10 151.20 12,500.00 16,357.95 149.00 84i.36 751.76 1,358.00 30.00 825.45 35.00 2,000.00 1,250.00 VOUCHRE2 CITY OF TEMECULA 04/23/98 12:01 VOUCHER/CHECK REGISTER FOR ALL PERIOOS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AJ40LINT CHECK AMOUNT 49017 04/23/98 001669 DUNN EDWARDS CORPORATIO GRAFFITI REMOVAL SUPPLIES 001-164-601-5218 312.76 312.76 49018 04/23/98 002060 EUROPEAN DELl & CATERIN BRKFST MTG:APT. MGRS/POP TEAM 001-110-999-5223 218.35 218.35 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAM HICKS PK-LDSC IMPROVEMENTS 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE MULCH 190-180-999-5415 49019 04/23/98 001056 EXCEL LANDSCAPE SAODLEWOOO-IRRIGATION REPAIRS 193-180-999-5212 49019 04/23/98 001056 EXCEL LANDSCAPE SADDLEWOOD IRRIG. REPAIRS 193-180-999-5212 49019 04/23/98 001056 EXCEL LANDSCAPE SANDBAG INSTALLATION:C. ARAGON 190-180-999-5212 49019 04/23/98 001056 EXCEL LANDSCAPE CALLE ARAGON PARK IRRIG.REPAIR 190-180-999-5212 49019 04/23/98 001056 EXCEL LANDSCAPE LOMA LINDA PK DRAIN REPAIR 190-180-999-5212 350.00 250.00 105.00 35.00 100.00 450.00 60.00 180.00 30.00 182.64 71.36 37.88 76.80 173.63 2,102.31 49020 04/23/98 002?97 EXPERTEES 49020 04/23/98 002?97 EXPERTEES POLO SHIRTS - MARKETING PROG 280-199-999-5270 CREDIT:T-SHIRTS ARE FOR RESALE 280-199-999-5270 4,481.35 317.35- 4,164.00 49021 04/23/98 000478 FAST SIGNS 49021 04/23/98 000478 FAST SIGNS PK SIGNS:CLOSED:PESTICIDE APPL 190-180-999-5212 SALES TAX 190-180-999-5212 250,00 19.38 269.38 49022 04/23/98 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-110-999-5230 49022 04/23/98 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-162-999-5230 49022 04/23/98 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 001-140-999-5230 49022 04/23/98 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 190-180-999-5230 49022 04/23/98 000165 FEDERAL EXPRESS, INC. EXPRESS MAIL SERVICES 300-199-999-5250 6.60 22.30 16.25 61.85 10.35 117.35 49023 04/23/98 003146 FIRE HOOKS UNLIMITED, I PRO BAR FOR FIRE ST#73 TRUCK 001-171-999-5242 165.00 49023 04/23/98 003146 FIRE HOOKS UNLIMITED, I FREIGHT 001-171-999-5242 9.93 174.93 49024 04/23/98 000166 FIRST AMERICAN TITLE CO LOT BOOK RPT - STEVE SLAUGHTER 165-199-813-5804 150.00 150.00 49025 04/23/98 000184 G T E CALIFORNIA - PAYM 909-197-5072-APR-GENERAL USAGE 320-199-999-5208 4,432.08 49025 04/23/98 000184 G T E CALIFORNIA - PAYM 909-676-0783-APR-GENERAL USAGE 320-199-999-5208 70.52 49025 04/23/98 000184 G T E CALIFORNIA - PAYM 909-676-6243-APR-PALA COMM PRK 320-199-999-5208 29.24 49025 04/23/98 000184 G T E CALIFORNIA - PAYM 909-699-8632-APR-GENERAL USAGE 320-199-999o5208 30.27 4,562.11 49026 04/23/98 002141 GEIS, PAUL MOTORCYCLE REPAIR CITY POLICE 001-170-999o5214 100.00 100.00 49027 04/23/98 002528 GLASS BLASTERS NEW HIRE EMPLOYEE MUGS 001-150-999-5265 33.00 49027 04/23/98 002528 GLASS BLASTERS SALES TAX 001-150-999-5265 2.56 35.56 49028 04/23/98 000177' GLENNIES OFFICE PROOUCT MISC. OFFICE SUPPLIES 001-170-999-5220 1.68 1.68 49029 04/23/98 002174 GROUP 1 PRODUCTIONS VIDEO DUPLICATION-OLD TCYdN 280-199-999-5362 150.00 150.00 49030 04/23/98 003156 HERNANDEZ, RICHARD RESIDENTIAL REHAB PRGM:WHITE 165-199-813-5804 1,800.00 1,800.00 VOUCHRE2 04/23/98 12:01 VOUCHER/ CHECK CHECK VENDOR NUMBER DATE NUMBER 49031 04/23/98 002098 49031 04/23/98 002098 49032 04/23/98 000388 49033 04/23/98 003138 49034 04/23/98 001539 49035 04/23/98 003136 49036 04/23/98 001894 49036 04/23/98 001894 49037 04/23/98 002772 49038 04/23/98 001667 49038 04/23/98 49039 04/23/98 49040 04/23/98 002789 49040 04/23/98 002789 49040 04/23/98 002789 49041 04/23/98 001123 49041 04/23/98 001123 49041 04/23/98 001123 49041 04/23/98 001123 49042 04/23/98 001982 49043 04/23/98 001534 49044 04/23/98 003033 49044 04/23/98 003033 49045 04/23/98 002187 49046 04/23/98 002282 49047 04/23/98 002693 49048 04/23/98 49049 04/23/98 49049 04/23/98 49050 04/23/98 49050 VENDOR NAME HOUSE OF MOTORCYCLES HOUSE OF MOTORCYCLES I C B O, INC. INDUSTRIAL ASPHALT IRRIGATION ASSOCIATION, JIMNI SYSTEMS, INC JOHNSON FENCE COMPANY dOHNSON FENCE COMPANY KELLEY BLUE BOOK KELLY TEMPORARY SERVICE 001667 KELLY TEMPORARY SERVICE KHAN, STEPHANIE KIMCO STAFFING SOLUTION KIMCO STAFFING SOLUTION KIMCO STAFFING SOLUTION KNOX INDUSTRIAL SUPPLIE KNOX INDUSTRIAL SUPPLIE KNOX INDUSTRIAL SUPPLIE KNOX INOUSTRIAL SUPPLIE L WILLIAMS LANDSCAPE, I LA MASTERS OF FINE TRAV LAKE ARROWHEAD RESORT LAKE ARROWHEAD RESORT LAKE ELSINORE ANIMAL FR LIEBER, CAROM MATROS, ANDREA MEYERS, SABRINA 001384 MINUTEMAN PRESS 001384 MINUTEMAN PRESS 000228 MOBIL CREDIT FINANCE CO 04/23/98 000228 MOBIL CREDIT FINANCE CO CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION MOTORCYCLE PARTS & REPAIR MOTORCYCLE PARTS & REPAIR SUB:EVAL.RPTS-BLDG INSPECTORS A.C. FOR CITYWIDE REPAIRS RENEWAL:IBT SUBSCRIPTION/CERT. SKATE PARK-ANNUAL INSPECTION SICRTE PARK HAND RAILING SKATE PARK-KICK PLATES BLUE BOOK SUBSCRIPTION TEMP HELP W/E 4/5 MILES TEMP HELP W/E 4/5 MILES REFUND: FOCUS ON FLOWER TEMP HELP W/E 3/01K.GLENN TEMP HELP W/E 3/01K.GLENN TEMP HELP W/E 4/5 GLENN MISC. SUPPLIES FOR PW MAINT SALES TAX MISC. SUPPLIES FOR PW MAINT SALES TAX EMERGENCY CITYWIDE TREE TRIM AIR:LOBBYING ACT:BRADLEY 5/1-9 EXEC. MGMT RETREAT MEALS EXECUTIVE MGMT RETREAT-LODGING MAR ANIMAL CONTROL SERVICES TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS REFUND: KINDER TUMBLER QTY 1000 POLICE BUSINESS CARDS SALES TAX FUEL FOR CITY VEHICLES FUEL FOR CITY VEHICLES ACCOUNT NUMBER 001-170-999-5214 001-170-999-5214 001-162-999-5228 001-164-601-5218 190-180-999-5226 190-182-999-5212 190-180-999-5212 190-180-999-5212 001-170-999-5228 001-163-999-5118 001-164-604-5118 190-183-4982 . 001-150-999-5118 001-150-999-5118 001-150-999-5118 001-164-601-5218 001-164-601-5218 001-164-601-5218 001-164-601-5218 001-164-601-5402 001-110-999-5258 001-150-999-5260 001-150-999-5260 001-172-999-5255 190-183-999-5330 190-183-999-5330 190-183-4982 001-170-999-5222 001-170-999-5222 001-164-601-5263 001-170-999-5262 ITEM AMOUNT 162.45 28. O0 125.00 137.65 40.00 200. O0 200. O0 700. O0 54.00 83.20 249.60 51.00 184.00 232. O0 354.25 973.60 75.45 4.78 .37 550. O0 325.00 1,035.84 1,585.53 3,842.02 387.20 302.40 41.00 76.50 5.93 75.36 93.01 PAGE 3 CHECK AMOUNT 190.45 125.00 137.65 40.00 200.00 900.00 54.00 332.80 51.00 770.25 1,054.20 550.00 325.00 2,621.37 3,842.02 387.20 302.40 41.00 82.43 168.37 VOUCHRE2 04/23/98 VOUCHER/ CHECK NUMBER 49051 49052 49053 49053 49054 49055 49055 49055 49056 49057 49058 49058 49058 49059 49059 49059 49060 49060 49061 49062 49062 49062 49063 49064 49065 49066 49066 49066 49066 49067 49068 49069 49069 12:01 CHECK DATE 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 VENDOR NUMBER 002105 002993 000254 000254 002110 002776 002776 002776 002402 000879 000947 000947 000947 000262 000262 000262 002826 002826 002826 001046 000418 001592 002181 002181 002181 002181 000793 000645 000645 VENDOR NAME OLD TOWN TIRE & SERVICE PARSONS, BRINCKERHOFF, PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN PRIME EQUIPMENT PRIME HATRIX~ INC. PRIME MATRIX, INC. PRIME MATRIX, INC. R J WILLIAMS RADISSON HOTEL RANCHO BELL BLUEPRINT C RANCHO BELL BLUEPRINT C RANCHO BELL BLUEPRINT C RANCHO CALIFORNIA WATER RANCHO CALIFORNIA WATER RANCHO CALIFORNIA WATER RANCHO CONGREGATION OF P~RNCHO CONGREGATION OF RANCHO ELEMENTARY SCHO0 REDLANDS CAMERA REDLANDS CAMERA REDLANDS C/U4ERA REXON, FREEDMAN, KLEPET RIVERSIDE CO. CLERK & R RIVERSIDE CO. INFORMATI RIVERSIDE CONSTRUCTION RIVERSIDE CONSTRUCTION RIVERSIDE CONSTRUCTION RIVERSIDE CONSTRUCTION RUSSO, ANTHONY SCANTRON-FPC CORPORATIO SMART & FINAL, INC. SMART & FINAL, INC. CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION CITY VEHICLE REPAIRS & MAINT MAR DESIGN SRVCS-WINCH/I-15 RECRUITMENT ADS:OPEN POSITIONS PUBLIC NOTICE - POLICE DEPT EQUIPMENT RENTAL FOR P.W. DEPT 500-1377-MAR-SENIOR CNTR VAN 500-2330-MAR-CITY VAN 500-3948-MAR-INFO SYSTEMS CITY HALL-CABINET- RESTROOM HTL:PERMITS PLUS:5/19-22/98 BLUEPRINTS AND MISC SUPPLIES BLUEPRINTS AND MISC SUPPLIES BLUEPRINTS AND MISC SUPPLIES WATER SERVICE-VARIOUS METERS WATER SERVICE-VARIOUS METERS WATER SERVICE-VARIOUS METERS REFUND: SECURITY DEPOSIT ROOM RENTAL REFUND: ROOM RENTAL POLAROID PRO CAMERA FOR POLICE HAND CASE FOR PRO CAMERA SALES TAX liAR PROF LEGAL SERVICES APERTURE CARDS DUPLICATES MAR RADIO RENTAL C/O #16 PRGSS PMT-WINCH/I-15 MAR C/O #16-WINCHERSTER/I-15 RETENTION W/H C/O #16-WINCH/15 RETENTION W/H C/O#16-WINCH/15 REFUND: CRAFT FAIR SCANTRON SCANNER MAINTENANCE MISC. SUPPLIES MISC. SUPPLIES ACCOUNT NUMBER 001-165-999-5214 210-165-697-5802 001-150-999-5254 001-170-999-5250 001-164-601'5238 190-180-999-5208 190-180-999-5208 320-199-999-5208 340-199-701-5219 320-199-999-5261 210-165-674-5804 280-199-602-5804 210-165-601-5804 190-180'999'5240 191-180-999-5240 193-180-999-5240 190-2900 190-183-4990 190-183-4990 001-170-999-5229 001-170'999'5229 001-170-999-5229 001-130-999-5247 001-163-999-5220 001-162-999-5238 280-199-602-5804 280-199-602-5804 210-2035 210-2035 190-183-4992 320-199-999-5215 001-150-999-5265 340-199-701-5212 ITEM AMOUNT 187.38 3,881.46 1,488.49 10.80 21.55 40.85 30.39 36.68 175.00 392.00 33.65 185.46 129.69 430.18 12.39 1,266.24 100.00 3.50- 221.50 408.00 78.00 37.67 241.90 13.00 361.55 916.30 916.30 45.82- 45.82- 30.00 714.00 6.95 33.67 PAGE 4 CHECK AMOUNT 187.38 3,881.46 1,499.29 21.55 107.92 175.00 392.00 348.80 1,708.81 96.50 221.50 523.67 241.90 13.00 361.55 1,740.96 30.00 714.00 40.62 VOUCHRE2 04/23/98 VOUCHER/ CHECK NUMBER 49070 49071 49071 49071 49072 49072 49072 49072 49072 49073 49074 49075 49075 49076 49076 49077 49078 49079 49079 49079 49080 49080 49080 49081 49081 49081 49082 49083 49084 49085 12:01 CHECK DATE 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 04/23/98 VENDOR NUMBER 000519 000537 000537 000537 001212 001212 001212 001212 001212 003140 000668 000668 001483 001483 000319 002396 003051 003051 003051 000326 000326 000326 002566 002566 002566 000621 002092 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS VENDOR ITEM ACCOUNT NAME DESCRIPTION NUMBER SOUTH COUNTY PEST CONTR APR PEST CONTROL SRVCS-M. FAC. 340o199-702-5250 SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON 2-07-626-6063 RANCHO VISTA SPR 2-02-351-6800 VARIOUS METERS 60-77-832-6440-01-000-4 HWY 79 193-180-999-5240 191-180-999-5240 191-180-999-5319 SOUTHERN CALIF GAS COMP SOUTHERN CALIF GAS COHP SOUTHERN CALIF GAS COHP SOUTHERN CALIF GAS COMP SOUTHERN CALIF GAS COHP 021 725 0775 SR CENTER 091 024 9300 CRC GAS SRVC-PAUBA RD FiRE STATION 101 525 0950 TCC 133 040 7373 CITY HALL 190-181-999-5240 190-182-999-5240 001-171-999-5240 190-184-999-5240 340-199-701-5240 TANKERSLEY, KATHERINE CASH DONATION IN LIEU OF FLWRS 001-2170 TEMECULA VALLEY TAEKWON TCSD INSTRUCTOR EARNINGS 190-183-9~-5330 TINNY D. PRODUCTIONS TINNY D. PRODUCTIONS RENTAL EQUIP-EGG HUNT 4/11 RENTAL EQUIP.-EGG HUNT 4/11 190-183-999-5370 190-183-999-5370 TOM DODSON & ASSOCIATES MITIGATION MONITORING:REG.CNTR 001-2620 TOM DODSON & ASSOCIATES MITIGATION STUDY:CAMPOS VERDES 001-2610 TOMARK SPORTS, INC. RECREATION SUPPLIES 190-183-999-5380 U S LONG DISTANCE, INC. LONG DISTANCE TELECOM PROVIDER 320-199-999-5208 UNIQUE PAVING MATERIALS UNIQUE PAVING MATERIALS UNIQUE PAVING MATERIALS TEMP A.C.FOR CITYWIDE POTHOLES FREIGHT SALES TAX 001-164-601-5218 001-164-601-5218 001-164-601-5218 UNITOG RENTAL SERVICE, UNITOG RENTAL SERVICE, UNITOG RENTAL SERVICE, UNIFORM CLEANING/RENTAL:P.M. UNIFORM CLEANING/RENTAL:TCSD UNIFORM CLEANING/RENTAL:CRC 001-164-601-5243 190-180-999-5243 190-180-999-5243 VALLEY MICRO COMPUTERS VALLEY MICRO COMPUTERS VALLEY MICRO COMPUTERS MISC. COMPUTER PARTS MISC. COMPUTER SUPPLIES SALES TAX 320-199-999-5242 320-199-999-5242 320-199-999-5242 VARELA, JENNIFER REFUND: LADIES GOLF LESSONS 190-183-4982 WESTERN RIVERSIDE COLINC TEN PORTION:POWER POOL STUDY 001-100-999-5250 ~HITE, ANITA REFUND: CREATIVE BEGINNINGS 190-183-4982 WINTER GRAPHICS SOUTH 1ST TIME HOME BUYER BROCHURES 165-199-999-5449 1 TEN AMOUNT 40.00 13.39 53.94 145.79 103.55 2,022.12 165.16 44.19 98.07 50.00 218.40 75.00 75.00 400.00 400.00 55.44 1,565.76 1,523.20 50.00 118.05 203.25 32.64 569.00 429.00 77.35 45.00 3,700. O0 94.17 937.20 PAGE 5 CHECK AMOUNT 40.00 213.12 2,433.09 50.00 218.40 150.00 800.00 55.44 1,565.76 1,691.25 300.53 1,075.35 45.00 3,700.00 94.17 937.20 TOTAL CHECKS 94,399.42 VOUCHRE2 04/30/98 10:50 CITY OF TEHECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE FUND TITLE 001 GENERAL FUND 165 RDA DEV- LOU/MOD SET ASIDE 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 210 CAPITAL IMPROVEMENT PROJ FUND 280 REDEVELOPMENT AGENCY - CIP 300 INSURANCE FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES AMOUNT 122,455.51 7,491.97 27,099.45 52.49 71,344.79 3,105.17 572.25 7,688.61 124,595.08 2,066.30 16,650.48 646.86 2,267.78 TOTAL 386,036.74 VOUCHRE2 CITY OF TEMECULA 04/30/98 10:50 VOUCHER/CHECK REGISTER FOR ALL PERlOOS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT ITEM NUMBER DATE NUMBER NAME DESCRIPTION NUMBER AMOUNT CHECK AMOUNT 49086 04/24/98 000883 MONTELEONE EXCAVATING EMERG.DRAINAGE REPAIR:CABRILLO 001-164-601-5402 2,129.00 2,129.00 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-100-999-5230 5.59 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-110-999-5230 58.31 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-120-999-5230 128.60 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-162-999-5230 70.23 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 190-180-999-5230 231.93 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-170-999-5230 20.48 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 280-199-999-5230 458.96 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-140-999-5230 279.33 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-150-999-5230 95.68 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 001-161-999-5230 480.97 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE'METER DEPOSIT 001-164-604-5230 205.18 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER DEPOSIT 320-199-999-5230 26.97 49087 04/27/98 002702 U S POSTAL SERVICE:CMRS POSTAGE METER OEPOSIT 001-171-999-5230 2.02 2,064.25 49088 04/28/98 KENDALL, JUDY SISTER CITY STUDENT EXCHANGE 001-101-999-5280 100.00 100.00 49089 04/28/98 KENDALL, PHIL SISTER CITY STUDENT EXCHANGE 001-101-999-5280 100.00 100.00 49090 04/28/98 JONES, MARK SISTER CITY STUDENT EXCHANGE 001-101-999-5280 100.00 100.00 49091 04/28/98 JONES, CAROL SISTER CITY STUDENT EXCHANGE 001-101-999-5280 100.00 100.00 200049 04/29/98 000166 FIRST AMERICAN TITLE CO FIRST ST RGHT-OF-WY ACOUIST[ON 280-199-807-5700 116,815.24 116,815.24 930429 04/30/98 000444 INSTATAX (EDD) Ul & ETT PR TAXES 1-QTR 98 001-2350 15,885.53 930429 04/30/98 000444 INSTATAX (EDD) Ui & ETT PR TAXES 1-QTR 98 165-2350 719.37 930429 04/30/98 000444 INSTATAX (EDD) UI & ETT PR TAXES 1-QTR 98 190-2350 4,859.72 930429 04/30/98 000444 INSTATAX (EDD) U[ & ETT PR TAXES 1-QTR 98 191-2350 10.50 930429 04/30/98 000444 INSTATAX (EDD) UI & ETT PR TAXES I-QTR 98 192-2350 29.68 930429 04/30/98 000444 INSTATAX (EDD) UI & ETT PR TAXES 1-QTR 98 193-2350 350.53 930429 04/30/98 000444 INSTATAX (EDD) UI & ETT PR TAXES 1-QTR 98 194-2350 171.00 930429 04/30/98 000444 [NSTATAX (EDD) UI & ETT PR TAXES 1-QTR 98 280-2350 570.41 930429 04/30/98 000444 INSTATAX (EDD) U[ & ETT PR TAXES 1-QTR 98 300-2350 104.99 930429 04/30/98 000444 INSTATAX (EDD) UI & ETT PR TAXES 1-QTR 98 320-2350 420.00 930429 04/30/98 000444 INSTATAX (EDD) UI & ETT PR TAXES 1-QTR 98 330-2350 173.57 930429 04/30/98 000444 INSTATAX (EDD) UI & ETT PR TAXES 1-QTR 98 340-2350 654.72 23,950.02 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 001-2070 14,911.38 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 165-2070 622.83 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 190-2070 3,597.89 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEOERAL 191-2070 8.37 963455 04/30/98 000283 INSTATAX CiRS) 000283 FEOERAL 192-2070 20.40 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEOERAL 193-2070 293.94 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 194-2070 141.88 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 280-2070 684.43 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 300-2070 286.45 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 320-2070 640.30 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 330-2070 85.53 963455 04/30/98 000283 INSTATAX (IRS) 000283 FEDERAL 340-2070 610.03 VOUCHRE2 CITY OF TENECULA 04/30/98 10:50 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 001-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 165-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEOICARE 190-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 191-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 192-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 193-2070 963455 04/30/98 000283 ]NSTATAX (IRS) 000283 MEDICARE 194-2070 963455 04/30/98 000283 INSTATAX (%RS) 000283 MEDICARE 280-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 300-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 320-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 330-2070 963455 04/30/98 000283 INSTATAX (IRS) 000283 MEDICARE 340-2070 3,555.02 150.48 1,005.44 2.28 5.64 73.46 32.82 159.02 42.80 112.90 22.50 135.42 27,201.21 973494 04/30/98 000444 INSTATAX CEDD) 000444 SDI 001-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 SDI 165-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 SDI 190-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 SDI 280-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 SDI 340-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 001-2070 973494 04/30/98 000444 IHSTATAX (EDD) 000444 STATE 165-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 190-2070 973494 04/30/98 000444 IHSTATAX (EDD) 000444 STATE 191'2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 192-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 193-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 194-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 280-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 300-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 320-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 330-2070 973494 04/30/98 000444 INSTATAX (EDD) 000444 STATE 340-2070 27.85 2.98 54.60 .41 4.80 3,786.33 231.55 821.58 1.41 3.28 58.57 26.45 234.11 64.72 150.11 13.75 138.09 5,620.59 49094 04/30/98 001104 A R M A INTERNATIONAL MB:FLORES/FORKENBROCK:5/31/99 001-120-999-5277 290.00 290.00 49095 04/30/98 002410 A ~OMAN'S TOUCH BUILDIN APR JANITORIAL SVC-CITY PARKS 190-180-999-5250 1,933.00 1,933.00 49096 04/30/98 002038 ACTION POOL & SPA SUPPL MAINT/SUPPLIES/EQUIP-TES POOL 190-180-999-5212 24.77 24.77 49097 04/30/98 001281 ALHAMBRA GROUP DESIGN SERVICES FOR ADA PARK 210-190-148-5802 49097 04/30/98 001281 ALHAMBRA GROUP DESIGN SVCS-WINCHESTER CREEK 210-190-149-5802 49097 04/30/98 001281 ALHAMBRA GROUP DESIGN FOR TEMECULA DUCK POND 210-190-143-5802 49097 04/30/98 001281 ALHAMBRA GROUP AMENDMENT DESIGN FOR OUCK PONO 210-190-143-5802 49097 04/30/98 001281 ALHAMBRA GROUP DESIGN FOR TEMECULA DUCK POND 210-190-143-5802 1,100.00 500.00 160.24 1,500.00 250.00 3,510.24 49098 04/30/98 003203 ARTISTIC EMBROIDERY LIFEGUARD SWEATSHIRTS 190-183-999-5310 49098 04/30/98 003203 ARTISTIC EMBROIDERY LIFEGUARD SWEATSHIRTS 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY 1 CREW NECK SWEATSHIRT 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY SET-UP FEE 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY SALES TAX 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY STAFF SHIRTS AND SWEATSHIRTS 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY 8 SWEATSHIRTS 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY 4 XXL SWEATSHIRTS 190-180-999-5243 200.00 104.00 14.00 20.00 26.20 420.00 112.00 62.00 VOUCHRE2 CITY OF TEMECULA 04/30/98 10:50 VOUCHER/CHECK REGISTER FOR ALL PERIOOS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49098 04/30/98 003203 ARTISTIC EMBROIDERY 8 HOUOED SWEATSHIRTS 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY 4 HOOOED XXL SWEATSHIRTS 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIOERY SET-UP FEE 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIDERY 18-XXL T-SHIRTS 190-180-999-5243 49098 04/30/98 003203 ARTISTIC EMBROIOERY SALES TAX 190-180-999-5243 128.00 70. O0 20.00 9.00 63.63 1,248.83 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:P.SMITH:5/19/98-5/19/99 001-162-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:M.SALAZAR:5/19/98-5/19/99 001-162-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:C.KIERSEY:5/19/98-5/19/99 001-162-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:[.ROGERS:5/19/98-5/19/99 190-180-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:C.SANTIAGO:5/19/98-5/19/99 190-180-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:R.DAWSON:5/19/98-5/19/99 190-180-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:M.WIECHEC:5/19/98-5/19/99 190-180-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:HARRINGTON:5/19/98-5/19/99 190-180-999-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:B.WEDEKING:5/19/98-5/19/99 190-180-99<2-5214 49099 04/30/98 002648 AUTO CLUB OF SOUTHERN C MB:EMERGENCY ROADSIDE SERVICE 001-171-999-5214 42.00 42.00 42.00 42.00 42.00 42.00 42.00 42.00 42.00 52.00 430.00 49100 04/30/98 000122 B S N SPORTS SPORTS EQUIPMENT FOR CRC 190-182-999-5301 49100 04/30/98 000122 B S N SPORTS SPORTS EQUIPMENT FOR CRC 190-183-999-5380 57.36 57.36 114.72 49101 04/30/98 003221 BEAL, KELLI REINB:SIERRA CF:4/21-24/98 001-161-999-5258 211.32 211.32 49102 04/30/98 002381 BEAUDOIN, LINDA REIMB:SIERRA CF:4/20-24/98 001-161-999-5258 126.57 126.57 49103 04/30/98 002541 BECKER, WALTER ICRRL R.O.W. EROSION REPAIRS:CABRILL 001-164-601-5402 49104 04/30/98 BONNAND, LAURIE REFUND: COOKING W/TIA THERESA 190-183-4982 49104 04/30/98 BONNAND, LAURIE REFUND: BALLOON BASICS 190-183-4982 4,568.00 15.00 30.00 4,568.00 45.00 49105 04/30/98 000154 c S M F 0 SEM:T.MCDERMOTT:6/04/98 001-140-999-5261 65.00 65.00 49106 04/30/98 003214 CAL MAT A.C. FOR P.W. PATCH TRUCK 001-164-601-5218 602.02 602.02 49107 04/30/98 000128 CAL-SUILRNCE ASSOCIATES, CREDIT:PRORATE INS:J.GREEK 300-199-999-5200 49107 04/30/98 000128 CAL-SURANCE ASSOCIATES, RENEW BOND INS:5/26/98-5/26/01 300-199-999-5200 49108 04/30/98 001159 CALIFORNIA DEPT OF JUST FINGERPRINT PROCESSING-NEW HIR 190-180-999-5250 65.00- 1,500.00 210.00 1,435.00 210.00 49109 04/30/98 000126 CALIFORNIA LANDSCAPE MA MAINT. OF SAND AREA-PALA PARK 190-180-999-5415 49109 04/30/98 000126 CALIFORNIA LANOSCAPE MA MAINLINE REPAIR - MEAOOWS PKWY 193-180-999-5415 49109 04/30/98 000126 CALIFORNIA LANDSCAPE MA MAINLINE REPAIRS AT PALA PARK 190-180-999-5212 49109 04/30/98 000126 CALIFORNIA LANDSCAPE MA MAINLINE REPAIR - SPORTS PARK 190-180-999-5212 49110 04/30/98 001590 CALIFORNIA REDEVELOPMEN SEM:MEYER:RES.DEVELOP:5/20-21 165-199-999-5261 150.00 1,925.00 210.75 86.60 265.00 2,372.35 265.00 49111 04/30/98 CALVARY CHAPEL OF MURRI REFUND: SECURITY DEPOSIT 190-2900 100.00 100.00 49112 04/30/98 CALVERT, DEBORAH REFUND: ADULT CPR/CHILD/INFANT 190-183-4982 36.00 36.00 49113 04/30/98 003057 CLEVER KIDS MAGAZINE SUB:THE MAILBOX (KINDERGARTEN) 190-180-999-5228 24.95 24.95 VOUCHRE2 CITY OF TEMECULA 04/30/98 10:50 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49114 04/30/98 000140 COLONIAL LIFE & ACCIDEN REPAYMENT OF REFUND ERROR 001'1990 247.00 247.00 49115 04/30/98 CUB SCOUT PACK 301 REFUND: SECURITY DEPOSIT 190-2900 100.00 100.00 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 WILLIAMS 001-161-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 WILLIAMS 001-162-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 3/27 DONAHOE 001-161-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 3/27 DONAHOE 001-161-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 DONANOE 001-161-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 DIAZ 001-140-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 YONKER 001-140-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 CABRAL 001-171-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 3/27 DEGANGE 001-161-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP C2)W/E 3/27 OEGANGE 001-161-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP W/E 4/10 DEGANGE/SERVEN 001-161-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 3/13 MCLEAN 280-199-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVlC TEMP HELP (2)W/E 3/27 MCLEAN 280-199-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 MCLEAN 280-199-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 3/27 HILLBERG 165-199-999-5118 49116 04/30/98 001380 E S I EMPLOYMENT SERVIC TEMP HELP (2)W/E 4/10 HILLBERG 165-199-999-5118 551.76 551.76 942.01 2,161.94 3,076.65 808.59 1,063.61 1,229.67 1,696.14 1,083.06 4,2?3.60 816.72 1,062.40 lt062.40 1,642.05 1,495.20 23t517.56 49117 04/30/98 000478 FAST SIGNS LETTERING FOR FORD VAN 001-162-999-5222 29.16 29.16 49118 04/30/98 000165 FEDEILRL EXPRESS, INC. EXPRESS MAIL SERVICES 280-199-999-5230 49118 04/30/98 000165 FEDEILRL EXPRESS, INC. EXPRESS MAIL SERVICES 001-164-604-5230 49118 04/30/98 000165 FEOEILRL EXPRESS, INC. EXPRESS MAIL SERVICES 001-162-999-5230 9.50 16.60 14.20 40.30 49119 04/30/98 0001~ FIRST AMERICAN TITLE CO LOT BOOK REPORT:R.BATES 49119 04/30/98 000166 FIRST AMERICAN TITLE CO LOT BOOK REPORT:C.GALPIN 165-199-813-5804 165-199-813-5804 150.00 150.00 300.00 49120 04/30/98 001989 FOX NETWORK SYSTEMS, IN PROTEC PRINT SERVER CARD 49120 04/30/98 001989 FOX NETWORK SYSTEMS, IN SALES TAX 320-199-999-5242 320-199-999-5242 49121 04/30/98 000184 G T E CALIFORNIA - PAYM 909 694-4354:PALA COMM PARK 320-199-999-5208 49121 04/30/98 000184 G T E CALIFORNIA - PAYM 909 695-3564:ALARM 320-199-999-5208 49121 04/30/98 000184 G T E CALIFORNIA - PAYM 909 699-7945:CRC FIRE ALARM 320-199-999-5208 964. O0 74.71 32.50 57.63 57.33 1,038.71 147.46 49122 04/30/98 00017'/ GLENNIES OFFICE PRODUCT OFFICE SUPPLIES FOR TCSD 190-180-999-5220 49122 04/30/98 000177 GLENNIES OFFICE PRODUCT GENERAL SUPPLIES FOR CRC 190-182-999-5220 49122 04/30/98 000177 GLENHIES OFFICE PRODUCT OFFICE SUPPLIES - TCSD 190-180-999-5220 49122 04/30/98 000177 GLENNIES OFFICE PRODUCT SUPPLIES FOR SlCRTE PARK 190-183-999-5305 395.63 12.75 183.87 6.78 599.03 49123 04/30/98 000378 HAFELI, THOMAS 49123 04/30/98 000378 HAFELI, THOMAS REIMB:SIERRA CF:4/21-24/98 320-199-999-5258 REIMB:COMDEX SHOW:11/18-21/97 320-199-999-5258 157.47 301.81 459.28 49124 04/30/98 003142 HATFIELD COMPANY, THE RES.INPROVE.PROG:L.DRIVER 165-199-813-5804 49125 04/30/98 001517 HEALTH & HUMAN RESOURCE APR EMPLOYEE ASSISTANCE PROG. 001-150-999-5250 1,000.00 369.20 1,000.00 369.20 49126 04/30/98 003211 HILL COUNSELING CONSULT DRUG AWARENESS TRAINING 001-150-999-5248 490.00 490.00 VOUCHRE2 CITY OF TENECULA 04/30/98 10:50 VOUCHER/CHECK REGISTER FOR ALL PERIODS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITE# ACCOUNT NUMBER DATE NUMBER NAME DESCRIPTION NUMBER ITEM AMOUNT CHECK AMOUNT 49127 04/30/98 HILLS, JULIE REFUND: COOKING W/TIA THERESA 190-183-4982 6.00 6.00 49128 04/30/98 HOLGUIN~ NANCY CREDIT:PARK RENTAL 190-183-4988 30.00 30.00 49129 04/30/98 001429 INACUM INFORMATION SYST REMOTE ACCESS SERVER 320-1970 3,865.00 49129 04/30/98 001429 INAC~ INFORMATION SYST SALES TAX 320-1970 299.54 4,164.54 49130 04/30/98 003138 INDUSTRIAL ASPHALT A.C. REPAIRS - CITYWIDE 001-164-601-5218 49130 04/30/98 003138 INDUSTRIAL ASPHALT A.C. REPAIRS - CITYWIDE 001-164-601-5218 49130 04/30/98 003138 INDUSTRIAL ASPHALT A.C. REPAIRS - CITYWIDE 001-164-601-5218 49130 04/30/98 003138 INDUSTRIAL ASPHALT A.C. REPAIRS - CITYIdlDE 001-164-601-5218 49130 04/30/98 003138 INDUSTRIAL ASPHALT A.C. REPAIRS - CITYWIDE 001-164-601-5218 49130 04/30/98 003138 INOUSTRIAL ASPHALT A.C. REPAIRS - CITYWIDE 001-164-601-5218 49130 04/30/98 003138 INDUSTRIAL ASPHALT A.C. REPAIRS - CITYW!OE 001-164-601-5218 56.84 57.11 110.17 107.75 81.08 175.09 134.42 722.46 49131 04/30/98 001407 INTER VALLEY POOL SUPPL POOL SANITIZING CHEMICALS/CRC 190-182-999-5212 359.88 359.88 49132 04/30/98 000199 INTERNAL REVENUE SERVIC 000199 IRS GARN 001-2140 307.40 307.40 49133 04/30/98 002909 K W C ENGINEERING, INC. DESIGN SVC-SPORTSPARK SIDEWALK 210-190-154-5802 175.00 175.00 49134 04/30/98 KEELER, KATY REFUND:PARK RENTAL 190-183-4988 30.00 30.00 49135 04/30/98 001667 KELLY TEMPORARY SERVICE TEMP HELP WE 4/12 N.MILES 49135 04/30/98 001667 KELLY TEMPORARY SERVICE TEMP HELP W/E 4/12 N.MILES 001-163-999-5118 001-164-604-5118 104.00 312.00 416.00 49136 04/30/98 001123 KNOX INDUSTRIAL SUPPLIE MISC. SUPPLIES FOR PW MAINT. 49136 04/30/98 001123 KNOX INDUSTRIAL SUPPLIE SALES TAX 001-164-601-5218 001-164-601-5218 22.41 1.~ 24.15 49137 04/30/98 001085 L N CURTIS & SONS OXYGEN SENSOR FOR FIRE 001-171-999-5242 49137 04/30/98 001085 L N CURTIS & SONS COHBUSTIBLE SENSOR FOR FIRE 001-171-999-5242 49137 04/30/98 001085 L N CURTIS & SONS CARBON MONOXIDE SENSOR FOR FIR 001-171-999-5242 49137 04/30/98 001085 L N CURTIS & SONS HYDROGEN SULFIDE SENSOR / FIRE 001-171-999-5242 49137 04/30/98 001085 L N CURTIS & SONS SALES TAX 001-171-999-5242 375.00 690.00 660. O0 660.00 194.43 2,57~.43 49138 04/30/98 000869 LAWRENCE WELK RESORT TH CREDIT:PRORATE FOR LESS PEOPLE 190-183-999-5350 49138 04/30/98 000869 LAWRENCE WELK RESORT TH TCSD EXCURSION - 5/6/98 190-183-99~-5350 147.00- 435.00 288.00 49139 04/30/98 000213 LOCAL GOVERNMENT CONHiS CF:REG.PUBLIC ISSUES:5/6/98 001-161-999-5260 38.00 38.00 49140 04/30/98 0027'8~ MAILBOX, THE lyr SUBSCRIPTION:CLEVER KIDS 190-180-999-5228 24.95 24.95 49141 04/30/98 000843 MCOANIEL ENGINEERING CO APR PRGSS PMT:RANCHO CAL/Z-15 210-165-601-5801 49142 04/30/98 001290 MEYER, JOHN REIMB:FUHO OEBT CF:03/11-13/98 165-199-999-5261 1,369.09 26.52 1,369.09 26.52 49143 04/30/98 001384 MINUTEMAN PRESS B/W BUSINESS CARDS:Z. SMITH 001-140-999-5222 49143 04/30/98 00138/. MINUTEMAN PRESS SALES TAX 001-140-999-5222 38.25 2.96 41.21 49144 04/30/98 MOREHO VALLEY, CITY OF LEAGUE OF CAL:STOHE,JONES:5/11 001-100-999-5260 12.00 49144 04/30/98 MORENO VALLEY, CITY OF LEAGUE OF CAL:STONE,dOHES:5/11 001-120-999-5260 12.00 24.00 VOUCHRE2 CITY OF TEMECULA 04/30/98 10:50 VOUCHER/CHECK REGISTER FOR ALL PERIOOS PAGE VOUCHER/ CHECK CHECK VENDOR VENDOR ITEM NUMBER DATE NUMBER NAME DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 49145 04/30/98 002105 OLD TOWN TIRE & SERVICE CITY VEHICLE REPAIRS & MAINT 49146 04/30/98 002668 OMEGA LAKE SERVICES APR PRK MAINT - DUCK POND 001-162-999-5214 190-180-999-5212 25.95 800.00 25.95 800.00 49147 04/30/98 002344 OSVOLD, HEIDA REIMB:SIERRA CF:OSVOLD:4/21-24 49148 04/30/98 003177 P B LOADER CORPORATION SMALL TOOLS FOR PATCH-TRUCK 49148 04/30/98 003177 P B LOADER CORPORATION FREIGHT 49148 04/30/98 003177 P B LOADER CORPORATION SALES TAX 001-161-999-5258 001-164-601-5610 001-164-601-5610 001-164-601-5610 119.13 1,390.00 50.00 107.73 119.13 1,547.73 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 49149 04/30/98 003021 PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER PACIFIC BELL MOBILE SER APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES APRIL CELLULAR PHONE SERVICES 001-162-999-5208 320-199-999-5208 001-120-999-5208 190-180-999-5208 001-100-999-5208 001-110-999-5208 001-150-999-5208 001-163-999-5208 001-164-601-5208 001-164-604-5208 280-199-999-5208 001-161-999-5208 001-140-999-5208 122.35 55.60 386.80 170.74 59.22 57.96 267.20 111.25 117.90 103.49 113.17 66.15 1,626.19 49150 04/30/98 PAINO, JENNIFER REFUND: SECURITY DEPOSIT 190-2900 100.00 100.00 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 49151 04/30/98 000246 PERS (EMPLOYE~S' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000266 PERS (EMPLOYEES~ RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS (EMPLOYEESt RETIRE 000246 PERS (EMPLOYEESt RETIRE 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES~ RETIRE 000246 PERS (EMPLOYEESt RETIRE 000246 PERS (EMPLOYEESt RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 PERS (EMPLOYEES' RETIRE 000246 MLT PERS PERS RET PERS RET PERS RET PERS RET PERS RET PERS RET PERS RET PERS RET PERS RET PERS RET PERS RET PERS RET PERS-PRE SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR SURVIVOR 001-2130 001-2390 165-2390 190-2390 191-2390 192-2390 193-2390 194-2390 280-2390 300-2390 320-2390 330-2390 340-2390 001-2130 001-2390 165-2390 190-2390 191-2390 192-2390 193-2390 194-2390 280-2390 300-2390 320-2390 330-2390 322.43 19,692.82 ?90.85 4,120.12 13.12 32.40 401.39 195.26 911.68 131.88 650.10 129.58 523.17 263.61 66.04 1.75 14.79 .05 .14 1.53 .84 2.43 .46 1.86 .93 VOUCHRE2 04/30/98 10:50 VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME 49151 49152 04/30/98 000246 PERS (EMPLOYEES' RETIRE 04/30/98 001958 PERS LONG TERM CARE PRO 49153 04/30/98 000254 49153 04/30/98 000254 49153 04/30/98 000254 PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN PRESS-ENTERPRISE COMPAN 49154 04/30/98 002776 PRIME I~TRIX, INC. 49155 04/30/98 000255 PRO LOCK & KEY 49155 04/30/98 000255 PRO LOCK & KEY 49156 04/30/98 000947 RANCHO BELL BLUEPRINT C 49156 04/30/98 000947 RANCHO BELL BLUEPRINT C 49157 04/30/98 000262 RANCHO CALIFORNIA WATER 49158 04/30/98 002826 REDLANDS CAMERA 49158 04/30/98 002826 REDLANDS CAMERA 49159 04/30/98 RENAISSANCE LONG BEACH 49160 04/30/98 000873 ROBERTS, RONALD H. 49161 04/30/98 000645 SMART & FINAL, INC. 49161 04/30/98 000645 SMART & FINAL, INC. 49162 04/30/98 000537 49162 04/30/98 000537 49162 04/30/98 000537 SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON SOUTHERN CALIF EDISON 49163 04/30/98 000282 SOUTHERN CALIF MUNICIPA 49164 04/30/98 49164 04/30/98 SPANOS CORPORATION, THE SPANOS CORPORATION, THE 49165 04/30/98 SWEARNGIN, DAWN 49166 04/30/98 000305 TARGET STORE 49166 04/30/98 000305 TARGET STORE 49167 04/30/98 49167 04/30/98 49168 04/30/98 001672 TEMECULA DRAIN SERV & P 001672 TEMECULA DRAIN SERV & P TEMECULA VALLEY LITTLE 49169 04/30/98 003220 THOMAS, BIGBIE & SMITH 49170 04/30/98 THOMAS, KRISTEN CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION 000246 SURVIVOR 001958 PERS L-T PUBLIC NOTICE: PA97-0447 PUBLIC NOTICE: WINCHESTER PUBLIC NOTICE: 15.06.020 SC-5001339-0 KL /MARCH LOCKSMITH SERVICES - CITY HALL LOCKSMITH SERVICES - PARKS BLUEPRINTS:ROTARY PRK IMPRVMNT BLUEPRINT REPRODUCTION:OLD TWN 02-79-10100-1 DIAZ RD PRO CAMERA 1X LENS 1:1 SALES TAX HTL:RESDTL RDA WKSP:MEYER:5/22 REIMB:TRIP TO SACRAMENTO:4/20 SUPPLIES FOR ACTIVITIES SUPPLIES FOR RECREATION PRGMS 2-02-351-4946 SIXTH STREET 2-01-202-7330 VARIOUS METERS 53-77-800-0098-01 YUKON TC1 TRAIN 4 STFF MBER FINGERPRINT OVRCHG 45 RISERS ON BUILD PRMT OVRCHG 45 RISERS ON BUILD PRMT REFUND:BEGINNING SIGN-LANGUAGE SUPPLIES FOR RECREATION PROMS SUPPLIES FOR RECREATION PRGMS PLUMBING SERVICES - TCC PLUMBING SERV-RANCHO SPRT PARK REFUND: SNACK BAR KEY DEPOSIT SEMI-ANNUAL STATMNTS:CFD 88-12 REFUND: GYMNASTICS ACCOUNT NUMBER 340-2390 001-2122 001-161-999-5256 001-120-999-5256 001-120-999-5256 001-100-999-5208 340-199-701-5212 190-180-999-5212 190-180-999-5250 280-199-824-5804 190-180-999-5240 001-170-999-5229 001-170-999-5229 165-199-999-5261 001-100-999-5258 190-183-999-5320 190-184-999-5301 190-181-999-5240 192-180-999-5319 191-180-999-5319 190-180-999-5261 001-171-4036 001-171-4037 190-183-4982 190-180-999-5301 190-180-999-5301 190-184-999-5212 190-180-999-5212 190-2900 001-1280 190-183-4982 ITEM AMOUNT 2.18 49.85 16.75 6.50 8.00 53.84 21.50 5.46 3.23 1,607.36 56.36 92.00 7.13 116.88 51.30 68.70 62.68 627.15 71,253.10 16.76 100.00 19,710.00 6,480.00 25.00 94.05 44.15 80.00 260.00 25.00 750.00 41.00 PAGE CHECK AMOUNT 28,271.41 49.85 31.25 53.84 26.96 1,610.59 56.36 99.13 116.88 51.30 131.38 71,897.01 100.00 26,190.00 25.00 138.20 340.00 25.00 750.00 41.00 VOUCHRE2 04/30/98 VOUCHER/ CHECK NUMBER 49171 49171 49171 49171 49172 49173 49173 49173 49173 49174 49174 49174 49174 49174 49175 49175 49175 49175 49175 49175 49175 49176 49177 49177 49177 49177 49177 49177 49178 49178 49178 49178 49178 49179 49180 49180 10:50 CHECK DATE 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 O4/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/30/98 04/3O/98 04/30/98 04/30/98 VENDOR NUMBER 002111 002111 002111 002111 000420 000459 000459 000459 000459 000389 000389 000389 000389 000389 000325 000325 000325 000325 000325 000325 000325 002566 002566 002566 002566 002566 002566 001342 001342 001342 001342 001342 000338 000345 000345 VENDOR NAME TOGO'S TOGO'S TOGO'S TOGO'S TRANS-PACIFIC CONSULTAN TUMBLE JUNGLE FITNESS/G TUMBLE JUNGLE FITNESS/G TUMBLE dUNGLE FITNESS/G TUMBLE dUNGLE FITNESS/G CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM DESCRIPTION CRKSDE APT CRIME FREE LUNCHEON CFD WORKSHOP LUNCHEON:4/14/98 REFRESHMENTS FOR MARKETING MTG CRKSDE APT CRIME FREE LUNCHEON MAR PRGSS PMT:OVRLD DR & MARG TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS TCSD INSTRUCTOR EARNINGS U S C M /PEBSCO COBRA) 000389 PT RETIR U S C M /PEBSCO COBRA) 000389 PT RETIR U S C M /PEBSCO COBRA) 000389 PT RETIR U S C M /PEBSCO COBRA) 000389 PT RETIR U S C M /PEBSCO COBRA) 000389 PT RETIR UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNITED WAY UNIVERSITY EXTENSION VALLEY MICRO COMPUTERS VALLEY MICRO COMPUTERS VALLEY MICRO COHPUTERS VALLEY MICRO COMPUTERS VALLEY MICRO COMPUTERS VALLEY MICRO COMPUTERS WAXlE SANITARY SUPPLY, WAXIE SANITARY SUPPLY, WAXIE SANITARY SUPPLY, WAXIE SANITARY SUPPLY, WAXIE SANITARY SUPPLY, WESTON, RETA XEROX CORPORATION BILLI XEROX CORPORATION BILLI 000325 UW 000325 UW 000325 UW 000325 UW 000325 UV 000325 UW 000325 UW PLN/ZONE LD USE:6/8-10:UBNOSKE PENTIUM II-266 AUTOCAD STATION SALES TAX HP LASERJET 6PXI SALES TAX NP LASERJET 6PXI SALES TAX MAINTENANCE SUPPLIES-PARKS CITY HALL-MAINTENANCE SUPPLIES MAINTENANCE SUPPLIES-SR. CTR. MAINTENANCE SUPPLIES - CRC MAINTENANCE SUPPLIES-MAINT FAC REIMB:SIERRA CF:4/21-24/98 F200MAJ BASE CHARGE FOR MARCH 2510 COPIER USAGE:l/I-3/30/98 ACCOUNT NUMBER 001-110-999-5223 001-140-999-5260 280-199-999-5270 001-110-999-5223 210-165-681-5802 190-183-999-5330 190-183-999-5330 190-183-999-5330 190-183-999-5330 001-2160 165-2160 190-2160 280-2160 340-2160 001-2120 165-2120 190-2120 192-2120 193-2120 194-2120 340-2120 001-161-999-5258 320-1970 320-1970 320-199-999-5242 320-199-999-5242 320-199-999-5242 320-199-999-5242 190-180-999-5212 340-199-701-5212 190-181-999-5212 190-182-999-5212 340-199-702-5212 001-140-999-5258 330-199-999-5217 330-199-999-5239 ITEM AMOUNT 142.64 53.35 63.40 56.25 2,634.28 993.60 560.00 280.00 662.40 417.66 125.51 819.04 33.12 72.06 152.00 1.00 34.80 .15 .75 4.00 .30 345.00 1,969,00 152.60 3,060.00 237.15 3,060.00 237.15 127.15 80.24 44.03 218.30 25.27 171.97 110.00 111.00 PAGE 8 CHECK AMOUNT 315.64 2,634.28 2,496.00 1,467.39 193.00 345.00 8,715.90 494.99 171.97 221.00 TOTAL CHECKS 386,036.74 VOUCHRE2 04/30/98 13:59 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIOOS PAGE FUND TITLE 001 GENERAL FUND 165 RDA DEV- LOW/MOO SET AS[DE 210 CAPITAL IMPROVEMENT PROJ FUND REOEVELOPMENT AGENCY - C[P 320 INFORMATION SYSTEMS AMOUNT 425,557.32 5,648.75 136,056.49 1,883.56 20,219.40 TOTAL 589,365.52 VOUCHRE2 04/30/98 VOUCHER/ CHECK NUMBER 49183 49183 49183 49183 49184 49185 49186 49186 49187 49188 49188 49188 49189 49190 49190 49190 49190 49190 49190 49190 49190 49190 49190 49190 49191 49192 49192 49192 49193 13:59 CHECK DATE 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 05/12/98 VENDOR NUMBER 001429 001429 001429 001429 002666 000843 001339 001339 002037 001383 001383 001383 000247 000406 000406 000406 000406 000406 000406 000406 000406 000406 000406 000406 000357 002181 002181 002181 000420 VENDOR NAME INACOM INFORMATION SYST INACOM INFORMATION SYST INACOM INFORMATION SYST INACOM INFORMATION SYST MASON & MASON REAL ESTA MCDANIEL ENGINEERING CO MORTON INTERNATIONAL, l MORTON INTERNATIONAL, I NEXUS INTEGRATED SOLUTI P M W ASSOCIATES, INC. P M W ASSOCIATES, INC. P M W ASSOCIATES, INC. PESTMASTER RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFFrS RIVERSIDE CO. SHERIFF'S RIVERSIDE CO. SHERIFF~S RIVERSIDE CO. SHERIFFrS RIVERSIDE CO. SHERIFFrS RIVERSIDE CO. SHERIFFrS RIVERSIDE CO. SHERIFFrS RIVERSIDE CO, SHERIFF'S RIVERSIDE CO. SHERIFFrS RIVERSIDE CO, SHERIFF'S RIVERSIDE CO. TRANSPORT RIVERSIDE CONSTRUCTION RIVERSIDE CONSTRUCTION RIVERSIDE CONSTRUCTION TRANS-PACIFIC CONSULTAN CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERZOOS ITEM DESCRIPTION REMOTE ACCESS SERVER INSTALLATION & CONFIGURATION FREIGHT SALES TAX APPRAISER SERVS SOLONA WY/MARG APR PRGSS:PALA RD BRIDGE DESGN STENCIL PAINT:STREET LEGENDS SALES TAX DIGITAL REMOTE UNIT - OFF SITE MAR RDA CONSULT SVC-M.WHISENAN MAR RDA CONSULT SVC'M.WHISENAN MAR CONSULT SVCS-M.WHISENAND R-O-W WEED CONTROL PW95-24 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT ~ FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 LAW ENFORCEMENT - FEB 98 QTR 3 SIGNAL MAINT SERVICES APR PRGSS:RANCHO CAL/l-15 IMPR RETENTION FOR APR PRGSS PMT APR PRGSS:CO# 1,2 RANCHO/I-15 APR PRGSS:OVERLAND DR & MARG ACCOUNT NUMBER 320-1970 320-1970 320-1970 320-1970 210-165-681-5801 210-165-631-5802 001-164-601-5218 001-164-601-5218 320-1970 165-199-999-5248 280-199-999-5248 210-165-631-5801 001-164-601-5402 001-170-999-5288 001-170-999-5299 001-170-999-5298 001-170-999-5294 001-170-999-5289 001-170-999-5291 001-1230 001-170-999-5281 001-170-999-5282 001-170-999-5262 001-170-999-5279 001-164-602-5405 210-165-601-5804 210-2035 210-165-601-5804 210-165-681-5802 ITEM AMOUNT 6,887.00 2,880.00 14.50 534.90 9,457.99 21,837.78 7,707.50 597.34 9,903.00 5,648.75 1,883.56 377.09 28,331.02 210,198.24 38,176.80 38,502.40 9,724.90 4,812.80 8,804.16 8,804.16 26,424.00 2,825.60 19,461.91 5,469.49 15,717.00 101,827.14 10,905.96- 7,232.45 6,230.00 PAGE 1 CHECK AMOUNT 10,316.40 9,457.99 21,837.78 8,304.84 9,903.00 7,909.40 28,331.02 373,204.46 15,717.00 98,153.63 6,230.00 TOTAL CHECKS 589,365.52 ITEM 4 APPROVAL CITY ATTORNEY j~,~,vv~, D RECTOR OF FIN C% CITY MANAGER ~'~- TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Genie Roberts, Director of Finance May 12, 1998 City Treasurer's Report as of March 31, 1998 PREPARED BY: Tim McDermott, Assistant Finance Director Jesse Diaz, Accountant I~ RECOMMENDATION: That the City Council receive and file the City Treasurer's Report as of March 31, 1998. DISCUSSION: Reports to the City Council regarding the City's investment portfolio and receipts, disbursements and fund balance are required by Government Code Sections 53646 and 41004 respectively. The City's investment portfolio is in compliance with Government Code Sections 53601 and 53635 as of March 31, 1998 FISCAL IMPACT: None ATTACHMENTS: 1. City Treasurer's Report as of March 31, 1998 2. Schedule of Assets, Liabilities, and Fund Equity as of March 31, 1998. City of Temecula City Treasurers Report As of March 31, 1998 Cash Activity for the Month of March Cash and Investments as of March 1, 1998 Cash Receipts Cash Disbursements Cash and Investments as of March 31, 1998 $ 58,758,562 4,766,337 (6,867,733) $ 56,657,166 Cash and Investments Portfolio: Type of Investment Institution Yield Maturity Date (2) Contractual/ Market Value Par/Book Balance Petty Cash General Checking Sweep Account (Money Market Account) Benefit Demand Deposits Local Agency Investment Fund Checking Accounts (Sherwood/Pujol Apartments) Deferred Compensation Fund Deferred Compensation Fund Defined Contribution Fund Trust Accounts- CFD 88-12 (Money Market Account) Trust Accounts-TCSD COPs (Money Market Account) Reserve Account-TCSD COPs (Guaranteed Investment Contract) Trust Accounts-RDA Bonds (Money Market Account) Reserve Account-RDA Bonds (Guaranteed Investment Contract) City Hall Union Bank Union Bank (Highmark U.S. Treasury) Union Bank State Treasurer Home Savings of Amedca ICMA PEBSCO PEBSCO FimtTrust(FimtAm. Go~) First Trust (First Am. Treasury) Bayedsche Landesbank First Trust (First Am. Treasury) Bayerische Landesbank 4.690 % 5.680 % 5.190 % 4.987 % 6.870 % 4.987 % 7.400 % $ 1,500 (239,882) 880,919 4,259 39,144,460 1,g13 440,662 817,964 88,240 6,137,431 155,683 519,957 7,255,140 1,448,920 $ 1,500 (239,882) (1) 880,919 4,259 (1) 39,144,460 (3) 1,913 440,662 817,964 88,240 6,137,431 155,683 519,957 7,255,140 1,448,920 $ 56,657,166 (1)-This amount is net of outstanding checks. (2)-All investments are liquid and currently available, (3)-At March 31, 1998 total market value for the Local Agency Investment Fund (LAIF) was $28,651,503,176. The City's propor'donate share of that value is $39,548,597. The City of Temecula's portfolio is in compliance with the investment policy. Adequate funds will be available to meet budgeted and actual expenditures of the City of Temecula for the next six months. City of Temecula Schedule of Assets, Liabilities, and Fund Balances As of March 31, 1998 Assets: Cash and investments Receivables Due from other funds Land held for resale Prepaid assets Deposits Fixed assets-net City (1) 39,689,373 4,016,178 1,918,923 180,924 256,789 1,024,253 Total assets $ 47,086,440 Community Services Redevelopment District Agency $ 2,648,070 $ 14,319,723 $ 135,171 1,139,393 80,298 2,949,660 2,103,053 Total 56,657 166 5,290 742 4,948 881 2,103 053 180 924 256 789 1,024 253 $ 2,863,539 $ 20,511,829 $ 70,461,808 Liabilities and fund equity: Liabilities: Due to other funds $ 1,068,708 Other liabilities 9,961,012 $ 930,513 $ 2,949,660 $ 4,948,881 162,774 711,200 10,834,986 Total liabilities 11,029,720 1,093,287 3,660,860 15,783,867 Fund equity: Contributed capital 1,281,781 Retained earnings 732,001 Fund balances: Reserved (2) 10,420,883 Designated (3) 17,387,237 Undesignated 6,234,818 1,281,781 732,001 941,092 7,452,638 18,814,613 866,949 9,398,331 27,652,517 (37,789) 6,197,029 Total fund equity 36,056,720 1,770,252 16,850,969 54,677, 941 $ 47,086,440 $ 2,863,539 $ 20,511,829 $ 70,461,808 Total liabilities and fund equity (1) Includes General Fund, ClP Fund, Gas Tax Fund, other special revenue funds, and deferred comp agency funds. (2) Includes amounts reserved for encumbrances, land held for resale, long-term notes receivable, Iowlmod housing, and debt service. (3) Includes amounts designated for economic uncertainty, future capital projects, debt service, and continuing appropriations. 0 UJ t- ITEM 5 APPROVAL CITY ATTORNEY rv_w, DIRECTOR OF FINANCE'/~_ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council l~-~oseph Kicak, Director of Public Works/City Engineer May 12, 1998 Storm Drain Reimbursement Agreement PREPARED BY: ~ RECOMMENDATION: Ronald J. Parks, Deputy Director of Public Works That the City Council adopt a resolution entitled: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "REIMBURSEMENT AGREEMENT FOR THE DESIGN, CONSTRUCTION AND CONTRACT ADMINISTRATION OF CERTAIN REGIONAL STORM DRAIN FACILITIES" AND MAKING FINDINGS IN CONNECTION THEREWITH BACKGROUND: The City and Forest City Development California, Inc. and LGA-7 Inc., an Illinois Corporation entered into a Development Agreement on December 17, 1996 by which the City agreed to design and construct certain regional storm drain facilities in connection with the Promenade Mall south easterly of the intersection of Winchester Road and Ynez Road. In order to avoid conflicting construction activities between the City and the Developer, the City agreed to allow the Developer to design and construct the entire storm drain facility and reimburse the Developer for the portion that the City had agreed to build. The estimated cost for the City portion is approximately $880,000.00 which is for design, construction, and contract administration. The design, construction and contract administration of the Project by the Developer and the payment of these costs by the City shall be governed by the proposed "Reimbursement Agreement for the Design, Construction and Contract Administration of Certain Regional Storm Drain Facilities" (the "Agreement"), attached hereto. The proposed Agreement provides that the Developer pay prevailing wages for the construction of the Improvements and that the Developer solicit three (3) bids for the construction of the improvements to be reviewed by the City Engineer. R:\AGDRPT~98\0512\MALLREIM.AGR It is felt that strict compliance with the bidding requirements of the Temecula Municipal Code and the Public Contract Code will not be in the best interests of the City. The proposed Agreement actually provides for substantial compliance with the bidding requirements. The Project requires the Developer to construct storm drain improvements on its property and portions of the public right-of-way adjacent to the Mall property. If the City had a separate contract, conflicts could result from two (2) contractors working on the same improvements on different portions of the line. Also, substantial savings will be accomplished by having one (1) contractor perform the work on the improvements on both the public and private portions of the project. The Developer has solicited bids and the City portion of the work was identified as separate in the bid documents. The contract prices were used to prepare Exhibit "B" of the agreement and the Total Price is within the budgeted amount for this project. FISCAL IMPACT: This Capital Improvement Project is funded by Capital Project Reserves. Adequate funds are available in Account No. 210-165-696-5804. ATTACHMENT: Resolution No. 98- Reimbursement Agreement 2 R:\AGDRP'I'~98\0512\MALLREIM.AGR RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "REIMBURSEMENT AGREEMENT FOR THE DESIGN, CONSTRUCTION AND CONTRACT ADMINISTRATION OF CERTAIN REGIONAL STORM DRAIN FACILITIES" AND MAKING FINDINGS IN CONNECTION THEREWITH THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council does hereby find, determine and declare as follows: A. The City of Temecula, Forest City Development California, Inc. and LGA-7 Inc., an Illinois Corporation entered into a Development Agreement on December 17, 1996 by which the City agreed to design and construct certain regional storm drain facilities in connection with the Promenade Mall souther easterly of the intersection of Winchester Road and Ynez Road. B. A portion of the regional storm drain improvements consisting of "Line A", "Line B", and "Line C" as described on those certain drawings titled "Promenade Mall in Temecula, Parcel Map 28530" is proposed to be designed and constructed by the Developer of the Mall, Forest City Development California, Inc. (the "Improvements"). C. The design, construction and contract administration of the Project by the Developer and the Payment of costs by the City shall be governed by the proposed "Reimbursement Agreement for the Design, Construction and Contract Administration of Certain Regional Storm Drain Facilities" (the "Agreement"), attached hereto. D. The proposed Agreement provides that the Developer shall pay prevailing wages for the construction of the Improvements. E. The proposed Agreement also provides that the Developer shall solicit three bids for the construction of the Improvements. F. Strict compliance with the bidding requirements of the Temecula Municipal Code and the Public Contract Code will not be in the best interests of the City, will be impractical or uneconomical, and will not provide the City with the highest quality and cost effectiveness in constructing the Improvements based, in part, on the following facts: (1) The proposed agreement actually provides for substantial compliance with the bidding requirements; (2) the Developer will be constructing storm drain improvements on its property and portions of the public right-of-way adjacent to the Mall property and conflicts will result from two contractors working in the same area; (3) conflicts will result from two contractors working on the same Improvements on different portions of the line; and (4) substantial savings will be accomplished by having one contractor perform the work on the Improvements on both the public and private portions of the project. 3 R:\AGDRPT~98\0512\MALLREIM.AGR G. The public interest, convenience and necessity require the execution of this Agreement and the waiving of strict compliance with the bidding requirements of the Temecula Municipal Code and the Public Contract Code. Section ~. On the basis of the findings described in Section 1 hereof, the City Council of the City of Temecula hereby waives the bidding requirements pursuant to the Temecula Municipal Code and the Public Contract Code for the construction of the Improvements to the extent the procedures set forth in the Agreement do not fully comply with said requirements. Section 3. The Improvements are being undertaken pursuant to Specific Plan No. 263 (Regional Center) for which full and complete Environmental Impact Report was prepared and certified prior to adoption of the Specific Plan by Resolution No. 93-57 and addendum to the EIR by Resolution No. 94-100. Additionally, the environmental findings for the Improvements were also reviewed in connection with the approval of the Development Agreement December, 1996 by Resolution No. 96-24. The approval of the Improvements is exempt from CEQA pursuant to Sections 15282(1), 15301, and 15163 of the CEQA Guidelines (Title 14, Chapter 3 of the California Administrative Code). None of the findings set forth in Sections 15162 or 15163 of the CEQA Guidelines (Title 14, Chapter 3 of the California Administrative Code) requiring a subsequent or supplement environmental impact report can be made and, therefore, further environmental review is not required. Section 4. The City Council of the City of Temecula hereby approves that certain agreement entitled "Reimbursement Agreement for the Design, Construction and Contract Administration of Certain Regional Storm Drain Facilities" and authorizes the Mayor to execute the Agreement on behalf of the City in substantially the form attached hereto as Exhibit "A". Section 5. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula at a regular meeting held on the 12th day of May, 1998. Ron Roberts, Mayor ATTEST: Susan W. Jones, CMC Acting City Clerk 4 R:\AGDRPT~98\0512\MALLREIM.AGR [SEM ] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, CMC, Acting City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 98- was duly ~d regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 12th day of May, 1998, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Susan W. Jones, CMC Acting City Clerk 5 R:\AGDRPT~98\O512\MALLREIM.AGR REIMBURSEMENT AGREEMENT FOR THE DESIGN, CONSTRUCTION AND CONTRACT ADMINISTRATION CERTAIN REGIONAL STORM DRAINAGE FACILITIES This Agreement is entered into as of this 12th day of May, 1998, by and between the CITY OF TEMECULA, a general law City in the State of California (the "City"), and FOREST CITY DEVELOPMENT CALIFORNIA, INC., a California corporation ("the Developer"). This Agreement is entered into with respect to the following facts. RECITAI~S (1) The City and Developer have entered into that certain Development Agreement(s) dated December 17, 1996. (" 1996 Development Agreemenf) The Development Agreement requires, among other things, that the City design and construct regional storm drain facilities, and a portion of these facilities, namely the "Project", (Exhibit A), as defined below is the subject of this Agreement. (2) Developer and City desire to install regional storm drainage facilities referred to herein as ""Project"", at property located southeast of the intersection of State Route 79 (North) and Ynez Road, and desire to specify the terms and conditions under which "Projeer' is to be engineered, constructed, and financed. The ""Project"" is defined as the following pipelines and all their associated structures, junctions, terminations and connections found on that certain set of drawings prepaid by Robert Bein, William Frost & Associates, dated 3/31/98, and titled "Promenade Mall" in Temecula, Parcel Map 28530, Storm Drain" consisting of 21 sheets: a.) Line "A" Starling at Margarita Road (including the twin 36" structures) to the transition at the box culvert at Ynez Road, and b.) Lateral A-14 on sheet 18 consisting of 431.50 LF of 48" CIPP, and c.) Line "B" from the transition at the box culvert at Ynez Road to and including the manhole at Station 37 + 63.74 where the pipeline transitions to a size less than 48" in diameter, and d.) Line "C" from its junction at Line "B" up to and including a manhole at station 40 + 31.43 where the pipeline transitions to a size less than 48" in diameter. (3) As the ""Projecf"' is to be designed and constructed throughout the regional mall and power center to be developed by the DEVELOPER, the City and the DEVELOPER desire that the design and construction management for the "Project" be under a single point of control to facilitate the construction coordination. (4) These regional storm drainage facilities will be connected to existing down stream storm drain facilities at Ynez Road. (5) The City finds no competitive advantage is lost by allowing the DEVELOPER to manage the design and construction of the "Project". 1 R:~.G MTS',.MALLLFORESTC .AG R 199~ In consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows: 1. Developer shall use reasonable diligence to cause the "Project" to be designed as soon as is reasonably practicable, and shall diligently pursue construction when the plans are released for construction by the City. 2. Developer has full responsibility for securing all easements and right-of-ways for the construction of the "Project". 3. The City Engineer has solicited design proposals from civil engineers for the "Project". The City has reviewed the design proposals, and has approved Robert Bein, William Frost and Associates (the "Engineer") to be designers of the "Project". The City Engineer has forwarded the Engineer's contract proposal, with agreed upon modifications, and noted as J.N. 401213, Revision No. 2 to the Developer. Upon execution of this Agreement, the Developer shall execute this contract between Developer and Engineer without any need for further approval from the City. 4. Developer shall draft and shall submit to the City Engineer for approval, a request for bid proposals including the contract forms to be used to construct the "Project". The Regional Storm Drainage Facilities shall be constructed by a contractor or contractors licensed by the State of California (the "Contractor"). The bid proposals for construction shall include a provision requiring the contractor to pay prevailing wages for the construction of the Regional Storm Drain Facilities in accordance with the requirements of Labor Code Section 1770 et. Seq. and other applicable law. The Contractor shall be required to provide faithful performance, labor and materials bonds, and warranty bonds to the "Project" for the benefit of City a~xi Developer. The Contractor shall name both the City and Developer and their employees, officers, directors, and agents and consultants thereof as additional insured under a comprehensive general liability insurance policy in conformance with "ISO-CGL Form No. CG-00 01 11 85 or 88" in an amount not less than one million dollars ($1,000,000) per occurance and general aggregate coverage of not less than two million dollars ($2,000,000). The City and its employees and agents shall be additional insureds as shown under "ISO form CG 20 10 11 85." In addition Contractor Auto coverage shall be provided in conformance with "ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1." The bid and contract documents shall include the bond and insurance requirements as set forth by mutual agreement between the City and DEVELOPER, and said requirement shall not be less than those stated above. The Developer shall solicit at least three (3) bid proposals. Complete copies of the bid submittals, Developer's bid analysis, and Developer's recommendations shall be submitted to the City Engineer for his review and approval. Prior to the award of any consauction contract for the "Project", the City Engineer shall approve the contractor, his bid proposal and contract. The City Engineer shall also confirm in writing, that there are sufficient funds appropriated by the City Council to cover the award of the bid for the "Project". No award of a contract for the Regional Storm Drainage Facilities shall be made unless City funds are appropriated to cover the contract award, including a contingency amount equal to ten percent (10%) of the contract price and all costs for inspecting said contract. Failure by the Developer to secure approval as to the availability of funds prior to the award of contract may result in the City not honoring any Payment Request Forms submitted for said contract until City can determine that funds are available. Upon receiving written confirmation from the City of the approved Contract, Developer shall contract directly with the Contractor. R:~AGMTSkM ALL~FO~C.AGR 6. Exhibit "B" provides an estimated budget for the design and construction of the "Project". This budget has been prepared by engineers retained by Developer and reviewed by City staff. The Developer shall endeavor to manage the design and construction of the "Project" within the approved budget. If there are changes to the budget, the Developer shall immediately notify the City Engineer, and the City Engineer shall provide instructions on how the Developer shall proceed with requests to modify the budget (see paragraph 8 regarding change orders). 7. Developer shall execute and administer the design, and construction, and miscellaneous contracts for the "Project". The City and/or County of Riverside shall provide plan check and consauction inspection of the "Project" at no cost to the Developer. Developer shall obtain soils inspections including compaction testing and submit soils reports as required for the "Project". 8. The Developer may not approve change orders without receiving prior confirmation from the City Engineer. Any change orders that exceed the cumulative budget must have the written approval of the City Council. Additionally, the City Engineer shall confirm that there is sufficient funds to fund any change order greater than the approved budget. 9. Developer shall prepare and execute a Notice of Completion for the "Project", record said Notice with the Office of the Recorder of the County of Riverside, State of California, and cause the Contractor and all subcontractors to provide lien and material releases with respect thereto. Developer shall provide copies of each said Notice and all releases to the City. 10. Upon completion of construction, Developer shall offer for dedication to the City the Regional Storm Drainage Facilities free and clear of all liens and encumbrances, provided all Consultants and Contractors are paid in full. The City or their assignee shall immediately accept and maintain the "Project". The Contractor shall provide a ten percent (10%) warranty bond which shall remain in effect for twelve (12) months following acceptance of the "Project". All guarantees and warranties shall pass to the benefit of the City. 11. City shall reimburse Developer its reasonable costs and expenses as approved by the City Engineer in connection with the design, construction and contract administration of the "Project". Upon monthly submission by Developer of a Payment Request Form with supporting invoices and lien releases to the City, monies will be advanced to Developer in the amounts specified to pay for the design and construction costs, inspection fees, encroachment fees or utility deposits actually incurred and paid for by Developer for the "Project". City shall advance monies (within 30 days) of receipt of valid Payment Request Form. Developer shall make the payment to Contractor within five (5) business days of receipt of such funds from City. 12. The Developer's administrative and preconsauction costs incurred in managing the "Project", reviewing and approving the plans, preparing specifications and bid documents, soliciting bids, negotiating contracts, and administrating the work is difficult to accurately determine. Therefore, the City agrees to reimburse the Developer for his overhead an amount equal to 5 % of each monthly draw. 13. Until the "Project" is accepted, Developer shall assume the defense of, protect, indemnify, and hold harmless the City and its respective officer, employees, agents, and consultants, and each and every one of them, from and against all actions, damages, claims, losses, and expenses of every type and description to which they may be subjected or placed, by reason of, or resulting from, (1) the negligent actions or inactions of Developer pursuant to this Agreement to manage the design and construction of the "Project", provided that nothing in this paragraph shall limit, in any manner, the City's rights against any of Developers contractors, architects or engineers. 3 R:L~.G MTS~MALL~.FO KESTC. AGR 199~ This indemnification shall expire upon acceptance of the "Project" improvements for maintenance by the City. No provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for the payment of damages resulting from its own operations or the operations of any of its contractors, agents or employees. The City shall assume the defense of, protect, indemnify, and hold harmless Developer and its respective officers, employees, agents, and consultants and each and every one of them, from and against all actions, damages, claims, losses, liabilities and expenses of every type and description to which they may be subjected or placed, by reason of, or resulting from, the negligent actions or inactions of the City taken in the performance of this Agreement. No provision of this Agreement shall in any way limit the extent of the responsibility of the City for the payment of damages resulting from its own operations or the operations of any of its contractors, agents or employees. Developer acknowledges and agrees that it has assumed responsibility for the administration of the construction contract for the construction of the Regional Storm Drain Facilities and will have the authority and ability to complete the Regional Storm Drain Facilities within the time required under the 1996 Development Agreement and the time required for Developer's opening of the Regional Center. Therefore, Developer agrees that City shall not be liable under the 1996 Development Agreement for delays in constructing the "Project", provided that the City has complied with its obligations under this Agreement. 14. Any notice given hereunder shall be deemed effective (I) on receipt by personal delivery; (ii) one business day after being sent by a recognized overnight mail delivery service; or (iii) four business days after being deposited in the U.S. mail, first class postage prepaid, certified, return receipt requested. Notices shall be sent addressed as follows: City: City of Temecula 43200 Business Park Drive P.O. Box 9033 Temecula, CA 92589-9033 Attn: Director of Public Works Developer: Forest City Development California, Inc. 949 South Hope Street, Suite 200 Los Angeles, CA 90015 Attn: Colm Macken Any party may change its address for Receipt of Notice by giving written notice to all other parties. 15. Upon completion of construction both parties agree to execute a Notice of Completion and record it with the County Recorder. 16. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understanding, or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein, except for the 1996 Development Agreement. 4 R:~AGMTS~VlALL~FORESTC.AGR 199~ 17. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the Slate of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreemere, all parties having been represented by counsel in the negotiation and preparation hereof. 18. The burdens of this shall be binding upon, and the benefits of this Agreemere shall inure to, all successors in interest to the parties to the Agreement. All provisions of this Agreement shall be enforceable as equitable servitude. 19. This Agreemere may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as is all of the parties had executed the same instrument. 20. Should it become necessary for any party to bring legal action to enforce any provision of this Agreement, then the prevailing party in such action shall be entitled to recover all attorney's fees and court costs reasonably incurred thereby. IN WITNESS THEREOF, the parties have executed this Agreemere as of the day and year set first forth above. CITY OF TEMECULA APPROVED AS TO FORM: Ron Roberts, Mayor Peter M. Thorson, City Attorney ATTEST: Susan W. Jones, CMC Acting City Clerk FOREST CITY DEVELOPMENT CALIFORNIA, INC. BY: BY: 5 R :'~AGMT$~J~ ALL~FORESTC. AGR 199~ STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS CITY OF TEMECULA ) On before me, the undersigned, a Notary Public in and for the State of California, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names(s) is/are subscribed to the within instrumem 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 entity upon behalf of which the person(s) acted, executed the instnmaent. WITNESS my hand and official seal. Signature PLEASE ACKNOWLEDGE BEFORE A NOTARY PUBLIC R :XAGMT$ ~M ALL~FORF-3TC.AGR 1998 EXHIBIT "A" % I %% I -' R :La.G MTSO[ ALL~FO RF-.KFC. AG R 1998 EXHIBIT DESIGN AND CONSTRUCTION AGREEMENT REGARDING REGIONAL STORM DRAINAGE FACILITIES APPROVED PROJECT BUDGET Design Engineering (RBF Contract) TOTAl, COSTS $93,58O Plan check and Review Fees: City City) County $ -0- (Note: paid directly by the $ -0- (paid by the City) Inspection Fees: City City) County Private Soils Deputy Inspector/Testing (Unit Price Contractor) $ -0- (Note: paid directly by the $ -0- (paid by the City) $10,000.00 Allowance for fill required to bury pipe near Ynez road crossing: $ 20,000.00 Construction Contract (Slater Inc.) $638,052.00 Contingency 10% $ 76,163.20 Developer Admin Fee 5 % $ 41,889.76 TOTAL: $879,684.96 7 R:~G M'r S~MALL~FO RESTC. AG R 1998 ITEM 6 APPROVal CITY ATTORNEY / ~/~'/,/.~ / CITY MANAGER .,~ CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer May 12, 1998 Award of Construction Contract Public Works Department Maintenance Work Order 97-98-010 - Removal and Replacement of AC Dikes - Various Locations PREPARED BY: ~ Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council: Award a contract for Public Works Department Maintenance Work Order No. 97-98-010 to A-Park Avenue Builders in the amount of $24,900.00 and authorize the Mayor to execute the contract. Authorize the City Manager to approve change orders not to exceed the contingency amount of $2,490.00 which is equal to 10% of the contract amount. BACKGROUND: On April 22, 1998 the Public Works Department, in conformance with the City's current purchasing procedures requested proposals for a Public Works Maintenance Project No. 97-98-010 (See Attached Scope of Work). Two (2) sealed bids were received as follows: A-Park Avenue Builders ............................... $24,900.00 NPG Corporation ................................... $58,670.00 A-Park Avenue Builders has performed contract work in the past for the City of Temecula, and we have found their work to be satisfactory. The costs are within the Engineer's estimate. Work is expected to begin by mid-May, 1998 A copy of the bid summary is available for review in the City Engineer's office. r:\egdrpt\98\0512\97-98010.awd/me FISCAL IMPACT: The project is being funded from the Public Works Street Maintenance Account No. 001-164-601-5402. The total project is $27,390.00 which includes the contract amount of $24,900.00 plus 10% contingency of $2,490.00. ATTACHMENTS: 1. Scope of Work 2. Contract r:\agdrpt\98\0512\97-98010.awd/me DATE: City of Temecula Public Works Department WORK ORDER REQUEST Street Maintenance Quote 4/15/98 QUOTE $t97-98-~ OPE~G DA~: April' ~ 1998 SEE ATTACHED LIST & MAPS (various locations) SCOPE OF WORK INVOLVED: SEE ATTACHED SCOPE OF WORK AND MAPS AREAS PREMARKED IN WHITE Reminder: All projects require Certified Payroll PREPARED BY: PLEASE PRINT ~one/FAX: ~0 ~ 6 ~ 6 q c~o, CITY APPROVED BY: 5 '~r -';":. (written amount - Please spell out) '. r:~,m~intain\wkordera\98\9g .010\ME City of Temecula Public Works Department WORK ORDER REQUEST Street Maintenance Quote DATE: 4/15/98 QUOTE g97-98 -010 BID OPENING DATE: Aprilg.~., 1998 Deliver to: T~mec~ City I-XaU, 432oo Busin~ Park Drive, City Clerks Omce no later than 2:30 p.m. SEE ATTACHED SCOPE OF WORK AND MAPS LOCATION: SEE ATTACHED LIST & MAPS (various locations) SCOPE OF WORK INVOLVED: AREAS PREMARKED IN WHITE All projects require Certified Payroll ,~ Reminder: TOTAL PRICE: ~CITY ., APPROVED BY: $ 58,670.00 CONTRACTOR PREPARED BY: NPG Corporation Fifty Eight Thousand Six Hundred Seventy 00/1~0 (written amount - Please spell out) '~ PLEASE PRINT 92571 909-940-0700 / 909-940-9192 Address: 1 ~54 .7~.t Way City: Perris, California Phone/FAX: Signature r: ~aainmin\w kordcra\98 \98.010\ME SCOPE OF WORK AREA #1 South side of La Serena Way approximately 200' east of Poole Court. Remove and replace approximately 54' of damaged standard//211 City of Temecula 6" A.C. dike. AREA//2 West side of Walcott Avenue approximately 250' south from Klarer Avenue. Remove 36" A.C. dike. Construct 20' __+ 6" dike. Pave approximately 100 sq. ft. x street section thickness to suit for tie-in of new A.C. dike to be in line with existing type A-6 concrete curb and gutter. GENERAL NOTES: Hereafter all A.C. dike referred to will be Temecula standard g211, 6" unless otherwise specified. All work will be to City of Temecula, Deparunent of Public Works standards. Due to traffic problems encountered on this two way road, it will require a flagman almost always when working in this area, as well as the areas of Calle Chapos, Calle Girasol and Nicolas Road. AREA #3 The following areas of Calle Chapos, Calle Girasol and Nicolas Road are combined as one project due to numerous driveway returns, design and layout. Areas indicated by white spray paint are designated for A.C. dike installation. Areas are staked with lath for either downspout removals or downspout construction and are marked with letters from starting point at intersections of Walcott Avenue and Calle Chapos. Using maps start at this intersection and proceed northwest. All downspouts require an 8" min. depth footing parallel with roadway x entire width of downspout, using a standard round or square nose shovel. Scope of work involving downspouts may vary from location to location but should indicate each specific requirement on the marking lath (stakes). 1. Removal only of emergency concrete downspouts. 2. Removal of concrete downspouts and replace with A.C. at time of A.C. dike construction. 3. Grade, compact and install new A.C. downspout where indicated. r: ~xmintain\wkovder~\98\98.010\ME Area//3 summary of both sides of work to be performed on Calle Chapos, Calle Girasol and Nicolas Road. WEST SIDE ONLY: W-l. W-2. W-3. W-4. W-5. W-6. W-7. EAST SIDE ONLY: 220' A.C. Dike E-1. 420' A.C. Dike 340' A.C. Dike E-2. 245' A.C. Dike 480' A.C. Dike E-3. 200' A.C. Dike 250' A.C. Dike E4. 135' A.C. Dike 150' A.C. Dike E-5. 260' A.C. Dike Pave 1125 x 3.5 avg. E-6. 205' A.C. Dike 130' A.C. Dike E-7. 60' A.C. Dike E-8. 40' A.C. Dike (Pave 5' x 40' downspout) E-9. 90' A.C. Dike E-10. 535' A.C. Dike E-11. 550' A.C. Dike E-12. 160' A.C. Dike DOWNSPOUTS A. Remove only. B. Construct 5' x 12' x 3" asphalt. C. Remove concrete, replace with 6' x 12' x 3" asphalt. D. Remove concrete, replace with 3' x 6' x 3" asphalt. E. Remove concrete, replace with 8' x 16' x 3" asphalt. F. Remove concrete, replace with 8' x 5' x 3" asphalt. G. Construct 5' x 8" x 3" asphalt. H. Saw cut, remove concrete, construct 8' x 14' x 3" asphalt. I. Install downspout as shown with A.C. dike in Area E-8. Note that existing water service must be prior to construction. AREA #4. Calle Medusa, approximately 550' west of the intersection of Nicolas Road. South side of street. Construct approximately 255' of A.C. dike, tie into existing and proceed downhill to end at concrete cross gutter. LAST ITEM TO BE REPAIRED. r: ~naintain\wkorders\98\98.010\ME AT' CITY OF TEMECULA AGREEMENT WORK ORDER NO. 97-98-010 THIS AGREEMENT, made this 12th day of May, 1998, by and between the City of Temecula ("City") a municipal corporation, duly organized and existing under and by virtue of the laws of the State of California, and A-Park Avenue Builders, hereinafter called "Contractor". In consideration of their mutual promises contained herein, the parties agree as follows: 1. The Contractor, in consideration of the promises of the City hereinafter set forth, hereby agrees to furnish all tools, equipment, labor and materials necessary to perform and complete in a workmanlike manner, all of the work required for the construction of the improvements described in Work Order No.97-98-010 attached hereto. The work shall be performed according to the City of Temecula's Procedures For Informal Bidding For Public Works Street Maintenance Work Orders of $25,000 or I ess, Fiscal Year 1997-98. ("Informal Bidding Procedures"). Where the Work Order or the Informal Bidding Procedures describe portions of the work in general terms, but not in complete detail, the latest version of the City of Temecula, Department of Public Worlc~ Standards Drawirlgs for Public Works Construction ("Standard Drawings"), and Standard Specifications for Public Worlcq Construction, including all supplements as written and promulgated by the Joint Cooperative Committee of the Soulhem California Chapter of the American Associated General Contractors of California (hereinafter, "Standard Specifications") shall control. Copies of the Standard Specifications are available from the publisher: Building News, Incorporated 3055 Overland Avenue Los Angeles, California 90034 (213) 202-7775 In case of any conflict between the Standard Drawings and the Standard Specifications, the Standard Drawings shall control. Where the Work Order, the Informal Bidding Procedures, the Standard Drawings, or the Standard Specifications only describe porfons of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. 2. The City, in consideration of the performance of this Contract, agrees to pay the Contractor and the Contractor agrees to accept in full satisfaction for the work done hereunder the sum of Twenty Four Thousand N'me Hundred Dollars and No Cents ($24,900.00), in accordance with the bid of the Contractor which sum shall be paid to the Contractor within the time and in the manner set forth in the Informal Bidding Procedures, final payment to be made within thirty-five (35) days after filing Notice of Completion of said work and improvement with the Riverside County Recorder. 3. Pursuant to the provisions of Section 1773 of the Labor code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. These rates are on file in the office of the City Clerk. Copies may be obtained at cost at the City Clerk's office in Temecula. Contractor shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions Section 1773.8, 1775, 1776, 1777.15, 1777.6, and 1813 of the labor Code. r: ~main~ain\workord\98\ag reement. 010me Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $25.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. 4. Contractor, by executing the Contract, hereby certifies: "I am aware of the provision of Section 3700 of the Labor Code which requires every employer be insured against liability for Workman's Compensation or undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract." 5. All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site, shall be at the risk of Contractor alone. Contractor agrees to save, indemnify, hold harmless and defend City, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Contractor's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Principal, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City. 6. Contractor and subcontractors shall obtain all necessary licenses, including but not limited to City business license. IN WITNESS WHEREOF, the City has caused its corporate name and seal to be hereunto subscribed and affixed by the [Mayor/City Manager] and attested to by the City Clerk, both thereunto duly authorized, and the Contractor has hereunto subscribed this Contract the day, month and year hereinabove written. CONTRACTOR A-PARK AVENUE BUILDERS 32625 LOS ENCINOS TEMECULA, CA 92592 (909) 676-3735 By: Duane Jackson, Owner CITY OF TEMECULA ATTEST: By: Ron Roberts, Mayor Susan W. Jones, CMC, Acting City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney 2 r: ~aaintain\workord\98 ~ag reement. 010me PROJECT NO. 97-98-010 CITY OF TEMECULA CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE This is to certify that , (hereinafter the "undersigned") declares to the City of Temecula, under oath, that it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the undersigned or by any of the undersigned's agents, employees, or subcontractors used or in contribution to the execution of its contract with the City of Temecula with regard to the building, erection, construction or repair of that certain work improvement known as: , situated in the Community of , The undersigned declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a stop notice of any unpaid sums owning to the undersigned. Further, for valuable consideration, the receipt of which is hereby acknowledged, the undersigned does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and in favor of the undersigned and the City of Temecuia or which relate in any way to work performed by the undersigned with regard to the above referenced construction project. Furlher, the undersigned expressly acknowledges its awareness of and waives the benefits of 1542 of the Civil Code of the State of California which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially effected settlement with the debtor". This release is intended to be a full and general release of any and all claims which the undersigned now has or may, in the future, have against the City of Temeeuia and/or its agents and employees with regard to any matter arising from the construction or the above referenced project or the contract between the City and the Contractor with respect thereto whether such claims are now known or unknown or are suspected or By: (Name) (Title) r: ~maintain\workord\9 8\agreement. 010me ITEM 7 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE~/,/~ CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer May 12, 1998 Award of Construction Contract Public Works Department Maintenance Work Order 97-98-009 - Citywide A.C. Repairs PREPARED BY: t~/~ Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council: Award a contract for Public Works Department Maintenance Work Order No. 97-98-009 to A-Park Avenue Builders in the amount of $28,970.00 and authorize the Mayor to execute the contract. Authorize the City Manager to approve change orders not to exceed the contingency amount of 82,897.00 which is equal to 10% of the contract amount. BACKGROUND: On April 22, 1998 the Public Works Department, in conformance with the City's current purchasing procedures requested proposals for a Public Works Maintenance Project No. 97-98-009 (See Attached Scope of Work). Two (2) sealed bids were received as follows: A-Park Avenue Builders ............................... 828,970.00 NPG Corporation ................................... 834,262.00 A-Park Avenue Builders has performed contract work in the past for the City of Temecula, and we have found their work to be satisfactory. The costs are within the Engineer's estimate. Work is expected to begin by mid-May, 1998. A copy of the bid summary is available for review in the City Engineer's office. r:\agdrpt\98\0512\97-98009,awd/ajp FISCAL IMPACT: The project is being funded from the Public Works Street Maintenance Account No. 001-164-601-5402. The total project is $31,867.00 which includes the contract amount of ~28,970.00 plus 10% contingency of $2,897.00. ATTACHMENTS: 1. Scope of Work 2. Contract r:\agdrpt\98\0612\97-98009.awd/ejp City of Temecula Public Works Department WORK ORDER REQUEST Street Maintenance Quote DATE: 4/9/98 QUOTE/997-98 - 009 BID OPENING DATE: April 9.9~, 1998 Deliver to.' Temecula City Hall, 43200 Business Park Drive, City Clerks Office no later than 2:30 LOCATION: SEE ATTACHED AC LIST (various locations) SCOPE OF WORK INVOLVED: Remove & Replace and Overlay AC 1. AC material to be used - AR-4000 3/8 regular for R & R 2. AC material to be used - AR-4000 3/8 fine for O/L 3. Locations are pre-marked in orange Reminder: All projects require Certified Payroll PREPARED BY: PLEASE Address: ~ ~ City: /~~ ~ ~one/FAX: ~- / S~ture TOTAL PRICE: CITY APPROVED B~ (written amount - Please spell out) r: hnainlain\w ko ~ders\98 \~ City of Temecula Public Works Department WORK ORDER REQUEST Street Maintenance Ouote DATE: 4/9/98 QUOTE g97-98 - 009 BID OPENING DATE: April ~.%, 1998 Deliver to: Temecula City Hall, 43200 Business Park Drive, City Clerks Office no later than 2:30 p.m. LOCATION: SEE ATTACHED AC LIST (various locations) SCOPE OF WORK INVOLVED: Remove & Replace and Overlay AC 1. AC material to be used - AR-4000 3/8 regular for R & R 2. AC material to be used - AR-4000 3/8 fine for O/L 3. Locations are pre-marked in orange Reminder: All projects require Certified Payroll CONTRACTOR PREPARED BY: NPG Corporation PLEASE PRINT Addr~s: 1354 Jet Way City: Perris, California Phone/FAX: 909-940-0200 Signature TOTAL PRICE: $ 34,262.00 92571 / 909-940-9192 CITY APPROVED BY: Thirty Four Thousand Two Hundred Sixty Two 00/10( (written amount - Please spell out) r: ~mainlain\w kon:lcm\98\WORKORD E.009ajp A. C. LOCATION 42322 AVENIDA ALVARADO JEDEDIAH SMITH AT 79 SOUTH 29590 MIRA LOMA 29911 MIRA LOMA 42295 AVENIDA AVERADO 42041 AVENIDA ALVARADO 42188 RIO NEDO 42232 RIO NEDO (WEST PAK AVOCADO) (AT R-l) (AT DRIVE APPROACH) (AT DRIVE APPROACH) (EAST SIDE OF DRIVE APPROACH) (25 X 14) (60X 12) (120 X 12) (5 x6) (AT DRIVE APPROACH) (AT DRIVE APPROACH) (5 X 65) (35 x 12) MORENO STREET BETWEEN MEXICO CHIQUITO AND BEST WESTERN MOTEL (FROM DRIVE APPROACH TO DRIVE APPROACH) (SOUTH SIDE OF STREET) MORENO STREET AT PENFOLDS CAFE & BAKERY (AT DRIVE APPROACH AND WEST OF DRIVE APPROACH) (SOUTH SIDE OF STREET) MORENO STREET FROM DENNY'S DRIVE APPROACH TO KFC DRIVE APPROACH (NORTH SIDE OF STREET) CALLE MEDUSA BETWEEN NICOLAS ROAD AND ENFIELD LANE (ALLIGATOR AREA FROM R2-25 NORTH 130 FT. SOUTHBOUND LANE) CALLE MEDUSA BETWEEN NICOLAS ROAD AND ENFIELD LANE (ACROSS FROM R2-25 FROM DRIVE APPROACH NORTH 45 FT. NORTHBOUND LANE) SCOPE OF WORK AC OVERLAY R& R AC R& R AC R& R AC R& R AC AC OVERLAY R& R AC R& R AC R& R AC (200 X 14) (52 X 3) R& R AC (122 X 14) R& R AC (330 X 12) R& R AC (130 X 5) R& R AC (45 X 8) LN. FT OR SQ. FT 320 SQ. FT. 350 SQ. FT. 720 SQ. FT. 1,440 sQ. FT. 30 SQ. FT. 18 SQ. FT. 325 SQ. FT. 420 SQ. FT, 2,800 SQ. FT. 156 SQ. FT. 1,708 sQ. FT. 3,960 SQ. FT. 650 sQ. FT. 360 SQ. FT. R:~FORMS~BRAD~4798 CITY OF TEMECULA AGREEMENT WORK ORDER NO. 97-98-009 THIS AGREEMENT, made this 12th day of May, 1998, by and between the City of Temecula ("City") a municipal corporation, duly organized and existing under and by virtue of the laws of the State of California, and A-Park Avenue Builders, hereinafter called "Contractor". In consideration of their mutual promises contained herein, the parties agree as follows: 1. The Contractor, in consideration of the promises of the City hereinafter set forth, hereby agrees to furnish all tools, equipment, labor and materials necessary to perform and complete in a workmanlike manner, all of the work required for the construction of the improvements described in Work Order No.97-98-009 attached hereto. The work shall be performed according to the City of Temecula' s Procedures For Informal Ridding For Public Worlcs Street Maintenance Work Orders of $25,000 or less, Fiscal Year 1997-98. ("Informal Bidding Procedures"). Where the Work Order or the Informal Bidding Procedures describe portions of the work in general terms, but not in complete detail, the latest version of the City of Temeeula, Department of Public Works Standards Drawirtgs for Public Works Construction ("Standard Drawings"), and Standard Specifications for Public Works Construction, including all supplements as written and promulgated by the Joint Cooperative Committee of the Southern California Chapter of the American Associated General Contractors of California (hereinafter, "Standard Specifications") shall control. Copies of the Standard Specifications are available from the publisher: Building News, Incorporated 3055 Overland Avenue Los Angeles, California 90034 (213) 202-7775 In case of any conflict between the Standard Drawings and the Standard Specifications, the Standard Drawings shall control. Where the Work Order, the Informal Bidding Procedures, the Standard Drawings, or the Standard Specifications only describe portions of the work in general terms, but not in complete detail, it is understood that the item is to be furnished and installed completed and in place and that only the best general practice is to be used. 2. The City, in consideration of the performance of this Contract, agrees to pay the Contractor and the Contractor agrees to accept in full satisfaction for the work done hereunder the sum of Twenty Eight Thousand Nine Hundred Seventy Dollars and No Cents ($28,970.00), in accordance with the bid of the Contractor which sum shall be paid to the Contractor within the time and in the manner set forth in the Informal Bidding Procedures, final payment to be made within thirty-five (35) days after filing Notice of Completion of said work and improvement with the Riverside County Recorder. 3. Pursuant to the provisions of Section 1773 of the Labor code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Deparlment of Industrial Relations. These rates are on file in the office of the City Clerk. Copies may be obtained at cost at the City Clerk's office in Temecula. Contractor shall post a copy of such wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions Section 1773.8, 1775, 1776, 1777.15, 1777.6, and 1813 of the labor Code. I r: ~-naintain\workord\98 \ag reement.009ajp Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $25.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Contract, by him or by any subcontractor under him, in violation of the provisions of the Contract. 4. Contractor, by executing the Contract, hereby certifies: "I am aware of the provision of Section 3700 of the Labor Code which requires every employer be insured against liability for Workman's Compensation or undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract." 5. All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site, shall be at the risk of Contractor alone. Contractor agrees to save, indemnify, hold harmless and defend City, its officers, employees, and agents, against any and all liability, injuries, or death of persons (Contractor's employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by Principal, save and except claims or litigations arising through the sole active negligence or sole willful misconduct of the City. 6. Contractor and subcontractors shall obtain all necessary licenses, including but not limited to City business license. IN WITNESS WHEREOF, the City has caused its corporate name and seal to be hereunto subscribed and affixed by the [Mayor/City Manager] and attested to by the City Clerk, both thereunto duly authorized, and the Contractor has hereunto subscribed this Contract the day, month and year hereinabove written. CONTRACTOR A-PARK AVENUE BUILDERS 32625 LOS ENCINOS TEMECULA, CA 92592 (9O9) 676-3735 By: Duane Jackson, Owner CITY OF TEMECULA ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC, Acting City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney r: ~maintain\workord\98\agre~.ment. 009ajp PROJECT NO. 97-98-009 CITY OF TEMECULA CONTRACTOR'S AFFIDAVIT AND FINAL RELEASE This is to certify that , (hereinafter the "undersigned") declares to the City of Temecula, under oath, that it has paid in full for all materials, supplies, labor, services, tools, equipment, and all other bills contracted for by the undersigned or by any of the undersigned's agents, employees, or subcontractors used or in contribution to the execution of its contract with the City of Temecula with regard to the building, erection, construction or repair of that certain work improvement known as: , situated in the Community of , The undersigned declares that it knows of no unpaid debts or claims arising out of said Contract which would constitute grounds for any third party to claim a stop notice of any unpaid sums owning to the undersigned. Further, for valuable consideration, the receipt of which is hereby acknowledged, the undersigned does hereby fully release and acquit the City of Temecula and all agents and employees of the City, and in favor of the undersigned and the City of Temecula or which relate in any way to work performed by the undersigned with regard to the above referenced construction project. Further, the undersigned expressly acknowledges its awareness of and waives the benefits of 1542 of the Civil Code of the State of California which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially effected settlement with the debtor". This release is intended to be a full and general release of any and all claims which the undersigned now has or may, in the future, have against the City of Temecula and/or its agents and employees with regard to any matter arising from the construction or the above referenced project or the contract between the City and the Contractor with respect thereto whether such claims are now known or unknown or are suspected or unsuspected. Dated: By: (Name) (Title) 3 r: ~maintain\workord \98 \agreement. O09ajp ITEM 8 APPROVAL ~'~t, .~"'~ CITY ATTORNEY /'~ DIRECTOR OF FINANCE City MANAGER .~ TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council )~Moseph Kicak, Director of Public Works/City Engineer ay 12, 1998 Amendment No. 3 for Additional Professional Inspection Services with L. D. King, Inc., for Winchester Road at Interstate Route 15, Bridge Widening and Northbound Ramp Improvements, Project No. PW94-21 PREPARED BY: ~,~'~ Ronald J. Parks, Deputy Director of Public Works Steven W. Beswick, Project Engineer - Capital Projects RECOMMENDATION: That the City Council approve Amendment No. 3 for additional Professional Inspection Services Agreement with L. D. King, Inc. for Winchester Road at Interstate Route 15, Bridge Widening and Northbound Ramp Improvements, Project No. PW94- 21, for $1,421.00 and authorize the Mayor to execute the amendment. BACKGROUND: On October 8, 1996, L.D. King, Inc. entered into an agreement with the City to provide contract administration and inspection services for the Winchester Road at Interstate Route 1§, Bridge Widening and Northbound Ramp Improvements Project No. PW94-21, in the amount of $180,000.00. Contract Amendment No. 1 was approved on February 14, 1997 in the amount of $3,819.00 for the preparation and submittal of the Design Exception/Fact Sheet required by Caltrans for revised falsework clearances. Contract Amendment No. 2 was approved on August 6, 1997 in the amount of $14,000.00 to provide for additional inspection services required for the full-time inspection during the grading operations, additional inspection requirements for the tie-back retaining wall, inspection of the "overside drains"(Contract Change Order No. 14) along the northbound auxiliary lane, and additional traffic control requested by Caltrans. This left only $181.00 in L.D. King's contingency. Contract Amendment No. 3 is proposed to provide for the extension of contract inspection from July 1997 to January 1998 where additional landscape and irrigation inspection was required to identify and replace plants that had died during the project. The work will be performed in an amount not to exceed $1,421.00. Contract amendments more than 10% of the original contract requires approval by the City Council. The scope of work and rates are described in Exhibit "A" of the attached Contract Amendment. R:~,GDRPT\98\0612\KINGADD.AGR FISCAL IMPACT: This is a Capital Improvement Project and will be funded through the Redevelopment Agency. Adequate funds are available for the additional work for the Professional Inspection Services in the amount of $1,421.00 in Account No. 280-199-602- 5804. ATTACHMENTS: Amendment No. 3 2 R:~AGDRPT\98~0151 2\KINGADD.AGR THIRD AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND L. D. KING, INC. WINCHESTER ROAD AT 1-15, BRIDGE WIDENING AND NORTHBOUND RAMP IMPROVEMENTS PROJECT NO. PW94-12 THIS THIRD AMENDMENT is made and entered into as of May 12, 1998 by and between the City of Temecula, a municipal corporation ("City") and L. D. King, Inc. ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with respect to the following facts and purposes: ao On October 8, 1996 the City and Consultant entered into that certain agreement entitled "City of Temecula Agreement for Consultant Services" ("Agreement"). b. The parties now desire to amend the Agreement as set forth in this Amendment. e Compensation shall be for all services described in this Amendment and shall not exceed One Thousand Four-Hundred twenty-one Dollars and No Cents ($1,421.00). e Exhibit "A" is added to the Agreement, which is attached hereto and incorporated herein as though set forth in full. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CONSULTANT L. D. King, Inc. 2151 Convention Center Way, Suite 100B Ontario, CA 91764-4464 (909) 937-0200 BY: By: Douglas H. Mays, P.E. Title: Vice President, Engineering CITY OF TEMECULA BY: Ron Roberts, Mayor ATTEST: BY: Susan W. Jones, CMC, Acting City Clerk APPROVED AS TO FORM: BY: Peter M. Thorson, City Attorney EXHIBIT "A" SCOPE OF WORK Engineers/Planners March 3, 1998 CITY OF TEMECULA 43200 Business Park Ddve P.O. Box 9033 Temecula, California 92589-9033 Attention: Mr. Steve Beswick, P.E. RECEIVED MAR 0/i 1998 CITY OF TEMECULA ENGINEER!NG DEFARTMENT Rle: 170.02 Winchester Rd./Rte. 15 Interchange Modifications Temecula Subject: Project PW94-21 Supplemental Funding Request Dear Steve: Enclosed is Invoice No. 980233, which is for the amount in excess of the budgeted amount plus current amendments. Please refer to the transmittal letter from Joseph Kicak, dated February 19, 1998, which returned our Invoice No. 971128, dated February 10, 1998, and directed that this be resubmitted as two separate invoices. Invoice No. 980232, dated March 3, 1998, has been submitted for $6,473.24. Please provide an amendment to the contract in the amount of $1,421.00, to cover our remaining costs. As noted in our letter dated June 13, 1997, there are a number of reasons for exceeding the odginal budget for the project, most notably the fact that the contract was supposed to be completed in May, 1997, but was not completed until January, 1998. Other factors resulting in increased costs are: Full time inspection for certain operations where full time inspection was not originally anticipated. Additional inspection required for the tie-back wall. Additional inspection required for the landscape irrigation system due to problems with the landscape contractor. Thank your for your attention to this. Please call if you need additional information. Very truly yours,/ ~ ~ Dale E. Wintergerst, P.E. Project Manager Enclosure E. xTr05. doc L.D. King, Inc. 2151 ConventiOn Center Way, Suite 100B, Ontario, CA 91764-4464 (909) 937-0200 Fax'. (909) 937-0202 ITEM 9 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE~_~. _ CITY MANAGER ~,,~ - TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council  Joseph Kicak, Director of Public Works/City Engineer May 12, 1998 Release Faithful Performance Warranty and Labor and Materials Securities in Parcel Map No. 28122. (Northeast of Meadows Parkway, between Rancho California Road and Rancho Vista Road) PREPARED BY:x~ Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council 1. AUTHORIZE release of the Faithful Performance Warranty and Labor and Materials securities in Parcel Map No. 28122 2. DIRECT the City Clerk to so advise the developer and surety. BACKGROUND: The City Council approved Parcel Map No. 28122 on September 12, 1995, and entered into subdivision improvement agreement with: Van Daele 79 Venture, a California Limited Partnership for public improvements which were secured by the following bonds posted by American Motorists Insurance Company: 1. Bond No. 3SM 882 864 O0 in the amount of $1,568 for demolition and replacement of driveway and related improvements in Meadows Parkway for Faithful Performance. 2. Bond No. 3SM 882 864 00 in the amount of $748 for demolition and replacement of driveway and related improvements in Meadows Parkway for Labor and Materials. 3. Bond No. 3SM 882 863 00 in the amount of $400 for subdivision monumentation. R:IA ODRP~9810512~PM28122.FIN I 4/29/98 On April 8, 1997, the City Council accepted the public improvements, initiated the one-year warranty period, authorized release of the subdivision monumentation security and reduction in Faithful Performance security to the ten-percent (10%) warranty level as follows: Bond No. 3SM 882 864 00 in the amount of $156.80 for Faithful Performance Warranty purposes Staff has inspected the work following expiration of the one-year warranty period to assure that all structural damages are repaired or replaced prior to release of the Faithful Performance warranty security. It is therefore recommended that this Faithful Performance Warranty security be released: The developer is also required to post security for the payment for materials and labor services, for which the contractual six-month lien period following City Council acceptance of the improvements has expired. No claims for labor or materials having been filed, Staff recommends release of the following security: Bond No. 3SM 883 864 zero in the amount of $748 for Labor and Materials There were no streets offered for dedication on the subject parcel map. FISCAL IMPACT: None. No pavement was included in the work performed. Therefore it is not expected that routine maintenance will be required for the work accepted by this action. ATTACHMENT: Location Map R:~A GDRPTI98106121PM28122.FIN 2 4/29/98 VICINITY MAP NO. 22716-2 TRACT 70-01 !6 !7 I M.B. 200 I CORTE LA PUENTA ~ .P parcel Map NO. 9.81 Location ~ NOTE,: MAP~q NOT TO ~qCAI,F,, ITEM 10 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCe' CITY MANAGER ~.~ CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: City Manager/City Council  JMoseph Kicak, Director of Public Works/City Engineer ay 12, 1998 SUBJECT: PREPARED BY: Accept Certain Public Improvements in Parcel Map (Southeast corner of Winchester Road at Nicolas Road)   Ronald J. Parks, Deputy Director of Public Works Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council: No. 26232-2 ACCEPT the public sidewalk, driveway, and street lighting improvements in Parcel Map No. 26232-2 AUTHORIZE reduction in Faithful Performance security to the ten-percent (10%) warranty amount, and initiation of the one-year warranty period. 3. DIRECT the City Clerk to so advise the developer and surety. BACKGROUND: On January 28, 1997, the City Council approved Parcel Map No. 26232-2, and entered into Subdivision Improvement Agreement with: Leo E. Roripaugh and Marian E. Roripaugh as Trustees of the Leo E. Roripaugh and Marian E. Roripaugh 1975 Trust for the improvement of street lights, sidewalk, driveways, and median improvements. The bonds were posted by American Contractors Indemnity Company as follows: Bond No. 25320 in the amount of $40,470 for Faithful Performance for street lights, sidewalk, and driveway improvements. Bond No. 25320 in the amount of $20,235 for Labor and Materials for street lights, sidewalk, and driveway improvements. 3. Bond No. 25318 in the amount of $1,500 for Subdivision Monumentation 4. Cash Deposit in the amount of $25,530 for landscape median on Nicolas Road. R:[AGDRPT~98105121PM262322.AC2 1 4/29/98 On December 16, 1997, the City Council authorized reduction in the Faithful Performance security amount to reflect work performed. The amount approved was the maximum allowable (fifty percent) under the terms of the Subdivision Improvement Agreement. The Faithful Performance security was reduced to the following: Bond No. 25320 for Faithful Performance in the amount of $20,235. The contractual work for those items covered by Bond No. 25320 (street lights, side walk, and driveway improvements) have been completed and Staff therefore recommends acceptance of the pertinent improvements, reduction in Faithful Performance security to the ten-percent (10%) warranty level, and initiation of the one-year warranty period. The following amount will be retained for warranty purposes: Bond No. 25320 for Faithful Performance Warranty for street lights, sidewalk, and driveways in the amount of $4,047. The developer is also required to provide Labor and Materials security to assure that providers of materials and labor are paid. This security is retained for a contractual six-month lien period following City Council acceptance of the improvements as follows: Bond No. 23520 for Labor and Materials for street lights, sidewalk, and driveways in the amount of $20,235. The Median Island construction security of $25,530 will be retained for participation as developer's share of the median island construction required by the General Plan and conditions of approval for this project. The subdivision monumentation has not been completed nor released by the Professional Land Surveyor of record. Once this release is received, Staff will review the monumentation for confirmation. If satisfactory, Staff will then recommend release of the monumentation security to the City Council. There was one street, a portion of Nicolas Road, offered for dedication on this Parcel Map. However, Nicolas Road, in this reach, was a portion of the County Maintained-Road System prior to City incorporation and became a portion of the City Maintained-Street System by succession on December 1, 1989. FISCAL IMPACT: ATTACHMENT: None Location Map R:tA GDRP~98t0612[PM262322.A C2 2 4/29/98 IP~£¢? $11'£,i / VICINITY / jj · ~o I · ./ / ~o J3J Parcel Map No. 26232-2 Location Map NOTE: MAPS NOT TO SCALE ITEM 11 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: City Manager/City Council  '/~oseph Kicak, Director of Public Works/City Engineer May 12, 1998 SUBJECT: Tract Map No. 24182-2, Located on the North side of State Highway 79 South between Meadows Parkway and Butterfield Stage Road PREPARED BY: j~,.Ronald J. Parks, Deputy Director of Public Works ~l~rGerald L. Alegria, Senior Engineer RECOMMENDATION: That the City Council approve 1) Tract Map No. 24182- 2 in conformance with the Conditions of Approval 2) Subdivision Improvement Agreement 3) Subdivision Monument Agreement and accept the Faithful Performance Bond, Labor and Material Bond and Monument Bond as security for the agreements. Tract Map No. 24182-2 subject to the Conditions of Approval. BACKGROUND: Vesting Tentative Tract Map No. 24182, was approved by the City of Temecula Planning Commission on February 2, 1998. The Developer, Cal- Paseo Del Sol, LLC, a California Limited Liability Company, has met all of the Conditions of Approval. Tract Map No. 24182-2 is a sixty one (61) lot single family residential subdivision, of 9.5 net acres, located on the North side of State Highway 79 South between Meadows Parkway and Butterfield Stage Road. The site is currently vacant. The following fees have been deferred for Tract Map No. 24182-2: Public Facilities Development Impact Fee Due prior to issuance of occupancy permit FISCAL IMPACT: None ATTACHMENTS: 2. 3. 4. Development Fee Checklist Fees & Securities Report Project Location Map Tract Map No. 24182-2 I R:~AGDRPT~gS~)612\TR241 g22.AGN CITY OF TEMECULA DEVELOPMENT FEE CHECKLIST CASE NO.: Parcel Map No. 28544 The following fees were reviewed by Staff relative to their applicability to this project. FEE Flood Control (ADP) Public Facility Development Impact Fee CONDITIONS OF APPROVAL Not in Area Drainage Plan To be paid prior to issuance of occupancy permit 2 R:~.GDRPT~98~D612\TR241822.AGN CITY OF TEMECULA ENGINEERING DEPARTMENT FEES AND SECURITIES REPORT TRACT MAP NO. 24182-2 IMPROVEMENTS Street and Drainage Water Sewer Monument TOTAL FAITHFUL PERFORMANCE SECURITY 305,5OO 75,500 97,50O 13,005 491,505 DATE: MAY 12, 1998 MATERIAL & LABOR SECURITY 1 52,750 37,750 48,750 239,250 DEVELOPMENT FEES City Traffic Signing and Striping Costs RCFCD (ADP) Fee - Paid Public Facilities Development Impact Fee SERVICE FEES Planning Fee Comprehensive Transportation Plan Plan Check Fee Inspection Fee Monument Inspection Fee Fees Paid to Date Balance of Fees Due * * * T.B.D. - To Be Determined $ 0.00 $ N/A $ T.B.D.*** $ 164.00 $ 8.00 $ 2010.00 $ 0.00 $ 250.00 $ 2432.00 $ 0.00 3 R:~,AGDRP'~98\0612~TR241822.AGN TO CORONA Cify of Te TO SAN DIEGO ~ecula VICINITY MAP NOT TO SCALE '~ TRACT NO. 24182-2 9 133HS 33S /- On., i-:, % VB3J. V~ p- W W ® ~ a o 4 ITEM 12 APPROVAL ~'J,~- CITY ATTORNEY ~'~.~/~ DIRECTOR OF FINANCE/~/~.~ CITY MANAGER ~ CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Manager/City Council  ~'Joseph Kicak, Director of Public Works/City Engineer May 12, 1998 Tract Map No. 24182-1, Located on the Southeast corner of De Portola Road and Campanula Way PREPARED BY: ~,j~/Ronald J. Parks, Deputy Director of Public Works /~13erald L. Alegria, Senior Engineer RECOMMENDATION: That the City Council approve 1) Tract Map No. 24182- I in conformance with the Conditions of Approval 2) Subdivision Improvement Agreement 3) Subdivision Monument Agreement and accept the Faithful Performance Bond, Labor and Material Bond and Monument Bond as security for the agreements. BACKGROUND: Vesting Tentative Tract Map No. 24182, was approved by the City of Temecula Planning Commission on February 2, 1998. The Developer, Cal- Paseo Del Sol, LLC, a California Limited Liability Company, has met all of the Conditions of Approval. Tract Map No. 24182-1 is a ninety five (95) lot single family residential subdivision, of 17.6 net acres, located on the Southeast corner of De Portola Road and Campanula Way. The site is currently vacant. The following fees have been deferred for Tract Map No. 24182-1: Public Facilities Development Impact Fee Due prior to issuance of occupancy permit FISCAL IMPACT: None ATTACHMENTS: 2. 3. 4. Development Fee Checklist Fees & Securities Report Project Location Map Tract Map No. 24182-1 1 R:~AGDRPT~98~0612\TR241821 .AGN CITY OF TEMECULA DEVELOPMENT FEE CHECKLIST CASE NO.: Parcel Map No. 28544 The following fees were reviewed by Staff relative to their applicability to this project. FEE Flood Control (ADP) Public Facility Development Impact Fee CONDITIONS OF APPROVAL Not in Area Drainage Plan To be paid prior to issuance of occupancy permit 2 R:~a~GDRPT~g8\0612\TR241821 .AGN CITY OF TEMECULA ENGINEERING DEPARTMENT FEES AND SECURITIES REPORT TRACT MAP NO. 24182-1 IMPROVEMENTS Street and Drainage Water Sewer . Monument TOTAL FAITHFUL PERFORMANCE SECURITY 444,000 149,000 153,500 27,880 774,380 DATE: MAY 12, 1998 MATERIAL & LABOR SECURITY 222,000 74,500 76,750 373,250 DEVELOPMENT FEES City Traffic Signing and Striping Costs RCFCD (ADP) Fee Public Facilities Development Impact Fee SERVICE FEES Planning Fee Comprehensive Transportation Plan Plan Check Fee Inspection Fee Monument Inspection Fee Fees Paid to Date Balance of Fees Due $ 0.00 $ N/A $ T.B.D.*** 204.00 8.00 2810.00 0.00 950.00 3,272.00 0.00 * * * T.B.D. - To Be Determined 3 R:~AGDRPT\98\0612\TR241821 .AGN TO CORONA City of Te, ~ecula c.,NjF 0_..~, RO. TO SAN DIEGO 79 VICINITY MAP NOT TO SCALE TRACT NO. 24182-1 zT X o X X \ 0t t / t t t t O~ ~o~ I I I I I I I I 0 0 9 .~33H$ 35S Z z z 0 ITEM 13 APPROVAL CITY ATTORNEY FINANCE DIRECTOR~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Shawn D. Nelson, Director of Community Services May 12, 1998 Design Services Contract - Temecula Library PREPARED BY: Phyllis L. Ruse, Development Services Administrator RECOMMENDATION: That the City Council: 1. Award contract of $525,000 to LPA, Inc. for the preparation of the master plan, schematic design drawings, construction documents, and project administration for the Temecula Library project. 2. Appropriate $212,000 from Development Impact Fees - Library Mitigation to provide sufficient funds to cover the cost of the library design services. BACKGROUND: On November 6, 1997, the City solicited Statements of Qualifications from architectural firms for design services for the Temecula Library Project. The City received fifteen Statements of Qualifications which were reviewed and ranked by a review committee. The six (6) firms judged to be the most qualified were invited to offer an oral presentation to a selection committee comprised of a member from the City Council (Mayor Ron Roberts), a Community Services Commissioner (Jeff Nimeshein), and City staff. The selection committee ranked LPA, Inc. (LPA) as the most qualified firm for this project. Staff has negotiated with LPA a final Scope of Work and a cost proposal of $525,000 for this project. Upon award of a contract with the design team, staff will form a project committee, consisting of the existing library task force, to develop the master plan for the site. LPA's scope of services include site location for the facility. LPA will analyze several sites, evaluate the opportunities and constraints of each site, and make a recommendation to the project committee on the most suitable location for the library. The City will enter into another agreement with a company to conduct a community survey to determine programming needs to be addressed by the library, optimal size requirements, and types and size of collections. LPA will be responsible for working with the survey consultant to evaluate and present the findings to the project committee. LPA will also schedule and conduct a tour with project committee members of other libraries in surrounding communities. From all the information received, LPA will prepare a master plan for the Temecula Library which will be presented to the project committee, the Community Services Commission, and the City Council for final approval. Upon endorsement from all parties, the consultant will r:\nmep\agenda~\library.lpa prepare construction documents, facilitate a public bid process, and provide construction administration for this project. It is envisioned that the ultimate improvements will include a 25,000 square foot library, expandable to an ultimate size to be determined through the design process. The library will be designed to accommodate community meeting room needs, collections appropriate to the area demographics, and state-of-the-art technology. The design will also include furnishing, fixtures and equipment necessary for the effective operations of the facility. FISCAL IMPACT: Total cost of this Design Services Contract is $525,000. This project is budgeted and approved in the City's Capital Improvement Program for FY 1997/98. An additional appropriation request of $212,000 from Development Impact Fees - Library Mitigation is requested to provide for the design services contract, the community survey, and a 10% contingency for other design needs. r: \rusep\agendas\h'brary.lpa CITY OF TEMECULA AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT, is made and effective as of May 12, 1998, between the City of Temecula, a municipal corporation ("City") and LPA, Inc. ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on May 12, 1998 and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2001, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES. Consultant shall perform the 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, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed Five Hundred Twenty-Five Thousand Dollars and No/100, ($525,000) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in additioh to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work not to exceed ten percent (10%) of the amount of the r: \rusep\contract\library. ag r - 1 - Agreement, but in no event shall such sum exceed ten thousand dollars ($10,000.00). Any additional work in excess of this amount shall be approved by the City Council. c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first 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 nondisputed fees. If the City disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the invoice. 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 3. 6. DEFAUI,T OF CONSULTANT. a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to r: \msep\contmct\ I~brnry.agr -2- 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 therefrom 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, 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, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. c. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. 8. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the City, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the sole negligence of the City. 9. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. r: \ruaep \contract\library. ag r -3- a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. (4) Errors and omissions liability insurance appropriate to the consultant's profession. Minimum l~imits of Insurance. Consultant shall maintain limits no less than: O) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Employer' s Liability: $1,000,000 per accident for bodily injury or disease. (4) Errors and omissions liability: $1,000,000 per occurrence. c. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City Manager. At the option of the City Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: r: \ruscp\contract\lib rary. agr -4 - (1) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. (2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability. O) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received' and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. r: \ruaep\contract\Libra~y.agr -5 - 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 or agents 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, RF~PONSIBH,ITIES. The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the 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 thereunder or with respect to any project or property located within the City. City r:\msep\contract\library. agr -6- 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: To Cid: City of Temecula 43200 Business Park Drive P.O. Box 9033 Temecula, California 92589-9033 Attention: City Manager To Consultant: LPA, Inc. 17848 Sky Park Circle Irvine, CA 92614 Attention: Jim Warwick 14. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Jim Warwick shall perform the services described in this Agreement. Jim Warwick may use assistants, under their direct supervision, to perform some of the services under this Agreement. Consultant shall provide City fourteen (14) days' notice prior to the departure of Jim Warwick from Consultant's employ. Should he or she leave Consultant's employ, the city shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. lJpon 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. r: \ruscp\contracfilibrary.agr -7- 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 jurisdiction over the City of Temecula. 17. 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, axe 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 paxty's own independent investigation of any and all facts such party deems material. 18. AUTHORITY TO EXECUTE THIS AGREEMENT. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CONSULTANT CITY OF TEMECULA By By Robert Kipper Ron Roberts CEO Mayor Attest: Susan W. Jones, CBC Acting City Clerk Approved As to Form: Peter M. Thorson City Attorney r:\ruse~p\contract\librm'y.agr - 8- EXHIBIT A TASKS TO BE PERFORMED r: \rusep ~contract\[ibrary. ag r -9- Exhibit A 0 - GENERAL During the project, certain activities occur in each phase. These activities, described below, are non-sequential and may not be applicable to all phases of the project. These activities include: 0.1 0.2 0.3 0.4 Project Administration services consisting of administrative functions including: .0! Initial consultation in development of the Project. .02 Preparation of compensation estimates and professional services agreement(s). .03 Project-related research. .04 Conferences. .05 Communications. .06 Travel time. .07 Progress reports. .08 Direction of the work of in-house personnel. Disciplines Coordination/Document services consisting of activities for: Checking .01 Coordination between LPA's work and the work of engiqeering and other involved disciplines for the Project. .02 Review and checking of documents prepared for the Project. Agency Consulting/Review/Approval consisting of activities including: services .01 .02 .03 .04 .05 .06 .07 .08 .09 Agency consultations. Research of critical applicable regt, lations. Research of community attitudes. Preparation of written and graphic explanatory materials. Appearances with City staff at agency and community meetings. Planning boards. County agencies. Regional agencies. Federal agencies. Owner-supplied Data Coordination consisting of activities including: services .01 .02 .03 Review and coordination of data furnished for tile Project as a responsibility of the City. Assistance to the City in obtaining existing (Irawings and related data. Site photography. TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 TASK 1.0 PROGRAMMING SERVICES In the Programming Phase, the LPA Team shall provide the following services necessary for establishing project requirements for the library prior to commencing with Site Development Planning and Schematic Design. 1.1 Project Administration services consisting of Programming Administrative functions including: .01 Meeting to establish the library project goals and objectives including cost, image and future flexibility. .02 Commencement of phone survey to collect community information. .03 Project related tour of similar libraries. .04 Confirm project schedule. .05 Meetings with designated librarians and staff (LLSI) to establish space and personnel requirements. .06 Meetings with staff to confirm space and personnel requirements and adjacencies. .07 Direct periodic advisory committee meetings (assume three). .08 Direct the programming community rneeting. .09 Presentation of a written report documenting critical project criteria including space, shelving requirements, staff, and furnishing requirements together with agreed budgets, scheduling and phasing. 1.2 Agency Consulting .01 Consultation with local regulatory agencies. .02 Review of critical codes and regulations applicable to the project. 1.3 Docun~ntation during the Programming Phasing .01 Overall departmental and common area space requirements and shelving requirements for move-in date and future projections. .02 Analysis of impact of space and circulation standards on future space projections. .03 Functional adjacency and operational requirements for internal and external space relationships. Area attributes worksheets for all enclosed spaces. Discuss preliminary direction of furniture and technology. .04 .05 LPA .06 TASK 2.0 2.1 2.2 2.2 2.3 2.4 Documentation of project schedule, budget, qualitative requirements and phasing. MASTERPLANNING Conduct feasibility studies for the library on three or four different sites. Stndy to include conceptual evaluation of grading, vehicular and pedestrian circulation, utility availability, political concerns and schedule concerns. Based upon the selected site, LPA to develop a Site Plan concept based on the current masterplan that will address: .01 .02 .03 .04 .05 .06 .07 .08 Project image and visibility. Pedestrian/vehicular circulation. Open space. Building massing. Phasing of Library and potential other uses. Parking. Landscape. Signage opportunities. Direct periodic advisory committee n~eetings (assume three). Conduct planning comrnnnity workshop. Site Analysis .01 .02 Preliminary site utility review. Preliminary grading plan for cost estimating purposes. 2.5 Cost Estimation' .01 .O2 .03 Based upon program, square footage, preliminary civil information, and master plan alternatives, meet with cost estimator to establish "order-of-magnitude" estimates. Based on this input, the City will finalize budget estimates upon which Basic Services are based. Present program, selected site, and preliminary bridget through approval process. TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 2.6 Project Description: .01 Project team to define the scope. As a start the project is described as a 25,000 s.f. library with the possible lateral expansion to 44,000 s.f. The approximate costs of the project are as follows: i. On & Off site cost $500,000 (grading, utilities, paving, lighting, landscape, etc.) ii. Building shell & interior: $150/s.f. x 25,000 = $3.75M iii. Fixtures, furnishings, and equipment $25/s.f. x 25,000 = $625K iv. Estimated total: $4.875M Note: See attached Chart of Comparative Costs. .02 Following the definition of the project scope, our fee will be based on 10% of the construction cost and FF&E. The following Basic Services would commence following the completion of the Masterplanniug Phase. TASK 3.0 SCHEMATIC DESIGN 3.1 Confirm tile Project Budget and Project Schedule. 3.2 Prepare a slide presentation for the City of Temecula that will illustrate examples of design character, stimulate discussions and assist in setting a design direction. 3.3 Research specific local history of the community and the application of this history in the development of the planning and architecture for the Project. 3.4 Provide three floor plans and massing options to be reviewed for the selection of most preferred scheme for schematic design. 3.5 Based on the approved Building Program, Project Schedule and Project Budget requirements, LPA shall prepare Schematic Design documents consisting of the following drawings and documents illustrating the scale and relationship of project components. .01 .02 A site plan silowing the Library building, parking lot and access roads. Landscape concept. LPA 3.6 3.7 3.8 3.9 .03 A Floor Plan listing each space designated in the Library Building Program and identified by the area/space nan~ assigned in the Building Program. This plan shall also provide conceptual furnishings and equipment layout. .04 A tabulation of the square footage for each area called for in the final Building Program compared to the square footage sbown on the Floor Plan. .05 A tabulation of the uumber of books, magazines and audio-visual materials called for in the Building Program compared to the number of books, magazines, and audio-visual materials which can be housed given the proposed Furnishings and Equipment Plan. The tabulation will also provide the conversion factors utilized (books per double faced unit, or books per linear foot, etc.) .06 A tabulation of the number of reader's seats by area called for in the Building Program compared to the number of reader's seats shown on the Furnisbings and Equipment Plan. .07 Exterior Elevations of all four sides of the building showing general locations of openings, roof lines, grade lines, etc· .08 Two sections through the building, one longitudinal and one latitudinal. .09 Three sketch renderings; one interior, two exterior. .10 One finished study n~del no larger than 1" = 20'-0". Continue discussion regarding acoustics, technology, security, and FF&E. Audio/visual systems to be discussed as required. LPA shall provide Outline Specifications describing tbe type of construction by identifying the basic building components (structural, mechanical, electrical, plumbing, etc.), and the type of occupancy. LPA to develop a preliminary budget estimate based upon schematic design drawings. LPA shall assist the city staff in securing design approvals from tile City of Temecula. TASK 4.O 4.1 TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 DESIGN DEVELOPMENT Based upon the approved Schematic Design documents and any adjustments authorized by City of Temecula in the Project Schedule or Project Budget, LPA shall prepare Design Development documents consisting of the following drawings and other documents to affix and describe the size and the character of the project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate: .01 Site Plan (within the Project Limits) showing all buildings on the site, access roads, parking, topography, survey control points, bench marks, drainage, roads and sidewalks, routing of sewer, water, gas and other utilities. .02 Architectural Floor Plan showing complete functional layout, room designations, major dimensions and furnishings and equipment. .03 A tabulation of the square footage for each area called for in the final Building Program compared to the square footage shown on the Floor Plan. .04 Reflected Ceiling Plan which indicates the lighting system proposed for the project. This lighting system plan shall be overlaid on the furnishings, equipment and signage plan. .05 Electrical and data distribution systems plan overlaid on the furnishings, equipment and signage plan· .06 Dimensioned Exterior Elevations. .07 Two Building Sections indicating the relationship of various levels, floor to ceiling heights, construction systems and materials. .08 Signage Schedule. .09 Landscape Plan with plant material types, locations, lighting plan proposed site features and furnishings. · 10 A color and materials sample board indicating major interior and exterior colors and finishes. LPA TASK 5.0 CONSTRUCTION DOCUMENTS 5.1 5.2 Based on the approved Design Development documents and any further adjustments in the scope or quality of the Project, or in the Project Budget, LPA shall prepare Construction Docun'ents and Specifications setting forth, in detail, the requirements for the construction of the project. LPA to prepare preliminary budget estimate at 60% construction documents. 5.3 LPA will assist City of Temecula in submitting any documents required for the approval of governmental authorities having jurisdiction over the Project. 5.4 Pre-Procurement Furniture Services: Meet with City of Tenxacula to finalize: Insurance & bonding requiren~nts. Competitive bidding requirements. FF&E procurement terms conditions. Bidding procedures. and 5.5 Review existing group purchase including City agency agreements application to the library project. agreements for possible 5.6 Develop procurement strategies for each category of FF&E inchMing dealer provided furnishings, and direct purchase items. 5.7 Develop a master control list of all FF&£ items indicating status of each item from award of bid through follow-up on corrective work. Provide monthly npdates through installation. 5.8 Based on outline specs and design documentation provided by LPA Basic Services, develop detailed furniture specs together with general conditions and perforn~ance requiren~ents for bidding and negotiation by suppliers. TASK 6.0 BIDDING/NEGOTIATION 6.1 LPA will assist City of Temecula in the preparation of tile necessary bidding information, bidding forms, conditions of the contract and the form of agreement between the Owner and the general contractor. 6.2 LPA will assist the City of Ten~cula in reviewing the bids. TASK 7.0 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 CONSTRUCTION ADMINISTRATION LPA will visit the site at intervals appropriate to the stage of construction. LPA will attend hi-monthly on-site scheduled meetings to discuss the status of the on-going construction for the agreed upon length of construction. (Assume 24 visits.) LPA will review and approve or take other appropriate action upon contractor's submittals such as shop drawings, product data and samples. LPA will prepare Change Orders and Construction Change Directives with supporting documentation and data if deemed necessary. LPA will respond, in writing, to all requests for information statements (RFI's) issued by the contractor. LPA will review tile work to determine the date or dates of substantial completion and the date of final completion. LPA will conduct a final walk through review of the construction project and note for submission to the Owner any deficiencies in the work. Review storage, delivery, installation and moving alternatives and present recommendations for approval. Review potential suppliers of ancillary services including art, plants, refinishers, etc. and present recommendations for approval. Develop and distribute proposal requests to qualified suppliers, respond to questions and provide clarifications as necessary to secure comparable competitive bids. 7.11 Upon receipt of bids, analyze for completeness; compare qualifications, services; and prices and make recommendations for approval. 7.12 Notify selected suppliers and negotiate final terms. 7.13 Work with the City of Temecula to submit procurement documentation to suppliers. 7.14 Follow-up during manufacture to monitor schedule and progress, answer questions and provide alternative selections' as necessary. LPA 7.15 Review acknowledgements and update the master control list. 7.16 Installation Administration Services: 7.17 .01 .02 .03 .04 Beginning one month from installation conduct weekly coordination meetings on- site to answer questions, finalize delivery dates and installation procedures, confirm building and parking availability and establish installation policies. Assist with coordination of installers and move coordination provided by the City to schedule and monitor FF&£ installation. Confirm completeness of installed FF&E items and develop a corrective work list of missing or corrective measures required. Review payment requests and submit for payn~nt. Post Occupancy Follow-up: .01 .02 Follow-up to conclusion of corrective work items. Review final payr~xant requests and submit for payn~nt. 8.0 8.1 8.2 TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 BASIC SCOPE OF SERVICES The following consultants are included basic scope: in our .01 Architectural. .02 Interiors. .03 Signage and graphics· .04 Landscape (including irrigation, fountain design, as required). .05 Civil (including acquisition of information on proposed site). .06 Structural. .07 Mechanical. .08 Plumbing. .09 Fire Protection (design-build). .10 Electrical. · 1 1 Acoustician · 1 2 Computer/cabling. · 1 3 Security · 1 4 Audio/Visual (as required). · 15 FF&E procurement. · 16 Library consultant. The City directly: following consultants are contracted to the .01 Soils. .02 Testing and inspection, including: -Concrete, steel, glulam -Window wall -Roofing -Waterproofing (if required) .03 Grading and staking verification required). .04 Secondary cost estimator (as desired). .05 Phone survey. 8.3 Additional services by LPA may include: .01 .02 Assistance in fundraising activities. Creation of promotional materials. (as LPA EXHIBIT B PAYMENT SCHEDULE r: \ rusep\ contract\h'b rary. ag r - 1 O- EXHIBIT TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 COMPENSATION Phase 1.0 Programming $48,750 Phase 2.0 Master Planing $24,500 Upon definition of project scope, our fee would be 10% of construction costs and FF&E. For example, at an estimated construction cost of $4,875,000 the base fee would be at $487,500, Schematic Design - 20% Design Development- 25% Construction Documents- 37% Bidding- 3% Construction Observation - 15% 97,500 121,875 ] 80,375 14,625 73,125 S U BTOTAL $487,500 GRAND TOTAL $560,750 This fee is subject to change with changes in scope, schedule and budget. BASIC HOURLY RATES Principal $130.00 Senior Project Manager $115.00 Managing Professional $105.00 Senior Professional $ 95.00 Professional $ 85.00 Professional Staff $ 75.00 Intermediate Staff $ 65.00 Staff $ 60.00 Word Processor $ 50.00 Clerical Staff $ 45.00 Intern $ 40.00 Computer Aided Design and Drafting (CADD) $ 30.00 NOTE: These rates became effective February 1, 1998 and are subject to change annually. Reimbursables cover the following: · Copying, telephone and facsimile charges. · Charges for materials relating to presentation boards, models or renderings of the project. · The expenses for reproductions of drawings, plans and construction documents, including CADD vellum plotting. · Photographs, photostats and other special reproductions required for the project. · Travel expenses. · Miscellaneous items such as film, presentation boards, photo development, etc. · Professional nxxlels, renderings. · Excludes bid set and construction printing and professional models and renderings. LPA TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 LPA shall be paid for such reimbursable expenses at cost times 1.10. For estimating reimbursable costs, assume 10% of the A/E fee. Should the City desire simplicity of project management, LPA will include the base reimbursables within a fixed fee of 11%. K:\PROPOSAL\ 1001798\ LibrarysoslW.doc LPA CITY OF TEMECULA COMMUNITY SERVICES DEPARTMENT MEMORANDUM TO: FROM: DATE: City Council Members  Shawn D. Nelson, Director of Community Services May 11, 1998 SUBJECT: Library Design Contract - Scope of Services Attached is a copy of the revised Scope of Services for the Library Design Contract with LPA, Incorporated. This contract will be considered at the May 12, 1998 Council meeting as item number 13. The staff report contains a preliminary proposal from the consultant which was later revised. As you will note, the preliminary proposal was for a cost of approximately $560,000 plus an additional $50,000 for reimbursables. The final Scope of Services provides for a cost a $525,000 which includes the reimbursables. If you have any questions regarding this item, please feel free to contact me. R:ILPA CONTR. CC 5/! 1/98 EXHIBIT A certain acliVilies occur m each Phase. descnhed helow, are n(m-so(ttK'uti,ll dud qfiicable 1o all pJlaS('S O[ lJlO I)rojocl. These t A(hninistratio. services (onsislin~ n[ )Jifl('S ('()or(JillMl()H/I (.1 ('(x)rdiffatfon I)(,l~'('e. Ll'^'s work and lb(, svolk ()l' (,11~ill(,(.l'111~ ,111(J (HJll'f i.volve(i (liscil)liu(,s fi)r lh(' Ih'oj('( I. Review and I)rel)ar(,(I for th(' I~r()i('('l. y ('onsulli.g/l'&'vi('w/Apl)r(w,fi qiu~ ()f a('livili(,s in('lu(linw r-sUl)l)li(,d I.)ala C()or(linalio. h.~ ()f aclivili('s irlchf(Ji.~: R('vit'w ,lil(I co()r(lirl,lli()n ()I' (lala [m'flish('(I for zl..' t'r()j,.'(.I ,l~ ,f r('~l~(m~il)ilHy ~)1' the ( 'ity. Assisa (~' 1o lhe ('ily ill I)bhlillill~ ('x dr.iw,~s ;urJ ruJ,m'd dala ~il(' i)Jlol()graj)J Jy. TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA reference No. 1001798 TASK 1.0 PROGRAMMING SERVICES hi lhe I'rogranlmiug Phase, th(' LPA Team shall i)rovi(le IJle followin§ services necessary for estal)Jishillg projecl re(luiremeflts (or Ihe lil)rary i)rior Io comn~ncing wilh Sile D(welopl13ent t)lamiing and S('hematic Design. 1.1 Project A(lminislratio[1 services consisting of Programming Admi.islrative functions inchiding: .(}l Meeting to estal)lish the library project goals and objectives includi.g cost, image and future flexibility. .02 (Tomn~enct'nle.t of phone survey to collecl coiIlmullily iH[ornlalion. .03 I)rojecl r'(TJ;11o(I lotiF o[ similar libraries. .04 Coil[ifil1 j)roje(-I ~ched,le. .05 Met, lirl~f will] qa[f (LL51) Io (,5lal)liqi ~l)ace a[l(I i)ersonnel .0O Meelill~S wilh slat[ I() ('offfirnl Sl)aC(, ;111(J j)t~rSOllll('J r('(ltlir('111('111s all(J .07 I)irect irario(lie advisory ('o111111Jllo(' .()8 I )ir('cl the i)r()~ramrllill~ ('Omll]lJUlly .0() J~r(,st)llt;lllOll ()[ .1 wrill('11 r('j)()rl (Io('Ulll('fHlrl~ ( J'ili( al i)roB~c'l ( rileria inclu(lin~ q)a('e, qa[[, a.(I [urflishin~ r('(luir'('nle.ls wilh a~ree(I l)u(l~els, scll(,(hdi.~ and i)hasi.g 1.2 A~ency (7ousulling .()1 ('onstlltation wilh local r('gtllalory dg('ll(' i('S. .02 Review ()f critical (odes and regulali()ns ,H)pli('abh' 1o lhe 1.3 [)o('uflieulalion duriJig the Ih'ogrammiug Idlasiflg .01 Overall (J(~J)drllll('llhiJ dli(J C0111111011 drt';I spact' r('qIlir('111('111s all(J rt'(jllir('111OlllS for iIlOVt,-Jll (late ~111(J [illlift, projeclio.s. .02 Analysis of inll)act of st)ace a.(I circulation slau(lards on [ulur(' sl)a('(' l)rojeclio.s. () I F~Jn( li()nal a(Ji;l( ell( y au(I Ol)erallorldl i'(,(j ii ir(.i)l(,11J~ [or illl('rll;iJ ;111(J ('~l('rlhlJ Afoa ,dlril)ulo~ w()rksJl('('ls for dJl I)i~('u~5 i)r('lil])illary (lir('clion (,~ [11rllJlllr(, dll(I lu(huol()~y. ~IBRARY ERVICES ~.1001798 ,e. As a slat[ 25,000 s.f. al expaflsion Costs Of lJlO $175,000 $3.590M )00 =$598K $4.364M $436K $4.8M the i)roB'cl 10% of the :e (ollowmR Sche(lule. lit' City of 's of (h'siR. I ,Issisl ul ( ()rlllllllfllly lilt'Cttlrt' lious Io I)(, ,l preferred an1, I)rojecl merits, LPA (JOCUI1R'111S vJllgS all(J alionshil) Of y Imildi.g, TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES .03 A Floor Plan lislm,~ ¢',l~ll space ~h'sigmm'd nl Ihe Library Ihlildhl~ th'~gram mid i(lenlifie(I l)y Ihe ,Ire,usp;l('e rmnle a~i~ned in llle litJililin~ Ih'o~ranl. This plan ~Jldll ,il~o provide ( ollCel)lual I'm'rlishin~s arid e(lUil)m(,m Jil},()111. .04 A l;iJ)111;11iOll ()( lJll, ~(jli;ir(, ~o()lil~e drea called for ill IJl(, l'Hldl llllil(IJllK J)l'O~r;1111 ('Olllj),lri'(J lo lilt, ~(lll;ir( sho~,ll Ol1 Iht- Fhx)r Plan. .()5 ;k t;i[)111~lliOll ()~ the iltlll]l)er ()f I)ooks, iI1,q~Zille5 ,111(J ;ill(Jio-visll;lJ Ill;ll('ri;IJs ('alh,d for in Iht- IhJil(Jin~ I h'o~r;1111 COnl/)are(I ~o lilt, [lunll)er of hooks, Fm'nishinRs and /(juqnnt'nl Phm. The I~lJ)llJ,lli()11 will ,IJ~() j)rt)vl(J(' lJlc t Illill, (H' Ji(l()kq jli,r JJlit',H' h)(H, (()111j);irt'(J I() Jilt' IIHlilJ)(q' iH' i'(',l(Jt'r'~ shOWll ()n lilt' Fm'~slJulg~ and Plarl. .()7 Fxlerlor [h'v;lllon~ ~l' all f~)m' ~i(It,s OlX'nings, roof lint'~, ~radc lira,s, Two ~e('liofls lhr'ou~h rim hulldin.q, Ioll~1111(IJlhll ;111(J ()n~' Thre(, ~k('i('h l'(,11(li,l'ili~S; ()11(' illl('fi()l', t'~l('rl()r (as addillonal service, if desired). (hm (ir~isht'(I stu(ly n~()(Icl ,~() larger Ih,m I" : 2()'-()" (as addillonai service, if desired). LPA It) (h'v('h)I) ,I I)r('linlm,lr~ J)ll(J~tq LI"A ~llall ,1~;s1'41 Ihe t ,ly 'q,ll( ill ~ccurln~ dcsi~4n allin'~wal~ J'l'OlJl the Cily ~1' Tt'mt't llJa, LPA Reference No. 1001798 TASK 4.0 DESIGN DEVELOPMENT 4.1 Ikised LIpon the ,q)l)rovcd Schenl,'~lic l)esign (Ioctll'llell15 ,lll(I ,111,v ;l(Ijtl~lf~lell[,~ dtllhorize(J ('ily ()f Temectlla in the Project Sche(ItJle Project IhJ(Iget, LI)A shall prel)are l)esign followin~ (Irawin~s and oth(,r (h)cumen15 to affix and (h'scril)e lira size and lhe character t)roiec't as ~o archil('cmral, stru(;luraJ, n~(:hanical ,m(J eluclricaJ systems, malerials and such olher elements as may l)e .()I Site Plan (wilhiil Ihe Project Lirails) showing all I)uildin§s on 1tle sile, access roa(IS, I)arking, tol)o~ral)hy, SLIrV('y colllrol J)()illl~, JR'II('Jl Ill;irks. (Jfaifl;l~e, r(),l(J~ ;lli{J %i(JewdJk% i-()111ill~ ()l' qt,~V(,l', W;ll('r, ()lh('r ulilJli('s 02 /~r('hilt'tlur,ll Floor I)l;ln ~llowin~ I'lllit Ii()11;iJ J;l~,()111, i'()()111 (Jt'si~lhlhOllS, iil;ijor ,n't'a (,llh,(I for in Ih(, ~in;ll Ihlil(linR I)rO~l';1111 (Olllj);ir(,(J I() Ih(' ~(lll;ir(, ~()o1~(' shown on Ih(' Floor Plan. .04 I~ofl('cle(I C('ilin~ I)I;HI which li~hlin~ sy~l(,m i)r(Jj)os(,(I [()r lJle This liRhlin~ sysh,m idan shall l)e overlai(I ()~1 Ih(, I'11rnishin~% (,(iHJl)illeHI rh,('h'ic,]l ,111(J (Jdl;i (Jish'iJ)ulion sysh'nls jJl,111 ~)v('rl;1i(I ()n Ih(' ~m'nishin~5, (,(lUil)m(,nl .()6 I )im('ns~om,(t [ xll'l'l()r .07 Two Ihul(Im~ ~('('11()11s ill(IJ('dhll~ Ihe rel;llionsJlil) (ff v,lri()11~ h'w'ls, floor h) ceilin~ hei~hl% (OllSlrllCIJ()11 .()8 S igll;l~(' 5ch('(hlh'. · ()q Lan(lscal)(' Plan wdh i)l,lnl nl;Jl(,ri;d h)('alions, li~hlin~ plan l)rol)o~(,d A (olor mid nl;il(,ri;ds ~,lnll)h, re(lit .llin,~ lu;H()r illl(,f'l()l' dll(J e~h,r~or (ol()r~ and fiflish('~ TASK 5.0 CONSTRUCTION DOCUMENTS 5.1 Hased on Ihe approved I)esiRn I)eWqOl)nlenl (l()cunx,nls and any further adjusmx'nls in Iht, s('o[)e or quality ()( lh(' I~roj('('t, ()r in the I)roje~t I~u(J~el, LPA shall prepare ('OllSll'11clJOll (l('hliJ, lilt' r{'llllir(?111('111s for lit(' 5.2 LF'A Io i)repare i)rt'linlinary bll(Jgt'( (,,stinlal(,' ,if ()()(~ (OIISIrlICJlOII (JOCIIIl'~U'111'.:,. LI'A will assisl Cily (Jo('Illil(,'IIIS r('(Jllir('(J .~ov¢'rll111{'llHll dlllJlOl'ili('$ II,lVlll~ iuris(licli~m over '~ .j J.'l'l,-J~l'()(, 111-(,111(,111 J::llf'flilllr'(.' ~('r'vl( ,lll(J I.~(.,v Id.'W ('*(sling grt)Ul) j)ur('h,l~(,' Jilt'Ill(Jill?, ('ily ,J~('11(¥ ,l~l't'(,'flll'111S [,[)f' i)ossilfit' ,lt)l)licali,n, fl I,[) lilt' lil)rar~ jlrt)it't I. 5.B I~ase(I on outline ,,i)e(,~ ,uid design (Jt)(llllli'lihlh(,)ll pro,,,i~led by LPA It,(sit iI,~,v,L,It~l~ delailed I'llrllillir(., ':,j)(.,(',~ h,:,,~.~'lht'r wilJl ,l~('11t'l',lJ (¢)ll(Jili¢)11S ~111(J jit'r(ol'111~111(, t' i'(,'(Jllil'('111('111'; (()r Inthlin~ ,ul(I ii(,goli,lh()11 [)y 'qll)ifiit'rs TASK 6.0 BIDDING/NEGOTIATION 6.1 LPA Io submit one (1) set of reimbursables for Cily Io distribute 1o conlraclors. 6.2 LPA Io answer issues as they arise during bidding. TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 TASK 7.0 CONSTRUCTION ADMINISTRATION 7.1 LPA will visit the sile at intervals appropriate the stage of conslrtl('(ion. 7.2 7.3 LPA will revl(,'w and al)l~rove or lake ,lj)j)roj)rial(' ,iclio11 Lit)oil ( ()111racJor's %11J)lllJlhlJ~ ~tl('h ,lS ~h()[) (iGIwilI~% JH'o(III( I (I,II,I ~111(I s;1111J)l('s. 7.4 LPA will provide input for Cily prepared Change Orders ,mtJ ('onslrilc[~()ll ('han~e J)irecliw's wilh ~111)j)()rlillR (J()('lli11('lllaliOll ,lil(I data if deemed 75 Lib\ will ilil'¢)rl11,llit)11M~ll(,'111¢'lilS (RFI",I i'usu(~tl Iq,' Iht' (. ollJr;1cIor. 7.6 Review contraclot as-buills on monthly basis. 7.7 LPA will condu('l a final walk filrough review of the COllSlfllCtiOll [ll'()j('cI dll(J 11ol(' for submiss(tin Io lhe Owner any d~,'(icit'n¢'i('s in Ihe work. 7.8 Review furniture slotaRe, deliw'ry, installat(ira and IllOVill~ ,IJlt'rlHlliv("~ ,111(J jJr('$('fll Ft'('()iI111'I('Ii(J~iIJ(Hi',, f()r al)l)r()val. 7.() R('vlt'W I)()h'llli,II ~(lllliJl(,rs i)t ,ul(ill,lry ~(,'l'vl( illci(lcJin~ ,Irl, I)l,llllS. i'('lilllsJll'l'%, /'lt. ,111(J rt'('Ollllll('ll(I;IJlCHIS [()i' 7. I0 I)eveh)I) ,111CJ dish'it)ill(' i)rol)osal I't'qtl('Sls h) qiJalifio(I sJll)l)li(,r~, i'(,,Sl)O(l(I ~() (IJlt'~tJOllS ,ill(J I)l'ovi(le ~ larifi('alions ,is lleCe~sary Io S~'(llrt' cOillpar;ll)le ('()illpc, litiw, bids. 7.11 7.12 Notify s(,'lech,d FF&E s(Jl)pli(,'rs and m'goliale final It,rillS. 7.13 W(,)rk wilh Iht* ('it}' ()f Temecula 1o submit J)l'O('lll'Clll('llJ (Jo('tll11(HlJaJJoll It) ~11j}jJJJ(_'rs. 7.14 Review a('knowledgem('nls ,Hid ul)(hlle lira nlmm,r ~ o~lh'ol JiM. .7 I() hlstaJJatioH A(hllinislrahoH -1~ I~e~i,mU,g ()~1(· monlh from in~lallalio,i (OIl(Jll('l W('(~kJy (o~)rdhhllion IllO('{ili~S Oll- (Jalus dll{J IJuiJdhl~ dild i),lrkm~ ,wailal)ilily mid eslal)lish insl~llali,)il .()2 A~sisl wilJl C()()fCJilhili()11 /)l' inslaJl('l'S (111(J II10V(' (O()l'dJllalJ()ll t)rovi(l('d ~c he(lule and II~)1111or FF&E Jll~l,liJ~Jli[)11. il('nls and (l('veloI) a I~['Vi('~V J),iylll('111 J),ly111('llJ I;',')sl t )( ( JUl),Ul(, y F()IJ()v~ (ll ()2' ~()JJ()~/-IlJ) I() ( ()rl( Jll~l( )11 ()l ( ()~ i('( llk'l' \v( Ih'111~ 8.0 8.1 TEMECULA CENTRAL LIBRARY SCOPE OF BASIC SERVICES LPA Reference No. 1001798 BASIC SCOPE OF SERVICES The t'()llowing conslJllanls are irlclucle(I it) our basil s('oj)t~: .()1 ArchilecltJral. .02 Interiors. .()3 5i§11agt:' arid graj)hics. .04 Lall(lscapo (inchl(linR irrigation, f()tlnlaill design, as r('qtJire(I). on prol)ose(I ~ile, Le., utilities, lopo~raphy, ~lc.I. 06 ~lru('l(iraJ. 07 Mec'llaJlic al. .08 t>lllml)jng .09 Fire I)role('ti()fl ~(h'sign-I)uihl). l() r leclr'ical. I I ,&( i 2 I S FF&I' l() LIJ)rdr~ ( ()11Slllhllll . I 7 Cosl TII(' l'()lJ()wiJi~, (OllsllllalllS ,It(, ('()~lh'il¢'lecJ 1() Cily dire'oily' .()1 .()2 ()~ .04 :';,()ils Tesling an(I im;i)ecli()Ji, inchi(ling: -Con('rele, ~l('~'l, gluhun -Will(low wall -I&)()l'ifJ~ (~ desired) -Walerl)ro()l'ill~ (t[ re(luire(J) ( ~f;l(Jill~ .lll(J sl;lkill~ vt'rifi(',llion ri'(Jllil'i'lJ) On]illed secondary cosl esllmale. Pholl(, /\(l(lili()nal sin'vices l)~ LI'A may inc'hJ(h': .()1 O2 ,'xssislan('(, iJI I'uf)(h'aising ;K lWilies. ('I'I.'111iOII ()1' [11'Oflll)ll()lhlJ fllill('ridJs. EXHIBIT B TEM ECULA CENTRAL LIBRARY COMPENSATION LPA Reference No. 1001798 Our base fee is 10% of the co.struction l)udget broken (1owii ill Section 2.6. The i)ercentage by phase l)reakdow, is .is follows: A. Base Fee: I)rogranlnlin~4 Master Plani.g 5% Schematic Dpsigr! - 1 Design Dewqopn~enl- 20% Construction l)octm~ems Biddi.g- 3% Co.slruclion Observalion $24,000 $24,00() 72,000 96,000 I 77,6O0 I 4,400 72,000 St ]STOTAL $480,000 Library ('o.sulla.l $20,00o $25,()00 I). (.;rand Tolal $525,()()() This fee is sul)jt'ct schedule and Im(l~,el. BASIC HOURLY RATES I)ri.('il)al $1 Senior Ih'()j('( I Manager $115.00 Ma.mgi.g I'rofessio,lal $ 105.()0 Senior I'roh,ssi().al $ ()5.0() I'rofessi(mal $ 85.()0 Inlerm('(liale Staii $ 65.00 Sldl'l' $ Wor(I lb'o( ess()r $ ('leri(-al Sldl'( ~ 45.0(} hm'r. $ 4().0() ('orepurer Ai(I('(I I N()Tr: Thcs(, rates l)(,(ame (,ff(,('tiv(, February I, 19()8 arc subie('l to cha. Re atomally. I{(,iml)ursabh..s ('over the f()llowing: · The (~xlx;ns(,s k)r rel)ro(hJclions of (Irawings, plans and construction (l~tm~,nts, i.chJ(li,~g ('AI)I) vt'JJlJm I)JOJlin~. · rxcl.des i~roh,ssio,.al nw)(lels, m.(lerings. · rx('h~d(,s bid set and co.slrlJclio. i)rlnlin~. K :", PR( )P( )5,,\1 \ 1001798\ I d)rar ¥:,o~.lWrcv (l<x ITEM 14 FOLLOWS: ORDINANCE NO. 98-07 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SECTIONS 8.16.010 AND 8.16.020 OF THE TEMECULA MUNICIPAL CODE RELATING TO THE DUTY TO ABATE HAZARDOUS VEGETATION ON PRIVATE PROPERTY WITHIN THE CITY OF TEMECULA THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS Section 1. Section 8.16.010 of the Temecula Municipal Code is hereby amended to read as follows: "8.16.010 Def'mitions. For purposes of this chapter, the following terms shall have the meanings set forth below: "Appeals board" means that body designated by the City Council pursuant to this chapter and consisting of one officer selected by the city fire chief, which such officer shall not be the officer issuing the order to abate, and two persons selected by the City Council. The appeals board shall hear any and all appeals regarding the determination by the city that hazardous vegetation exists on any land or parcel of real property in the city. "Hazardous vegetation" means all dry gross, stubble, Russian thistle (tumbleweeds), brash, weeds, rank grow, sagebrush, chaparral, or other vegetation which constitutes a fire hazard. Hazardous vegetation shall also mean weeds which when mature bear wingy or downy seeds, which will attain such a large growth as to become a fire menace when dry, or which are otherwise noxious or dangerous. "Hazard reduction office" means that physical location where the notice to remove and abate is generated. "Hazard reduction officer" means the designee of the city fire chief vested with the authority to enforce this chapter. Ords. 98-07 I Section 2. Section 8.16.020 of the Temecula Municipal Code is hereby amended to read as follows: "8.16.020 Duty to abate hazardous vegetation "It shall be the duty of every owner or person in control of any real property or interest therein to abate therefrom, and from all sidewalks and parkways, except for those roads accepted into the city maintained system, all hazardous vegetation or other flammable vegetation that constitutes a fire hazard which may endanger or damage neighboring property. "A. In the case of any parcel or contiguous parcel of r~ property under the same ownership consisting of five or less areas upon which vegetation exists which may constitute a fire hazard, the requirements of this section shall be satisfied if the vegetation is removed by discing or mowing the entire acreage. "B. Where the acreage consists of more than five contiguous acres, the requirements of this section shall be satisfied if there is cleared a one-hundred- food-wide strip of land at the boundaries of such real property, and through such land so that there shall not be any portion of the real property larger than two and one-half acres which is not enclosed by itself within such a strip, which shall be a fire break. The city fire chief may require firebreaks exceeding this one-hundred- foot width or discing or larger than five-acre parcels if larger breaks or disting is deemed necessary by him/her for the protection of the public safety and welfare. "C. Where the parcel is improved or terrain is such that it cannot be disced or mowed, the city fire chief may require or authorize that other means of removal be used, and that specific standards be met as set forth in this code, Public Resources Code or other recognized fire codes." Section 3. If any sentence, clause or phrase of this ordinance is for any reason held to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining provisions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each sentence, clause or phrase thereof irrespective of the fact that any one or more sentences, clauses or phrases be declared unconstitutional or otherwise invalid. Ords. 98-07 2 Section 4. The Acting City Clerk of the City of Temecula 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. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 28th day of April, 1998. ATEEST: Ron Roberts, Mayor Susan W. Jones, CMC Acting City Clerk Ords. 98-07 3 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss. CITY OF TEMECULA ) I, Susan Jones, Acting City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 98-07 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 28th day of April, 1998, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the 12th day of May, 1998 by the following vote, to wit: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: Susan W. Jones, CMC Acting City Clerk Ords. 98-07 4 ITEM 15 ORDINANCE NO. 95-09 AN ORDINANCE OF TIlE CITY COUNCIL OF THE CITY OF TEMECULA ADDING SECTION 10.16.042 TO THE TEMECULA MUNICIPAL CODE PROmBITING THE PARKING OF CERTAIN MOTOR VEHICLES IN EXCESS OF TWENTY (20) FEET IN LENGTH, MOTOR VEHICLES IN EXCESS OF EIGHT (8) FEET IN ttEIGIIT OR NINETY (90) INClIES IN WIDTH, MOTOR VEHICLES IN EXCESS OF 10,000 POUNDS, CERTAIN COMMERCIAL MOTOR VEIIICLF~, AND TRAILERS DETACHED PROM A MOTOR VEHICLE FROM PARKING ON CITY STREETS IN RESIDENTIAL AREAS EXCEPT UNDER CERTAIN DEFINED CONDmONS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES ORDAIN AS FOLLOWS: Section 1. to read as follows: Section 10.16.042 is hereby added to the Temecula Municipal Code "10.16.042. Proh~ition of Oversized Vehicles Being Parked on City Streets; Exceptions. "A. No person shall park or leave standing upon any residential public street, highway, or right of way within the City limits of the City of Temecula any of the following: Motor vehicles and motor vehicles with an attached trailer or non- motorized vehicle, of a length, or combined length, in excess of twenty (20) feet, or a height in excess of eight (8) feet, or a width in excess of ninety (90) inches, which width is measured from the widest portion of the body of the motor vehicle or attached trailer or non-motorized vehicle, not including mirrors; Motor vehicles of a weight in excess of ten thousand (10,000) pounds; Motor vehicles and vehicles used or maintained for the transportation of persons for hire, compensation, or profit, and designed and used, or maintained for the transportation of property, including, but not limited to, buses, motor trucks, trailers, semitrailers, trailer coaches, or truck tractors as defined in the Ords. 98-09 1 Vehicle Code and similar vehicles with a width in excess of ninety (90) inches as measured at the widest portion of the body not including mirrors; or "4. A non-motorized vehicle (including, but not limited to, a trailer, camper trailer, boat/watercraft trailer, farm machinery, construction equipment or other nonmotorized vehicle), regardless of length or width, when it has been detached from a motor vehicle. "B. The prohibitions described in Subsection A. shall not apply to motor vehicles and vehicles which are: "1. Engaged in the loading or unloading of persons and/or property; "2. Parked in connection with, or in the aid of the performance of a service to or on a property in the block in which such vehicle is parked; or Parked or left standing as a result of a mechanical break down so as allow the performance of emergency repairs on the vehicle for a period not to exceed twenty four (24) consecutive hours; or Parked or left standing as allowed by a permit issued by the City pursuant to procedures established by the City Manager, provided however that no address within the City shall be issued a permit for more that three (3) calendar days at a time, four times within a calendar year, for a maximum of twelve (12) calendar days per calendar year. "C. As used in this section, "residential public street, highway, or right of way" means the full width of a public street, highway or right of way which is located within, or adjacent to, a residential zone as defined in Title 17 of the Temecula Municipal Code. ~ Section 2. If any sentence, clause or phrase of this ordinance is for any reason held to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining provisions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each sentence, clause or phrase thereof irrespective of the fact that any one or more sentences, clauses or phrases be declared unconstitutional or otherwise invalid. Orda. 98-09 2 Section 3. The City Clerk of the City of Temecula 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. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 12th day of May, 1998. ATrEST: Ron Roberts, Mayor Susan W. Jones, CMC Acting City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE CITY OF TEMECULA ) ) SS. I, Susan Jones, CMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Ordinance No. 98-09 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 28th day of April, 1998, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the 12th day of May, 1998 by the following vote, to wit: AYES: 0 COUNCILMEMBERS: None NOES: 0 COUNCILMEMBERS: None ABSENT: 0 COUNCILMEMBERS: None Susan W. Jones, CMC Acting City Clerk Ords. 98-09 3 TEMECULA COMMUNITY SERVICES DISTRICT ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT APRIL 28, 1998 A regular meeting of the Temecula Community Services District was called to order at 7:57 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. President Jeffrey E. Stone presiding. ROLL CALL PRESENT: 5 DIRECTORS: Comerchero, Ford, Lindemarts, Roberts, and Stone. ABSENT: 0 DIRECTORS: None. Also present were General Manager Bradley, City Attorney Thorson, and Acting City Clerk Jones. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Minutes 1.1 Approve the minutes of April 14, 1998. MOTION: Director Comerchero moved to approve the minutes. The motion was seconded by Director Ford and voice vote reflected unanimous approval. DEPARTMENTAL REPORT As per agenda material. DIRECTOR OF COMMUNITY SERVICES REPORT None. GENERAL MANAGER'S REPORT None. BOARD OF DIRECTORS' REPORTS None. minutes. CSD\042898 1 Temecula Community Services District APril 28, 1998 ADJOURNMENT At 7:58 P.M., President Stone formally adjourned the meeting to Tuesday, May 12, 1998, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Jeffrey E. Stone, President ATTEST: Susan W. Jones, CMC Acting City Clerk/District Secretary minutes. CSD\042898 2 ITEM 2 APPROV~"-" CITY ATTORNEY FINANCE DIRECTOR~ ~'.~'~ CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors Shawn D. Nelson, Director of Community Services May 12, 1998 ADA Improvement Project, PW 97-09 - Change Order No. 2 PREPARED BY: Phyllis L. Ruse, Development Services Administrator RECOMMENDATION: That the Board of Directors approve Change Order No. 2 to the ADA Improvement Project in the amount of $6,071.70 for extra work to complete the project. BACKGROUND: On October 7, 1997, the Board of Directors awarded a contract for the ADA Improvement Project PW 97-09 to Mod Craft, Inc. for $230,941.57 along with a contingency amount of $23,094.16. This project will upgrade four City parks; Rancho California Sports Park, Veterans Park, John Magee Park, and Calle Aragon Park to meet the Americans with Disabilities Act requirements for access. It is funded through a Community Development Block Grant (CDBG) and Development Impact Fees. During the course of the work, it was determined that the elevations at the back of the proposed walkways at the Rancho California Sports Park did not match the existing ground surface at several locations. Change Order No. 1, in the amount of $22,166.25, provided for the grading necessary behind the walks to achieve a 4:1 slope to facilitate mowing and on- going maintenance requirements. The work included the grading and material disposal of an additional 7,000 SF of area, removal and disposal of five trees, installation of approximately 7,000 SF of sod, the relocation and adjustment of irrigation as necessary to achieve a functioning system, and the emergency repair of a 2" domestic water line. As a result, the amount of contingency remaining in the project is $927.91. During the recent CDBG process, additional available funds in the amount of $10,354 were identified and appropriated to this project. The project originally called for the retrofit of the existing play structure at Calle Aragon Park. Members of the community have contacted the City, requesting that the play equipment in this park be replaced. Staff has re-examined the play equipment and believes the community would benefit by the replacement of the entire structure rather than the proposed retrofit. The additional funds appropriated from CDBG will allow the installation of a completely new play structure. Change Order No. 2 provides for the following work: An INCREASE in the following items: Demolition of the existing play structure and installation of a completely new Play Structure A DECREASE following items: Delete Bid Items No. 19, "Coast Const. Play Equip (Playground 2)" at Calle Aragon Park TOTAL CHANGE ORDER NO. 2 $11,267.70 5.196.00) 6.07!.70 FISCAL IMPACT: The total amount of 86,071.70 being requested to complete this project is available from CDBG funds in project account no. 210-190-148-5804. ITEM 3 APPROVA~//~ ~,-"~ CITY ATTORNEY t ~,uvvu DIRECTOR OF FINANC~ti,' ,/~q~ CITY MANAGER '/7 TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors Shawn D. Nelson, Director of Community Services May 12, 1998 Proposed Residential Street Lighting Fee -Tract No. 21818 PREPARED BY: RECOMMENDATION: ~l['~ Beryl Yasinosky, Development Services Analyst That the Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING AND GIVING NOTICE OF AN ELECTION TO BE HELD ON JUNE 26, 1998 FOR PROPERTY OWNERS OF LOTS 1-14 AND 18-29 WITHIN TRACT NO. 21818 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1998-99 PURSUANT TO ARTICLE XIIID, SECTION 6 OF THE CALIFORNIA CONSTITUTION Approve the Election Notice, Ballot, and Procedures for the Completion, Return and Tabulation of the Ballots. Authorize staff to mail the ballots to the affected property owners pursuant to the aforementioned process. BACKGROUND: The Temecula Community Services District (TCSD) operates under the authority of Community Services District Law and provides residential street lighting services to numerous residential subdivisions within the City of Temecula through "Service Level B". Pursuant to the request of the property owners, staff has initiated proceedings to assume the responsibility for long-term residential street lighting services within Tract No. 21818 beginning Fiscal Year 1998-99. On March 17, 1998, and in accordance with Proposition 218, the Board of Directors adopted the resolution of intention to file the levy report on lots 1-14 and 18-29 within Tract No. 21818. The Notice of Public Hearing was subsequently mailed to the property owners identifying the proposed TCSD Rates and Charges for each affected parcel as follows: Service Level B $25.68 per parcel R:\yasinobk\elecfion\2l$18ele.slb 051298 At tonight's Public Hearing, the Board of Directors must hear and consider all objections or protests to the levy report for Tract No. 21818 and the proposed rates and charges. If a written protest is presented by the property owners, the Board must reject the proposed fee and abandon any further proceedings. In this instance, the homeowners' association would need to assume the street lighting responsibilities. However, if the property owners do not submit a written protest against the proposed rates and charges, the Board of Directors may then adopt the proposed fee subject to an election requiring a majority approval of the affected property owners. In this instance, the Board of Directors can order and call an election for June 26, 1998 and authorize staff to proceed with mailing a notice and ballot to the property owners of Tract No. 21818, a copy of which is attached for your review. Pursuant to the ballot process, staff is also recommending the approval of the attached Procedures for the Completion, Return and Tabulation of Ballots. The ballot procedure explains the process for completion, return and tabulation of the ballots and will be included as part of the mailed ballot documents. The ballot can only be completed by the property owner of each parcel. In order to be counted, the ballot must be completed in compliance with these procedures and returned to the City Clerk/District Secretary prior to 3:30 p.m. on June 26, 1998. The ballot will be opened by the City Clerk/District Secretary on June 26, 1998 at 4:00 p.m. in the Main Conference Room in City Hall. The results of the election shall be announced by the City Clerk/District Secretary at the Community Services District meeting on July 14, 1998. FISCAL IMPACT: In the event that the Board of Directors calls for an election, staff will prepare the notices, ballot and election procedures in-house. If approved by the property owners, beginning Fiscal Year 1998-99, the proposed levy of 825.68 per parcel for Service Level B will generate $667.68 annually for residential street lighting services within the subdivision. Sufficient funds will be generated to cover the costs of providing residential street lighting services. ATTACHMENTS: Resolution Calling and Noticing the Election. Notice and Ballot Form. Procedures for Completion, Return and Tabulation of Ballots. R:\ya~inobk\¢lection\21818elo. slb 051298 RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING AND GIVING NOTICE OF AN ELECTION TO BE HELD ON JUNE 26, 1998 FOR PROPERTY OWNERS OF LOTS 1-14 AND 18-29 WITHIN TRACT NO. 21818 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1998-99 PURSUANT TO ARTICLE XIIID, SECTION 6 OF THE CALIFORNIA CONSTITUTION THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICE DISTRICT HEREBY FINDS, RESOLVES, DECLARES, DETERMINES AND ORDERS AS FOLLOWS: Section 1. Pursuant to the requirements of Article XIIID, Section 6 of the California Constitution, there is hereby called and ordered to be held on June 12, 1998 an election for the purpose of obtaining approval by property owners of Lot Nos. 1-14 and 18-29 within Tract No. 21818 in the City of Temecula to establish Service Level B Rates and Charges beginning Fiscal Year 1998-99. Section 2. The notice and ballot to be submitted to the property owners shall be substantially in the form attached as Exhibit A and incorporated herein by reference. Section 3. The Board of Directors hereby approves the Procedures for the Completion, Return and Tabulation of Ballots ("Ballot Procedures") presented to the Board at this meeting and directs such procedures be placed on file in the office of the Secretary of the Temecula Community Services District and open to public inspection. Section 3. All ballots must be received by the Secretary of the Temecula Community Services District no later than 3:30 p.m. on June 26, 1998. In all particulars not recited in this Resolution, the election shall be held and conducted as provided in the Ballot Procedures. Section 4. The Secretary of the Temecula Community Services District is hereby authorized to canvass the returns of the election. The officers and staffof the Temecula Community Services District are hereby authorized and directed to take such further action as may be necessary or appropriate in preparing for and conducting the election. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Temecula Community Services District this 12th day of May, 1998. Jeffrey E. Stone, President ATTEST: Susan Jones, CMC Acting City Clerk/District Secretary [SE, L] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TEMECULA ) SS I HEREBY CERTIFY that the foregoing Resolution No. CSD 98-~ was duly adopted by the Board of Directors of the Temecula Community Services District at the regular meeting thereof, held on the 12th day of May, 1998, by the following vote of the Board of Directors. AYES: DIRECTORS: NOES: DIRECTORS: DIRECTORS: r:\yasmobkk21818.e1¢ NOTICE OF ELECTION PROPOSED SERVICE LEVEL B RATES AND CHARGES FOR TRACT NO. 21818 BEGINNING FISCAL YEAR 1998-99 Pursuant to the request of the property owners of Lots 1-14 and 18-29 within Tract No. 21818, the Temecula Community Services District has initiated proceedings to assume maintenance of residential street lighting within Tract No. 21818, beginning with the Fiscal Year 1998/99. Pursuant to this request, and pursuant to Government Code Section 61621.2, the TCSD caused a written report ("Report") to be prepared and filed with the Secretary of the TCSD, which contains a description of each parcel of property to be charged for this maintenance and the proposed amount of the maintenance charge for each parcel for Fiscal Year 1998-99. The proposed Service Level B rate and charge against each of the 26 above mentioned parcels within Tract No. 21818 beginning Fiscal Year 1998-99 is $25.68. The proposed levy rate of $25.68 per parcel provides revenue for residential street lighting services within this subdivision. This amount was calculated by dividing the total estimated maintenance cost for Fiscal year 1998-99 ($667.68) by the total number of parcels in this subdivision. On May 12, 1998, the Board of Directors conducted a public hearing on the Report and the proposed Service Level B rates and charges. At the public hearing, the Board of Directors heard and considered all objections or protests to the Report and to the proposed rates and charges. At the conclusion of the public hearing, the Board determined that written protests against the proposed fee were presented by less than a majority of owners of the parcels on which the proposed fee is to be imposed, and levied the rates and charges subject to approval by the property owners subject to the proposed rates and charges. The Board of Directors encourages you to retum the enclosed ballot indicating whether you support or oppose the proposed Service Level B rates and charges. Ballots may be mailed to the City Clerk/District Secretary at P.O. Box 9033, Temecula, California, 92589-9033, or otherwise delivered to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California, 92590 no later than 3:30 p.m. on June 26, 1998. The proposed Service Level B rates and charges will be abandoned if the ballot is not returned in favor of the proposed rates and charges. In the event the proposed charges are abandoned, the homeowners' association will assume responsibility for residential street lighting services within the subdivision. Enclosed is your ballot and the District's Procedures for the completion, return and tabulation of Ballots. Please consult these Procedures for details regarding the ballot process. You may also contact the City Clerk/District Secretary's Office at (909) 694-6444; by mail, at P.O. Box 9033, Temecula, California, 92589-9033; or in person, at 43200 Business Park Drive, Temecula, California 92590, for further information regarding this matter. OFFICIAL BALLOT TEMECULA COMMUNITY SERVICES DISTRICT SERVICE LEVEL B RATES AND CHARGES PROPERTY: Lots 1-14 and 18-29 of Tract No. 21818 as shown on a map filed in Book 233, pages 36-42 of Maps in the Office of the County Recorder of Riverside County, California. YES, I approve of the proposed annual levy of $25.68 for Service Level B on the parcels identified on this ballot. OWNER: Mr. Craig Grimm 4 Saddlecreek Fallbrook, CA 92028 NO, I do not approve of the proposed annual levy of $25.68 for Service Level B on the parcels identified on this ballot. I understand that a "NO" vote may require me to pay street lighting fees to an established Homeowners Association. I hereby declare, under penalty of perjury, that I am the record owner, or the authorized representative of the record owner, of the parcels identified above. Signature Date Print Name CHECK ONLY ONE BOX. BALLOTS MUST BE COMPLETED IN INK AND RETURNED TO THE CITY CLERK/DISTRICT SECRETARY CITY OF TEMECULA, P.O. BOX 9033/421200 BUSINESS PARK DRIVE TEMECULA, CALIl~ORNIA 92589-9033 OFFICIAL BALLOT TEMECULA COMMUNITY SERVICES DISTRICT SERVICE LEVEL B RATES AND CHARGES PROPERTY: Lots 1-14 and 18-29 o£Tract No. 21818 as shown on a map filed in Book 233, pages 36-42 of Maps in the Office of the County Recorder of Riverside County, California. YES, I approve of the proposed annual levy of $25.68 for Service Level B on the parcels identified on this ballot. OWNER: Mr. Dale Buzza 3924 Concordia Lane Fallbrook, CA 92028 NO, I do not approve of the proposed annual levy of $25.68 for Service Level B on the parcels identified on this ballot. I understand that a "NO" vote may require me to pay street lighting fees to an established Homeowners Association. I hereby declare, under penalty of perjury, that I am the record owner, or the authorized representative of the record owner, of the parcels identified above. Signature Date Prim Name CHECK ONLY ONE BOX. BALLOTS MUST BE COMPLETED IN INK AND RETURNED TO THE CITY CLERK/DISTRICT SECRETARY CITY OF TEMECULA, P.O. BOX 9033/43200 BUSINESS PARK DRIVE TEMECULA, CALIFORNIA 92589-9033 TEMECULA COMMUNITY SERVICES DISTRICT PROCEDURES FOR THE COMPLETION, RETURN, AND TABULATION OF BALLOTS I. Completion of Ballots Who may complete a ballot A ballot may be completed by the owner of the parcel to be charged. As used in these Procedures, the term "owner" includes the owner's authorized representative. If the owner of the parcel is a partnership, joint tenancy, or tenancy in common, a ballot may be completed by any of the general partners, joint tenants, or tenants in common. Only one ballot may be completed for each parcel. · Duplicate ballots If a ballot is lost, destroyed or never received, the City Clerk/District Secretary will provide a duplicate ballot to the owner upon receipt of a request in writing to the City Clerk, at P.O. Box 9033, Temecula, California, 92589-9033, or otherwise delivered to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California 92590. The duplicate ballot will be marked to show the date on which the ballot was provided and to identify it as a duplicate ballot. Marking and signing the ballot To complete a ballot, the owner of the parcel must (1) mark the appropriate box supporting or opposing the proposed rate and charge, and (2) sign, under penalty of perjury, the statement on the ballot that the person completing the ballot is the owner of the parcel or the owner's authorized representative. Only one box may be marked on each ballot. Ballots must be completed in ink. · Only ballots provided by the District will be accepted The District will only accept ballots mailed or otherwise provided to owners by the District. Photocopies, faxes, and other forms of the ballot will not be accepted. H. Return of Ballots · Who may return ballots A ballot may be returned by the owner of the parcel or by anyone authorized by the owner to return the ballot. · Where to return ballots Ballots may be mailed to the City Clerk/District Secretary's Office, at P.O. Box 9033, Temecula, California, 92589-9033, (the District has provided a return postage-paid envelope). Ballots may also be delivered in person to the City Clerk/District Secretary's Office at 43200 Business Park Drive, Temecula, California 92590. Ballots may not be returned by fax. · When to return ballots All retumed ballots must be received by the City Clerk/District Secretary's Office prior to 3:30 p.m. on June 26, 1998. The City Clerk/District Secretary will stamp on the ballot the date of its receipt. · Withdrawal of ballots After returning a ballot to the District, the person who signed the ballot may withdraw the ballot by submitting a written request in person to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California 92590. Such request must be received by the City Clerk/District Secretary prior to 3:30 p.m. on June 26, 1998. If any ballot has been withdrawn, the person withdrawing the ballot may request a duplicate ballot. The City Clerk/District Secretary will retain all withdrawn ballots and will indicate on the face of such ballots that they have been withdrawn. Tabulation of Ballots Which ballots will be counted Only ballots which are completed and returned in compliance with these procedures will be counted. Ballots received by the City Clerk/District Secretary after 3:30 p.m. on June 26, 1998 will not be counted. Ballots which are not signed by the owner will not be counted. Ballots with no boxes marked, or with more than one box marked, will not be counted. Ballots withdrawn in accordance with these procedures will not be counted. The City Clerk/District Secretary will keep a record of each duplicate ballot provided to an owner and will verify, prior to counting any duplicate ballot, that only one ballot has been returned for the parcel. If a non- duplicate ballot has been returned, the District will count the non-duplicate ballot and disregard all duplicate ballots. If only duplicate ballots have been returned, the District will count the earliest provided duplicate ballot and disregard the later provided duplicate ballots. · How ballots will be tabulated Ballots may be counted by hand, by computer or by any other tabulating device. · Who will tabulate ballots Ballots will be tabulated by the City Clerk/District Secretary. · When and where will the ballots be tabulated Ballots will be opened and tabulated on Friday, June 26, 1998, at 4:00 p.m. in the Main Conference Room at City Hall, 43200 Business Park Drive, Temecula, California, 92590. This process is open to the general public. · Results of tabulation The results of the tabulation will be announced following the completion of the tabulation and entered in the minutes of the next Board of Directors meeting on July 14, 1998. IV. Resolution of Disputes In the event of a dispute regarding whether the signer of a ballot is the owner of the parcel to which the ballot applies, the District will make such determination from the last equalized assessment roll and any evidence of ownership submitted to the City Clerk/District Secretary. The District will be under no duty to obtain or consider any other evidence as to ownership of property and the District's determination of ownership will be final and conclusive. In the event of a dispute regarding whether the signer of a ballot is an authorized representative of the owner of the parcel, the District may rely on the statement on the ballot, signed under penalty of perjury, that the person completing the ballot is the owner's authorized representative and any evidence submitted to the City Clerk/District Secretary. The District will be under no duty to obtain or consider any other evidence as to whether the signer of the ballot is an authorized representative of the owner and the District's determination will be final and conclusive. V. General Information For further information, contact the City Clerk/District Secretary at (909) 694-6444; by mail, at P.O. Box 9033, Temecula, California, 92589-9033; or in person, at 43200 Business Park Drive, Temecula, California 92590. ITEM 4 APPROVA ~ CITY ATTORNEY DIRECTOR OF FINAI~_'-"/~ CITY MANAGER J~ ~- ' TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT Board of Directors . Shawn D. Nelson, Director of Community Services May 12, 1998 Proposed Residential Street Lighting Fee - Tract No. 25892 PREPARED BY: RECOMMENDATION: ~I Beryl Yasinosky, Development Services Analyst That the Board of Directors: 1. Adopt a resolution entitled: RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING AND GIVING NOTICE OF AN ELECTION TO BE HELD ON JUNE 26, 1998 FOR PROPERTY OWNERS WITHIN TRACT NO. 25892 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1998-99 PURSUANT TO ARTICLE XIIID, SECTION 6 OF THE CALIFORNIA CONSTITUTION ~Approve the Election Notice, Ballot, and Procedures for the Completion, Return and '-Tabulation of the Ballots. Authorize staff to mail the ballots to the affected property owners pursuant to the aforementioned process. BACKGROUND: The Temecula Community Services District (TCSD) operates under the authority of Community Services District Law and provides residential street lighting services to numerous residential subdivisions within the City of Temecula through "Service Level B". Pursuant to the request of the property owners, staff has initiated proceedings to assume the responsibility for long-term residential street lighting services within Tract No. 25892 beginning Fiscal Year 1998-99. On March 17, 1998, and in accordance with Proposition 218, the Board of Directors adopted the resolution of intention to file the levy report for all 32 residential parcels within Tract No. 25892. The Notice of Public Hearing was subsequently mailed to the property owners identifying the proposed TCSD Rates and Charges for each affected parcel as follows: Service Level B $25.68 per parcel R:\yaainobk\election\25892ele.b&¢ 011398 At tonight's Public Hearing, the Board of Directors must hear and consider all objections or protests to the levy report for Tract No. 25892 and the proposed rates and charges. If a written protest is presented by the property owners, the Board must reject the proposed fee and abandon any further proceedings. In this instance, the homeowners' association would need to assume the street lighting responsibilities. However, if the property owners do not submit a written protest against the proposed rates and charges, the Board of Directors may then adopt the proposed fee subject to an election requiring a majority approval of the affected property owners. In this instance, the Board of Directors can order and call an election for June 26, 1998 and authorize staff to proceed with mailing a notice and ballot to the property owners of Tract No. 25892, a copy of which is attached for your review. Pursuant to the ballot process, staff is also recommending the approval of the attached Procedures for the Completion, Return and Tabulation of Ballots. The ballot procedure explains the process for completion, return and tabulation of the ballots and will be included as part of the mailed ballot documents. The ballot can only be completed by the property owner of each parcel. In order to be counted, the ballot must be completed in compliance with these procedures and returned to the City Clerk/District Secretary prior to 3:30 p.m. on June 26, 1998. The ballot will be opened by the City Clerk/District Secretary on June 26, 1998 at 4:00 p.m. in the Main Conference Room in City Hall. The results of the election shall be announced by the City Clerk/District Secretary at the Community Services District meeting on July 14, 1998. FISCAL IMPACT: In the event that the Board of Directors calls for an election, staff will prepare the notices, ballot and election procedures in-house. The property owners of Tract No. 25892 have paid a $200 application fee to cover administrative and mailing costs associated with the public notices and ballot information required per Proposition 218. If approved by the property owners, beginning Fiscal Year 1998-99, the proposed levy of $25.68 per parcel for Service Level B will generate $821.76 annually for residential street lighting services within the subdivision. Sufficient funds will be generated to cover the costs of providing residential street lighting services. ATTACHMENTS: Resolution Calling and Noticing the Election. Notice and Ballot Form. Procedures for Completion, Return and Tabulation of Ballots. R:\ya~inobk\electlon\25892clc.b&c 011398 RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ORDERING, CALLING AND GIVING NOTICE OF AN ELECTION TO BE HELD ON JUNE 26, 1998 FOR PROPERTY OWNERS WITHIN TRACT NO. 25892 TO ESTABLISH SERVICE LEVEL B RATES AND CHARGES BEGINNING FISCAL YEAR 1998-99 PURSUANT TO ARTICLE XII1D, SECTION 6 OF THE CALIFORNIA CONSTITUTION THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICE DISTRICT HEREBY FINDS, RESOLVES, DECLARES, DETERMINES AND ORDERS AS FOLLOWS: Section 1. Pursuant to the requirements of Article XIIID, Section 6 of the California Constitution, there is hereby called and ordered to be held on June 26, 1998 an election for the purpose of obtaining approval by property owners of Tract No. 25892 in the City of Temecula to establish Service Level B Rates and Charges beginning Fiscal Year 1998-99. Section 2. The notice and ballot to be submitted to the property owners shall be substantially in the form attached as Exhibit A and incorporated herein by reference. Section 3, The Board of Directors hereby approves the Procedures for the Completion, Return and Tabulation of Ballots ("Ballot Procedures") presented to the Board at this meeting and directs such procedures be placed on file in the office of the Secretary of the Temecula Community Services District and open to public inspection. Section 3. All ballots must be received by the Secretary of the Temecula Community Services District no later than 3:30 p.m. on June 26, 1998. In all particulars not recited in this Resolution, the election shall be held and conducted as provided in the Ballot Procedures. Section 4. The Secretary of the Temecula Community Services District is hereby authorized to canvass the returns of the election. The officers and staff of the Temecula Community Services District are hereby authorized and directed to take such further action as may be necessary or appropriate in preparing for and conducting the election. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Temecula Community Services District this 12th day of May, 1998. Jeffrey E. Stone, President ATTEST: Susan W. Jones, CMC Acting City Clerk/District Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSDE ) CITY OF TEMECULA ) SS I HEREBY CERTIFY that the foregoing Resolution No. CSD 98- was duly adopted by the Board of Directors of the Temecula Community Services District at the regular meeting thereof, held on the 12th day of May, 1998, by the following vote of the Board of Directors. AYES: DIRECTORS: NOES: DIRECTORS: ABSENT: DIRECTORS: r :\yasinobk\eleetionk25892ele.res 051298 NOTICE OF ELECTION PROPOSED SERVICE LEVEL B RATES AND CHARGES FOR TRACT NO. 25892 BEGINNING FISCAL YEAR 1998-99 Pursuant to the request of the property owners of Tract No. 25892, the Temecula Community Services District has initiated proceedings to assume maintenance of residential street lighting within Tract No. 25892, beginning with the Fiscal Year 1998/99. Pursuant to this request, and pursuant to Government Code Section 61621.2, the TCSD caused a written report ("Report") to be prepared and filed with the Secretary of the TCSD, which contains a description of each parcel of property to be charged for this maintenance and the proposed amount of the maintenance charge for each parcel for Fiscal Year 1998-99. The proposed Service Level B rate and charge against each of the 32 parcels withing Tract No. 25892 beginning Fiscal Year 1998-99 is $25.68. The proposed levy rate of $25.68 per parcel provides revenue for residential street lighting services within this subdivision. This amount was calculated by dividing the total estimated maintenance cost for Fiscal year 1998-99 ($821.76) by the total number of parcels in this subdivision. On May 12, 1998, the Board of Directors conducted a public hearing on the Report and the proposed Service Level B rates and charges. At the public hearing, the Board of Directors heard and considered all objections or protests to the Report and to the proposed rates and charges. At the conclusion of the public hearing, the Board determined that written protests against the proposed fee were presented by less than a majority of owners of the parcels on which the proposed fee is to be imposed, and levied the rates and charges subject to approval by the property owners subject to the proposed rates and charges. The Board of Directors encourages you to return the enclosed ballot indicating whether you support or oppose the proposed Service Level B rates and charges. Ballots may be mailed to the City Clerk/District Secretary at P.O. Box 9033, Temecula, California, 92589-9033, or otherwise delivered to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California, 92590 no later than 3:30 p.m. on June 26, 1998. The proposed Service Level B rates and charges will be abandoned if the ballot is not returned in favor of the proposed rates and charges. In the event the proposed charges are abandoned, the homeowners' association will assume responsibility for residential street lighting services within the subdivision. Enclosed is your ballot and the District's Procedures for the completion, return and tabulation of Ballots. Please consult these Procedures for details regarding the ballot process. You may also contact the City Clerk/District Secretary's Office at (909) 694-6444; by mail, at P.O. Box 9033, Temecula, California, 92589-9033; or in person, at 43200 Business Park Drive, Temecula, California 92590, for further information regarding this matter. OFFICIAL BALLOT TEMECULA COMMUNITY SERVICES DISTRICT SERVICE LEVEL B RATES AND CHARGES PROPERTY: Lots 1-32 of Tract No. 25892, described as a subdivision of Parcel 1 and 2 of Parcel Map No. 20182 on file in Book 130, Pages 40 and 41, o£Parcel Maps of Riverside County, California. OWNER: Mr. Chong-Shu Wang 13081 Stanton Santa Ana, CA 92705 YES, I approve of the proposed annual levy of $25.68 for Service Level B on the parcels idemified on this ballot. NO, I do not approve of the proposed annual levy of' $25.68 for Service Level B on the parcels identified on this ballot. I understand that a "NO" vote may require me to pay street lighting fees to my Homeowners' Association. I hereby declare, under penalty of' perjury, that I am the record owner, or the authorized representative of the record owner, of the parcels identified above. Signature Date Print Name CHECK ONLY ONE BOX. BALLOTS MUST BE COMPLETED IN INK AND RETURNED TO THE CITY CLERK/DISTRICT SECRETARY CITY OF TEMECULA, P.O. BOX 9033/43200 BUSINESS PARK DRIVE TEMECULA, CALIFORNIA 92589-9033 TEMECULA COMMUNITY SERVICES DISTRICT PROCEDURES FOR THE COMPLETION, RETURN, AND TABULATION OF BALLOTS I. Completion of Ba!!ots · Who may complete a ballot A ballot may be completed by the owner of the parcel to be charged. As used in these Procedures, the term "owner" includes the owner's authorized representative. If the owner of the parcel is a partnership, joint tenancy, or tenancy in common, a ballot may be completed by any of the general partners, joint tenants, or tenants in common. Only one ballot may be completed for each parcel. · Duplicate ballots If a ballot is lost, destroyed or never received, the City Clerk/District Secretary will provide a duplicate ballot to the owner upon receipt of a request in writing to the City Clerk, at P.O. Box 9033, Temecula, California, 92589-9033, or otherwise delivered to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California 92590. The duplicate ballot will be marked to show the date on which the ballot was provided and to identify it as a duplicate ballot. · Marking and signing the ballot To complete a ballot, the owner of the parcel must (1) mark the appropriate box supporting or opposing the proposed rate and charge, and (2) sign, under penalty of perjury, the statement on the ballot that the person completing the ballot is the owner of the parcel or the owner's authorized representative. Only one box may be marked on each ballot. Ballots must be completed in ink. · Only ballots provided by the District will be accepted The District will only accept ballots mailed or otherwise provided to owners by the District. Photocopies, faxes, and other forms of the ballot will not be accepted. H. Return of Ballots · Who may return ballots A ballot may be returned by the owner of the parcel or by anyone authorized by the owner to return the ballot. · Where to return ballots Ballots may be mailed to the City Clerk/District Secretary's Office, at P.O. Box 9033, Temecula, California, 92589-9033, (the District has provided a return postage-paid envelope). Ballots may also be delivered in person to the City Clerk/District Secretary's Office at 43200 Business Park Drive, Temecula, California 92590. Ballots may not be returned by fax. When to return ballots All returned ballots must be received by the City Clerk/District Secretary's Office prior to 3:30 p.m. on June 26, 1998. The City Clerk/District Secretary will stamp on the ballot the date of its receipt. · Withdrawal of ballots After returning a ballot to the District, the person who signed the ballot may withdraw the ballot by submitting a written request in person to the City Clerk/District Secretary at 43200 Business Park Drive, Temecula, California 92590. Such request must be received by the City Clerk/District Secretary prior to 3:30 p.m. on June 26, 1998. If any ballot has been withdrawn, the person withdrawing the ballot may request a duplicate ballot. The City Clerk/District Secretary will retain all withdrawn ballots and will indicate on the face of such ballots that they have been withdrawn. ill. Tabulation of Ballots Which ballots will be counted Only ballots which are completed and returned in compliance with these procedures will be counted. Ballots received by the City Clerk/District Secretary aPter 3:30 p.m. on June 26, 1998 will not be counted. Ballots which are not signed by the owner will not be counted. Ballots with no boxes marked, or with more than one box marked, will not be counted. Ballots withdrawn in accordance with these procedures will not be counted. The City Clerk/District Secretary will keep a record of each duplicate ballot provided to an owner and will verify, prior to counting any duplicate ballot, that only one ballot has been returned for the parcel. If a non- duplicate ballot has been returned, the District will count the non-duplicate ballot and disregard all duplicate ballots. If only duplicate ballots have been returned, the District will count the earliest provided duplicate ballot and disregard the later provided duplicate ballots. · How ballots will be tabulated Ballots may be counted by hand, by computer or by any other tabulating device. · Who will tabulate ballots Ballots will be tabulated by the City Clerk/District Secretary. · When and where will the ballots be tabulated Ballots will be opened and tabulated on Friday, June 26, 1998, at 4:00 p.m. in the Main Conference Room at City Hall, 43200 Business Park Drive, Temecula, California, 92590. This process is open to the general public. · Results of tabulation The results of the tabulation will be announced following the completion of the tabulation and entered in the minutes of the next Board of Directors meeting on July 14, 1998. IV. Resolution of Disputes In the event of a dispute regarding whether the signer of a ballot is the owner of the parcel to which the ballot applies, the District will make such determination from the last equalized assessment roll and any evidence of ownership submitted to the City Clerk/District Secretary. The District will be under no duty to obtain or consider any other evidence as to ownership of property and the District's determination of ownership will be final and conclusive. In the event of a dispute regarding whether the signer of a ballot is an authorized representative of the owner of the parcel, the District may rely on the statement on the ballot, signed under penalty of perjury, that the person completing the ballot is the owner's authorized representative and any evidence submitted to the City Clerk/District Secretary. The District will be under no duty to obtain or consider any other evidence as to whether the signer of the ballot is an authorized representative of the owner and the District's determination will be final and conclusive. V. General Information For further information, cornact the City Clerk/District Secretary at (909) 694-6444; by mail, at P.O. Box 9033, Temecula, California, 92589-9033; or in person, at 43200 Business Park Drive, Temecula, California 92590. ITEM 5 APPRO~./ CITY ATTORNEY , ECTO. OF F,NA CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: Board of Directors Shawn D. Nelson, Director of Community Services May 12, 1998 SUBJECT: TCSD Proposed Rates and Charges for FY 1998-99 PREPARED BY: RECOMMENDATION: ~-~ Beryl Yasinosky, Development Services Analyst That the Board of Directors: Adopt a resolution entitled: RESOLUTION NO CSD 98-.~ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ACKNOWLEDGING THE FILING OF A REPORT WITH RESPECT TO THE PROPOSED RATES AND CHARGES FOR FISCAL YEAR 1998-99 AND SETTING A TIME AND PLACE FOR A PUBLIC HEARING IN CONNECTION THEREWITH BACKGROUND: The Temecula Community Services District (TCSD) operates under the authority of Community Services District Law and provides residential street lighting, perimeter landscaping and slope maintenance, recycling and refuse collection, and street and road maintenance services in the City of Temecula. The boundaries of the TCSD are coterminous with the City, and the City Council also serves as the Board of Directors of the TCSD. The four current service levels of the TCSD include: 2. 3. 4. Service Level B - Residential Street Lighting. Service Level C - Perimeter Landscaping and Slope Maintenance. Service Level D - Recycling, Refuse Collection and Street Sweeping. Service Level R - Streets and Roads. The TCSD is required to complete an annual levy process which includes adopting a resolution accepting the filing of a report on the proposed rates and charges necessary to provide the R:\y~inobk\9899re~o.c~l 051298 aforementioned services; noticing each affected property owner in the City; and conducting a public hearing to consider approving the proposed rates and charges. Staff recommends that the Board of Directors adopt the resolution to accept the filing of the report on the proposed rates and charges for FY 1998-99 and schedule a public hearing concerning these issues for June 16, 1998. Staff will then proceed with noticing each affected property owner in the City regarding the proposed rates and charges and the June 16th public hearing. FISCAL IMPACT: The revenue generated from the TCSD FY 1998-99 Rates and Charges will fund residential street lighting; perimeter landscaping and slope maintenance; recycling and refuse collection; and street and road maintenance services in the City of Temecula. The proposed TCSD levy budget for FY 1998-99 is $3,086,004. ATTACHMENTS: Resolution of Intention for FY 1998-99 TCSD Rates and Charges. Preliminary Levy Report for FY 1998-99. R:\ya~inobk\9899re~o.c~l 051298 RESOLUTION NO. CSD 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT ACKNOWLEDGING THE FILING OF A REPORT WITH RESPECT TO THE PROPOSED RATES AND CHARGES FOR FISCAL YEAR 1998-99 AND SETTING A TIME AND PLACE FOR A PUBLIC HEARING IN CONNECTION THEREWITH THE BOARD OF DIRECTORS OF THE TEMECULA COMMUNITY SERVICES DISTRICT HEREBY FINDS, RESOLVES, DECLARES, DETERMINES AND ORDERS AS FOLLOWS: Section 1. Upon incorporation of the City of Temecula, effective December 1, 1989, voters approved the formation of the Temecula Community Services District ("TCSD"), to provide specified services to properties within its jurisdiction. Section 2. Pursuant to Government Code Sections 61621 and 61621.2, the TCSD has prescribed, revised and collected rates and charges for the services furnished by it, and has elected to have these rates and charges collected on the tax roll in the same manner, by the same persons, and at the same time as, together with and not separately from, its general taxes in the manner prescribed by Government Code Sections 61765.2 to 61765.6, inclusive. Section 3. The TCSD proposes to continue such rates and charges for the operation, maintenance, service and administration of street lighting, slope maintenance, recycling and refuse collection, and street and road improvements for the Fiscal Year 1998-99. The TCSD proposes to collect the rates and charges at the same time, in the same manner, by the same persons and together with and not separately from, the property taxes collected within the TCSD. These rates and charges shall be delinquent at the same time and thereafter be subject to the same delinquency penalties as such property taxes. All laws applicable to the levy, collection, and enforcement of property taxes, including, but not limited to, those pertaining to the matters of delinquency, correction, cancellation, refund and redemption, shall be applicable to these rates and charges, except for California Revenue and Taxation Code Section 4831. However, if for the first year the charge is levied, the real property to which the charge relates has been transferred or conveyed to a bona fide purchaser for value, or if a lien of a bona fide encumbrancer for value has been created and attaches thereon, prior to the date on which the first installment of such taxes appear on the roll, then the charge, shall not result in a lien against the property, but instead shall be transferred to the unsecured roll for collection. Section 4. Pursuant to Government Code Section 61621.2, the TCSD has caused a written ("Report") to be prepared and filed with the Secretary of the TCSD, which Report contains a description of each parcel of real property and the proposed amount of the rates and charges is attached hereto as Exhibit A, entitled "Project Summary", and incorporated herein by this reference. A copy of the report is on file in the office of the District Secretary, and is available for public inspection. Section 5. The Board of Directors hereby acknowledges the filing of the Report, and appoints the 16th day of June, 1998, at the hour of 7:00 p.m., or as soon thereafter as feasible, in the City Council Chambers at City Hall, 43200 Business Park Drive, Temecula, R:\yaainobk\9$ 99r~o .cad 051298 California, 92590, as the time and place for the public hearing on the Report and the proposed rates and charges. At the public hearing, the Board of Directors will hear and consider all objections or protests, if any to the Report. The Board may continue the hearing from time to time. Section 6. The District Secretary is hereby directed to give notice of the filing of the Report and of the time and place of the hearing on the Report pursuant to the requirements of Government Code Section 61765.2. Section 7. The District Secretary shall certify to the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Temecula Community Services District this 12th day of May, 1998. Jeffrey E. Stone, President ATTEST: Susan W. Jones, CMC Acting City Clerk/District Secretary [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF TEMECULA ) SS R:\yaainobk\9899re~o.cad 051298 I HEREBY CERTIFY that the foregoing Resolution No. CSD 98-.~ was duly adopted by the Board of Directors of the Temecula Community Services District at ta regular meeting thereof, held on the 12th day of May, 1998, by the following vote of the Board of Directors AYES: DIRECTORS: NOES: DIRECTORS: ABSENT: DIRECTORS: R:\y~inobk\9899re~o.c~d 051298 EXHIBIT A PROJECT SUMMARY TEMECULA COMMUNITY SERVICES DISTRICT On July 1, 1997, Muni Financial, Inc. was retained by the City of Temecula to prepare the Annual Levy Report for the Temecula Community Services District (TCSD) for the Fiscal Year 1998-99. Pursuant to the Community Services District Law, Division 3 of Title 6 of the Government Code of the State of California, commencing with Section 61000 et seo_., the TCSD has the power to levy and collect rates and charges in order to carry on its operations and to provide the services and facilities furnished by it. The levy and collection of the rates and charges is accomplished by the identification and description of each parcel within a specific service level. A Service Level is a defined area that provides a specific service, operation and maintenance and/or program to only those parcels contained within that service level. The TCSD is currently composed of four (4) service levels. The descriptions of the service levels are as follows: Service ! evel B - Residential Street ! ights. Operations, maintenance, utility costs and administration of all residential street lights. Service Level C - Perimeter Landscaping and Slope Maintenance. Operations, maintenance, utility costs, improvements, and administration for all perimeter landscaping and slope maintenance areas maintained by the TCSD. Service Level D - Recycling, Refuse Collection, and Street Sweeping. Operations and administration of the recycling and refuse program, and street sweeping services for all single-family residential homes. Service Level R - Street and Roads. Construction, installation, and maintenance of unpaved streets and roads. R:\yasinobk\9899re~o.esd 051298 The Financial Analysis contained herein contains each Service Level including with their totals for Fiscal Year 1998-99 to be as follows: SERVICE LEVFL/LEVY BUDGET $/SFR Service Level B Service Level C Service Level D Service Level R $ 293,959.00 $ 25.68 557,680.00 Variable 2,221,562.00 170.64 12,803.00 Variable TOTAL TCSD LEVY FY 97-98: $3,086,004.00 The Levy and Collection amounts for all non-exempt parcels within the TCSD for the Fiscal Year 1998-99 are as shown on the Levy Roll on file with the City Clerk/District Secretary. R:\ya~inobk\9599reao.csd 051298 CITY OF TEMECULA ENGINEER'S ANNUAL LEVY REPORT TEMECULA COMMUNITY SERVICES DISTRICT (TCSD) FISCAL YEAR 1998/99 Preliminary Report INTENT MEETING: PUBLIC HEARING: May 12,1998 June 16,1998 Corporate Office 28765 Single Oak Drive Suite 200 Temecula, CA 92590 Tel: (909) 69%3990 Tel: (800) 755-6465 Fax: (909) 699-3460 vvww.muni.com San Francisco Sacramento Washington, D.C. Armonk, NY Chicago W. Palm Beach Seattle TABLE OF CONTENTS OVERVIEW ..............................................................................................................1 A.INTRODUCTION ........................................................................................................1 B.DESCRIPTION OF THE DISTRICT AND SERVICES ..........................................................2 C,BUDGET AND LEVY SUMMARY ...................................................................................2 mi. DESCRIPTION OF THE DISTRICT .........................................................................4 III. A. B. CHANGES TO THE DISTRICT ................................................................................7 RECENT MODIFICATIONS TO THE DISTRICT (PRIOR TO 1998-99) .................................7 MODIFICATIONS OF THE DISTRICT FOR FISCAL YEAR J 998-99 ....................................8 IV. DISTRICT BUDGETS ............................................................................................10 V. METHOD OF APPORTIONMENT ..........................................................................13 APPENDIX A m 1998-99 COLLECTION ROLL ...........................................................15 I. OVERVIEW A. Introduction The Temecula Community Services District (District) was formed in 1989 upon incorporation of the City of Temecula (City), to continue services previously provided by the County of Riverside (County). The boundary of the District is coterminous with the City boundary, and includes all parcels within the City. The District collects property related fees and charges (Charges) in order to provide services and maintain the improvements within the District. The District was formed, and the Charges are set and established pursuant to Community Services District Law 61000, Section 61621, Title 6, Division 3 of the California Government Code (the Code). The Annual Levy Report describes the District, any new inclusions, any changes to the District, and the proposed Charges for Fiscal Year 1998-99. The Charges are based on the historical and estimated cost to maintain the improvements that service properties within the District. The improvements and services within the District and the corresponding costs are budgeted and charged as separate Service Levels and include all expenditures, deficits, surpluses, and revenues. Each parcel is charged for the services necessary to maintain and operate the improvements provided to the parcel. The word "parcel," for the purposes of this Report, refers to an individual property assigned its own Assessment Number by the Riverside County Assessor's Office. The Riverside County Auditor/Controller uses Assessment Numbers and specific Fund Numbers, to identify on the tax roll, properties charged for District services. A Public Hearing is held each year before the District Board of Directors (Board), to allow the public an opportunity to hea.r and be heard regarding the District. Following consideration of all public comments and written protests at the noticed Public Hearing, and review of the Final Engineer's Annual Levy Report, the Board may order amendments to the Report or confirm the Report as submitted. Following final approval of the Report, and confirmation of the Charges, the Board shall order the levy and collection of Charges for Fiscal Year 1998-99. In such case, the levy information will be submitted to the Riverside County Auditor/Controller, and included as Charges on the property tax roll for the various services provided in Fiscal Year 1998-99. B. Description of the District and Services The District provides certain property related services and the maintenance of specific improvements within public right-of-ways and dedicated landscape easements throughout the City. The District consists of four (4) separate Service Levels, providing specific services and improvements to parcels within certain areas throughout the City. Each parcel within the District is charged proportionately for only those services and improvements applicable to the parcel. Each Service Level has differing costs depending upon the various services and improvements provided. All parcels identified within a Service Level, share in the cost of the services. The costs associated with the services are proportionately spread among all properties within that Service Level to which the services are provided. The Service Levels are identified as follows: · Residential Street Lighting · Perimeter Landscaping and Slopes · Citywide Recycling and Refuse · Road Improvement and Maintenance Services and improvements provided through the District include: residential street lighting; perimeter landscape maintenance; slope protection; a recycling and refuse collection program; and road improvement construction and maintenance. C. Budget and Levy Summary Each Service Level within the District provides different and specific services and improvements to various parcels within the community. Only the parcels that the services and improvements are provided for are included in each of the Service Levels. The "Total Levy Units" and the resulting "Charge Per Levy Unit" (shown in Table I), reflect a method of apportionment that most fairly proportions the costs of the services to the parcels in that Service Level. The "Total Levy Units" for Service Levels B, C, and D is based on a per parcel count. For Service Level R, levy units are based on a Parcel Development Unit (PDU), which is similar to a per parcel count, but makes a distinction between developed and undeveloped parcels. For a more complete description of the methods' used for calculating the "Total Levy Units" used for each Service Level, please refer to (Section V), Method of Apportionment. 2 0 0 ~0 0 0 O~ 0 00 0 0 0 0 0 ~0 0 0 0'0 03'(3 ~_Z r- o ~ ~ z o II, DESCRIPTION OF THE DISTRICT Service Level B, Residential Street Lighting -- includes all developed single family residential parcels and residential vacant parcels within specific residential tracts requiring servicing, operation, and maintenance of local street lighting. Table II shows a listing of the tracts within Service Level B (Residential Street Lighting.) TABLE II Service Level B Tracts 11087-01 19872-05 20735-05 21340-07 22204-00 23100-01 24131-01 11087-02 19939-00 20735-06 21430-01 22208-00 23100-02 24131-02 12189-01 19939-01 20735-07 21561-00 22593-00 23100-03 24131-03 12189-02 19939-02 20735-08 21672-01 22593-01 23100-04 24132-00 12189-03 20079-00 20735-09 21672-02 22593-02 23100-05 24132-01 12189-04 20079-01 20848-00 21672-03 22627-00 23101-01 24133-00 12189-05 20079-02 20879-00 21672-04 22627-01 23101-02 24133-01 12189-06 20079-03 20879-01 21673-00 22715-00 23101-04 24133-02 12189-07 20130-00 20881-00 21673-01 22715-01 23125-00 24133-03 13060-01 20130-01 20882-00 21673-02 22715-02 23125-01 24133-04 13060-02 20130-02 20882-01 21673-03 22716-00 23125-02 24133-05 13060-03 20130-03 20882-02 21674-00 22716-01 23125-03 24134-00 13060-04 20130-04 20882-03 21674-01 22716-02 23126-00 24134-01 13060-05 20130-05 20987-00 21674-02 22716-03 23128-00 24134-02 13060-06 20130-06 21067-00 21674-03 22716-04 23142-00 24134-03 13060-07 20153-00 21082-00 21675-00 22781-00 23177-00 24135-00 13060-08 20154-00 21082-01 21675-01 22762-00 23267-00 24135-01 18518-00 20319-00 21082-02 21675-02 22786-00 23267-01 24135-02 18518-01 20643-00 21082-03 21675-03 22915-00 23267-02 24135-03 18518-02 20644-00 21082-04 21675-04 22915-01 23267-03 25004-01 18518-03 20703-01 21340-00 21675-05 22915-02 23267-04 27827-00 18583-00 20703-02 21340-01 21675-06 22915-03 23371-01 27827-01 19872-00 20703-03 21340-02 21760-00 22916-00 23371-02 27827-02 19872-01 20735-01 21340-03 21765-00 22916-01 23371-03 27827-03 19872-02 20735-02 21340-04 21818-00 22916-02 23371-04 28309-00 19872-03 20735-03 21340-05 22148-00 22916-03 23483-00 19872-04 20735-04 21340-06 22203-00 22962-00 24131-00 4 Service Level C, Perimeter Landscaping and Slopes --includes servicing, operation, and maintenance of perimeter landscaped areas and slopes within the public right-of-ways and dedicated easements within certain tracts. The level of maintenance required within these tracts varies depending on operating costs, and therefore four (4) rate levels have been established within Service Level C. Table III shows a listing of the tracts in each of the four (4) rate levels within Service Level C (Perimeter Landscaping and Slopes.) TABLE III Service Level C Tracts Rate Level C-1 Tract Name Tract # PRESLEY DEVELOPMENT 23267-00 23267-01 23267-02 23267-03 23267-04 26861-00 26861-01 26861-02 26861-03 RANCHOSOLANA 22593-00 22593-01 22593-02 THEVINEYARDS 20879-00 20879-01 Rate Level C-2 Rate Level C-3 Rate Level C-4 Tract Name Tract # Tract Name Tract # Tract Name Tract # MORRISON HOMES 22148-00 MARTINIQUE 23128-00 BARCLEY ESTATES 25004-01 RIDGEVIEVV 20735-07 RANCHO HIGHLANDS 20643-00 MEADOW ViEW 21765-00 20735-08 20735-09 20881-00 21764-0O WINCHESTER CREEK 20130-00 20130-01 20130-02 20130-03 20130-04 20130-05 20130-06 21340-00 21340-01 21340-02 21340-03 21340-04 21340-05 21340-06 21340-07 WOODCREST COUNTRY 21561-00 22208-00 20644-00 SIGNET SERIES 20882-00 21760-00 20882-01 22203-00 20882-02 22204-00 20882-03 22761-00 TRADEWINDS 23125-00 22762-00 23125-01 SADDLEWOOD 18518-00 23125-02 18518-01 23125-03 18518-02 VILLAGEGROVE 21672-01 18518-03 21672-02 VINTAGE HILLS 22715-00 21672-03 22715-01 21672-04 22715-02 21673-00 22716-00 21673-01 22716-01 21673-02 22716-02 21673-03 22716-03 21674-00 22716-04 21674-01 22915-00 21674-02 22915-01 21674-03 22915-02 21675-00 22915-03 21675-01 22916-00 21675-02 22916-01 21675-03 22916-02 21675-04 22916-03 21675-05 21675-06 5 Service Level D, Citywide Recycling, Refuse and Street Sweeping -- provides for the operation and administration of the refuse and recycling program and street sweeping services for all single family residential homes within the District. Service Level R, Roads -- provides funding for construction, improvement, service and maintenance of public streets and roads throughout the City. The services provided may include, but are not limited to: renovation or restoration due to damage; flood and drainage control; repairs and re-grading; and upgrades of the existing areas as required for unpaved roads. All parcels identified within Service Level R, share in the cost of the services provided. The costs associated with the services are proportionately spread among all parcels within various areas (rate levels) of the Service Level R. Service Level R currently has two (2) rate levels. The level of maintenance required within these two (2) areas vary due to operating costs, and therefore separate rate levels have been established. Only the parcels within each of the two (2) boundary areas will be charged for the costs associated with servicing and maintaining the roads and streets in the area. Rate Level R-1 --The parcels within this rate level consists of ninety (90) assessable parcels that have direct access to roads or streets that are serviced and maintained through the District. This rate level provides funding for servicing and maintenance of: Nicolas Road; Greenwood Lane; Liefer Road; Gatlin Road; Pala Vista. A total of 1.068 miles of roads are serviced and maintained in this area. Rate Level R-2 --The parcels within this rate level consists of fifty-six (56) assessable parcels that have direct access to roads or streets that are serviced and maintained through the District. This rate level provides funding for servicing and maintenance of: Ormsby Road; Santiago Road; Lolita Road; and John Warner Road. A total of 1.003 miles of roads are serviced and maintained in this area. 6 III. CHANGES TO THE DISTRICT Changes or modifications to the District structure, if any, could include, but are not limited to: changes or expansion in the existing improvements or in the types of services provided; addition of new services or Service Levels; restructuring of the current Service Levels; inclusion of parcels into the District or Service Levels; or revisions in the method of apportionment. Changes or modifications within the District that affect the levy are outlined in the following. A. Recent Modifications to the District (Prior to 1998-99) On March 4, 1997, the voters of Temecula approved a Special Tax to fund citywide community services. This Special Tax replaced two existing Service Levels, previously charged through the Community Services District. · Community Services, Parks, and Recreation -- that provided for the maintenance, service and operation of all public parks and recreation services within the City. Service Level A, Arterial Street Lighting and Medians -- that provided servicing, operation, and maintenance of street lighting and landscaped median along arterial streets. Beginning in Fiscal Year 1997-98, these two Service Levels were replaced by the Special Tax and no longer charged through the District. In Fiscal Year 1997-98 five of the streets previously serviced and maintained by the District in Service Level R-1 (Calle Girasol; Aussie Road; Calle Chapos; Walcott Road; and Tommy Lane) were upgraded to paved roads. The parcels that were previously serviced by the maintenance of these five roads were removed from Service Level R thus reducing the number of parcels charged for Rate Level R-1 from one hundred twenty parcels to the current ninety parcels. In Fiscal Year 1997-98 property owners within the Rancho Highlands (Tracts: 20643-00; 20644-00; 21760-00; 22203-00; 22204-00; 22761-00; and 22762-00) approved an increased level of service and charge for Service Level C (Perimeter Landscaping and Slopes). The parcels within these tracts were removed from service level C-1 and included in service level C-3. 7 B. Modifications of the District for Fiscal Year 1998-99 The most notable modification to the District for Fiscal Year 1998-99 is related to the addition of improvements and expansion of existing services as a result of new development. When a new residential tract is developed, the District accepts additional improvements for maintenance and servicing. Along with acceptance of the improvements, the parcels within those tracts are included in the appropriate Service Levels. The improvements and services for Service Levels B and C are typically tract or development specific and therefore, all parcels within a tract or development are included in these two Service Levels when the District accepts the improvements. Additionally, individual residential parcels are included in Service Level D (Citywide Recycling, Refuse and Street Sweeping) when a new single family residential unit is identified. Service Level B Inclusions to Service Level B (Residential Street Lighting), include 1,021 new residential parcels within the following Tracts: Tract Number Tract Number Tm~ Number Number Of Parcels Number of Parcels Number of Parcels 19872-03 53 22627-00 126 23125-03 76 19872-04 64 22627-01 93 23142-00 20 19872-05 61 23100-05 27 23371-03 165 21430-01 61 23101-01 51 23371-04 120 21818-00 26 23101-04 32 28309-00 46 As of the Intent Meeting on May 12, 1998, the new Assessor's Parcel Numbers (APN's) for tracts 23100-05, 23101-04 and 28309-00 have not been established on the secured roll by the Assessor's Office. Currently these tracts are represented by three (3) APN's, but have already been subdivided into 105 residential lots. The new APN's should be established by the time the levy is actually submitted to the County and therefore, the total number of parcels to be included in Service Level B for Fiscal Year 1998-99 will be 1,021. No other changes or modifications are proposed for Service Level B in Fiscal Year 1998-99. 8 Service Level C There are no new inclusions proposed for Service Level C (Perimeter Landscaping and Slopes), and no change to the proposed charges. · Rate level #1 -- No New Tracts. · Rate level #2 w No New Tracts. · Rate level # 3 m No New Tracts. · Rate level # 4 m No New Tracts. Service Level D A total of 757 new developed residential parcels have been added to Service Level D (Citywide Recycling and Street Sweeping) for Fiscal Year 1998-99. New single family residential units are identified each year and included in Service Level D based on updated County Assessor's data, City building permits and the waste hauler's updated service records. The actual cost per household last year for this service was $168.48. However, last year's levy amount was reduced to $162.78 because of a one- time savings per houshold of $5.70, realizied from prudent administration of the franchise agreement. For Fiscal Year 1998-99, the rate and charge is proposed to be $170.64, an increase of $2.16 for actual servi.ce costs, as provided in the City's franchise agreement with the contracted waste hauler (CR&R). Service Level R There are no new Inclusions to Service Level R (Roads), proposed for the current fiscal year. The proposed charge for Service Level R-1 has been reduced from $157.08 to $115.26 per levy unit based on the budgeted cost to maintain and service the current miles of roads in this area. 9 IV. DISTRICT BUDGETS Table IV on the next three (3) pages shows the District budget for Fiscal Year 1998-99. TABLE IV 1998-99 DISTRICT BUDGET Temecula Community Services District Operating Budget Department Summary for the Year Ending June 30, 1999 No. 192 193 194 195 District PERSONNEL SERV1CES Salades and Wages 5100 $7,421 $90,953 $44,676 $0 $143,050 Deferred ~on 5101 0 0 0 0 0 PERS Retirerrent 5102 0 0 0 0 0 State Unerrployment 5103 0 0 0 0 0 Medicare FICA 5104 0 0 0 0 0 Auto AJlowance 5106 0 0 0 0 0 Unemployment Training Tax 5109 0 0 0 0 0 Disability Insurance 5110 0 0 0 0 0 Workers ~ion 5112 0 0 0 0 0 Health Insurance 5113 0 0 0 0 0 Tempom~ Help 5118 0 0 0 0 0 Part-'l~rns (Project) 5119 0 28,033 0 0 28,033 Overtime Wages 5121 0 500 0 0 500 Sub~otal (Personnel Sewices) $7,421 $119,486 $44,676 $0 $171,583 10 TABLE IV 1998-99 DISTRICT BUDGET Temecula Community Services District Operating Budget Department Summary for the Year Ending June 30, 1999 Repair & Main[ - Fadlities 5212 0 53,000 0 0 53,000 Repair & Mainlena'z:e-Vehides 5214 0 0 0 0 0 Repair & M~in[-Ofiice Equiprn~ 5217 0 0 0 0 0 Maintena'o~ S~plies 5218 0 0 0 0 0 Office Supplies 5220 0 0 0 0 0 Prirfing ~ 0 0 0 0 0 Legal Doa~ 5224 0 0 0 0 0 Elec~m Cc~ (OIT~ by develal~ dapceits) 5225 16,0a0 1,000 0 0 17,000 Dues and ~ps 5228 0 0 Z610 0 Z610 Publicatims 5228 0 0 0 0 0 Pastam and Pad~ng 523O 0 0 0 0 0 Prq:erty Tax/k~Irrin Fees 5231 1,500 850 1,800 80 4,230 Rent- Fadlities 5234 0 0 0 0 0 Reft- r=qaprr~ 5238 0 0 0 0 0 EClapm~nt ~ ~?_~ 5239 0 0 0 0 0 Utilities 52.40 0 141,440 0 0 141,440 Snell toals/Equipment 5242 0 0 0 0 0 Uriforrm 5243 0 0 0 0 0 ~gns 5244 0 0 0 0 0 Legal S~ces 5246 0 0 0 0 0 Oa~r Outside Services 5250 0 O 0 0 0 Ack, alising 5254 0 0 1,500 0 1,500 Public No~ims 5256 4,600 Z100 5,200 100 1Z000 ~ 5258 0 0 0 0 0 Pmfes~c~ Mee~ncjs 526O 0 0 0 0 0 Staff Trainirg/Educ~m 5~1 0 0 0 0 0 Mk~ge 5262 0 0 0 0 0 Fuel Exi:emeC~ Vehides 5263 0 0 0 0 0 C, ai~l Dscre~anay 5267 0 0 0 0 0 Bu~ints 5268 0 0 0 0 0 ~ (sines) $22,1oo $248,39o $11,tto $18o tesl,78o 11 TABLE IV 1998-99 DISTRICT BUDGET Temecula Community Services District Operating Budget Department Summary for the Year Ending June 30, 1 999 Acct. I LeveiB I LevelC LevelD LevelR Tol~J J No. 192 193 194 19~ District Waste Hauling 5315 0 0 2,221,903 0 2,221,903 ~ Ughting 5319 321,305 0 0 0 321,305 Insurance 5330 0 0 0 0 0 Vehides 5335 0 0 0 0 0 I~ Systems 5340 1,356 13,565 8,139 0 23,060 Suppot Se~ices 5345 0 0 0 0 0 Fadlities 5350 0 0 0 0 0 Assesstrent Engineering 5370 0 0 0 0 0 Refund of Prior Year,Assessments 5375 0 0 0 0 0 City ,adrnin ~ 5,380 0 0 0 0 0 -~s (53CX~s) $322,661 $13,56~ $2,230,042 $0 $2,566,268 Opera~ng Expenses 5400 0 0 0 0 0 ~ Road Maintenance 5402 0 0 0 13,047 13,047 Landscape Maintenance 5415 0 279,025 0 0 279,025 Landscape PehabilitaJon 5416 0 0 0 0 0 i (5400's) $0 $2'/9,025 $0 $13,047 $292,072 EXPEN[NTLRES RESERVE FOR coNrn~ 0 0 0 0 0 TOTAL DISTRICT COSTS 352,182 630,466 2,285,828 13,227 3,281,703 TOTAL EXF~ $..~,2,182 OTHER REVENUE SOURCES 21,065 35,600 64,266 79 121,010 FUND~ 37,158 37,186 0 345 74,689 12 Vm METHOD OF APPORTIONMENT As in past years, the cost to provide services within the District will be fairly distributed among each assessable property. The following is the formula used to calculate each property's District charges by the per parcel method. Service Level B (Residential Street Lighting); Service Level C (Perimeter Landscaping and Slopes); and Service Level D (Citywide Recycling and Refuse): Total Balance to Levy/Total Parcels (in Service Level) = Parcel Charge The Rate Per Levy Unit for Service Level R is based on a Parcel Development Unit (PDU), which is similar to a per parcel charge, but makes a distinction between developed and undeveloped parcels. Service Level R (Roads): Parcel Development Units = l.O for Developed Parcels Parcel Development Units = 0.5 for Undeveloped Parcels Total Balance to Levy/7~'otal Parcel PDU (in rate Level) = Parcel Charge The following tables (Table V) reflect the levy calculations for each Service Level. TABLE V PARCEL CHARGE CALCULATIONS FOR SERVICE LEVEL B Property Type Single Family Residential Single Family Vacant IParcel I Charge per Unit X Parcel 1.00 $25.68 1.00 $25.68 IParcel Charge I Multiplier r J $25.681PerParcelj $25.68 Per Parcel 13 TABLE V (Continued) PARCEL CHARGE CALCULATIONS FOR SERVICE LEVEL C Parcel Property Type Unit Single Family Residential Rate C-1 1.00 Single Family Residential Rate C-2 1.00 Single Family Residential Rate C-3 1.00 Single Family Residential Rate C-4 1.00 Charge per Parcel X Parcel --Charge $46,00 $46.00 89.00 89.00 116.00 116.00 $175.00 $175.00 Multiplier Per Parcel Per Parcel Per Parcel Per Parcel PARCEL CHARGE CALCULATIONS FOR SERVICE LEVEL D Property Type Single Family Residential Parcel Charge per Unit X Parcel 1.00 I $170.64 Parcel = Charge Multiplier I $170.64 I Per Parcel PARCEL CHARGE CALCULATIONS FOR SERVICE LEVEL R Parcel Property Type Unit Single Family Residential Rate R-1 1.00 Single Family Vacant Rate R-1 0.50 Single Family Residential Rate R-2 1.00 Single Family Vacant Rate R-2 0.50 Charge X per Unit = $115.26 115.26 121.92 $121,92 Parcel Charge $115.26 57.64 121.92 60.96 Multiplier Per Parcel Per Parcel Per Parcel Per Parcel 14 Appendix A M 1998-99 COLLECTION ROLL Parcel identification, for each lot or parcel within the District, shall be the parcel as shown on the County Assessor's map for the year in which this report is prepared. A listing of parcels within this District, along with the charges, has been submitted to the City Clerk and, by reference, is made part of this report. 15 REDEVELOPMENT AGENCY ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA REDEVELOPMENT AGENCY APRIL 28, 1998 A regular meeting of the City of Temecula Redevelopment Agency was called to order at 8:11 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. Chairman Lindemans presiding. ROLL CALL PRESENT: AGENCY MEMBERS: Comerchero, Ford, Roberts, Stone, and Lindemans. ABSENT: O AGENCY MEMBER: None. Also present were Executive Director Bradley, City Attorney Thorson, and Acting City Clerk Jones. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Minutes 1.1 Approve the minutes of April 14, 1998. MOTION: Agency Member Stone moved to approve Consent Calendar Item No. 1. The motion was seconded by Agency Member Comerchero and voice vote reflected unanimous approval. AGENCY BUSINESS 2. Chamber of Commerce Quarterly Report By way of handout, Ms. Melody Brunsting, President of Chamber of Commerce, presented an oral report, highlighting major accomplishments achieved by the Commerce over the last quarter and reporting on activities performed by the Chamber on behalf of the City of Temecula. DEPARTMENTAL REPORT After eight and a half years, Redevelopment Director McLarney announced her resignation from the City of Temecula and expressed appreciation to the City Councilmembers, staff, minutes. RDA\042898 1 Temecula Redevelooment Aaencv April 28, 1998 and members of the community for having had the opportunity to work with them. Agency Member Stone, echoed by his fellow Agency Members, commended Ms. McLarney on a job well done. Commending Director McLarney on her support with Old Town, redevelopment, and economic development, Agency Member Ford noted that she had set a high standard for the Redevelopment Director position and stated that she will be greatly missed. EXECUTIVE DIRECTOR'S REPORT Commending Ms. McLarney on her accomplishments with the City, Executive Director Bradley, on behalf of City staff, wished her well with her new venture. AGENCY MEMBERS' REPORTS None. ADJOURNMENT At 8:11 P.M., the Temecula Redevelopment Agency meeting was formally adjourned to Tuesday, May 12, 1998, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. Karel F. Lindemans, Chairman ATTEST: Susan W. Jones, CMC Acting City Clerk/District Secretary minutes.RDA\042898 2 ITEM 2 A P P R 0 V~l/),,~,~ ~.,...~ CITY ATTORNEY DIRECTOR OF FINAncE- -~ CITY MANAGER TO: FROM: DATE: SUBJECT: TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT Executive Director/Redevelopment Agency Board Members Marilyn Whisenand, Redevelopment Consultant May 12, 1998 Awarding a Contract to J and M Construction to Paint the Second Phase of the Mural at the Old Town Transportation Center Prepared By: John Meyer, Redevelopment and Housing Manager RECOMMENDATION: 1) That the Agency Members Award the Contract for $21,250 to J and M Construction to Paint the Second Phase of the Mural at the Old Town Transportation Center. 2) Authorize Executive Director and Agency Counsel to Execute the contract. BACKGROUND: On January 27, 1998, the City Council approved funding for the second phase of the mural on the Circle K wall adjacent to the 6th Street Parking Lot. On March 31, 1998, the City Council continued this item, since the contractor was unable to provide proof of sufficient insurance. During the past few weeks staff and the artist for the first phase of the mural, Ms. Robin Golden, have been searching for a contractor who meets the City's insurance requirements and is willing to hire the artist as an employee. J and M Construction does meet all City requirements. Awarding this contract would permit the painting of this mural which should be completed by the first week of July. FISCAL IMPACT The funds in the Facade Improvement Program will be used to fund this contract. Currently there is approximately a $68,000.00 balance in this Program (Account No. 280-199-813-5804). Attachments: 1. Agreement for Consultant Services, Painting of the Second Phase of the Mural at the Old Town Transportation Center.- Page 2 R:\OLDTOWN~FACADE\MURALCON.CC1 5/1/98 sn 1 ATTACHMENT NO. I AGREEMENT FOR CONSULTANT SERVICES, PAINTING OF THE SECOND PHASE OF THE MURAL AT THE OLD TOWN TRANSPORTATION CENTER R:\OLDTOWN~FACADE\MURALCON.CCI 5/1/98 sn 2 TEMECULA REDEVELOPMENT AGENCY AGREEMENT FOR CONSULTANT SERVICES PAINTING OF THE SECOND PHASE OF THE MURAL AT THE OLD TOWN TRANSPORTATION CENTER THIS AGREEMENT, is made and effective as of May 13, 1998, between the Redevelopment Agency of the City of Temecula, a public body, corporate and politic ("Agency") and J and M Construction, ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM. This Agreement shall commence on May 13, 1998 and shall remain and continue in effect until tasks described herein are completed, but in no event later than May 13, 1999, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES. Consultant shall perform the 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 Agency agrees to pay twenty one thousand two hundred and fifty dollars ($21,250.00) to the Consultant upon completion of the project in accordance with the terms of 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 Executive Director. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by Executive Director and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The Executive Director may approve additional work not to exceed Two Thousand One Hundred and Twenty Five Dollars ($2,125.00). Any additional work in excess of this amount shall be approved by the City Council. c. Consultant will submit an invoice upon completion of the project for actual services performed. Payment shall be made within thirty (30) days of receipt of each invoice as to all nondisputed fees. If the Agency disputes any of consultant's fees it shall give written notice to Consultant within 30 days of receipt of a invoice of any disputed fees set forth on the invoice. R:\OLDTOWN~FACADE\MURALCON.CC1 5/1/95 sn 3 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The Agency 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 Agency 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 Agency 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 Agency. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the Agency pursuant to Section 3. 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 Executive Director or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the Agency 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 therefrom 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. R:\OLDTOWN~FACADE\MURALCON.CCI 511198 su 4 b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, 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 Agency and may be used, reused or otherwise disposed of by the Agency without the permission of the Consultant. With respect to computer files, Consultant shall make available to the Agency, upon reasonable written request by the Agency, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. c. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Consultant. 8. INDEMNIFICATION. The Consultant agrees to defend, indemnify, protect and hold harmless the Agency, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, or liability of any kind or nature which the Agency, its officers, agents and employees may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions in performing or failing to perform under the terms of this Agreement, excepting only liability arising out of the sole negligence of the 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 coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code I (any auto). (3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. bo Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. R:\OLDTOWI~FACADE\MURALCON.CC1 5/1/98 sn 5 (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident for bodily injury or disease. c. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the Executive Director. At the option of the Executive Director, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the Agency, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: (1) The Agency, its officers, officials, employees and volunteers are to be covered as insures 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 Agency, its officers, officials, employees or volunteers. (2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the Agency, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the 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 Agency, its officers, officials, employees or volunteers. (4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Agency. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Agency. R:\OLDTOWI~FACADI[\MURALCON.CCI 511198 m 6 f. Verification of Coverage. Consultant shall furnish the Agency 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 Agency. All endorsements are to be received and approved by the Agency before work commences. As an alternative to the Agency's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR. a. Consultant is and shall at all times remain as to the Agency 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 or agents 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 Agency. 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 State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The Agency, 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 Executive Director or unless requested by the Agency 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 Agency. 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 R:\OLDTOWI~FACADE\MURALCON.CC1 5/1/98 m 7 performed thereunder or with respect to any project or property located within **the Agency. 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: To City: City of Temecula P.O. Box 9033 Temecula, California 92589-9033 Attention: Executive Director To Consultant: J and M Construction 20995 Alameda Del Monte Wildomar, CA 92595 Attention: Jeff McEIrath (909) 678-0079 14. ASSIGNMENT. The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the Agency. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Robin Golden shall perform the services described in this Agreement. Robin Golden may use assistants, under their direct supervision, to perform some of the services under this Agreement. Consultant shall provide City fourteen (14) days' notice prior to the departure of Robin Golden from Consultant's employ. Should he or she leave Consultant's employ, the Agency shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. 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 Agency 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. Contractor represents to Agency that is holds a valid Class B Contractor's License in the State of California. 16. GOVERNING LAW. The Agency 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 jurisdiction over the Agency of Temecula. R:\OLDTOWN~FACADE\MURALCON.CC1 5/1/95 m 8 17. 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. 18. 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. R:\OLDTOWl~FACADE\MURALCON.CCI 5/1/98 sn 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By Ronald E. Bradley Executive Director Attest: Susan W. Jones, Acting City Clerk Approved As to Form: Peter M. Thorson Agency Counsel CONSULTANT Jeff McEIrath J and M Construction 20995 Alameda Del Monte Wildomar, CA 92595 (909) 678-0079 By Jeff McEIrath R:\OLDTOWN~FACADE\MURALCON.CC! 5/1/98 sn 10 EXHIBIT A TASKS TO BE PERFORMED Paint the second phase of the mural on the southerly wall of the Circle K building located at the Old Town Transportation Center according to the approved plans filed with the City of Temecula. The work shall be completed by the first week of July 1998. R:\OLDTOWI~FACADE\MURALCON.CC1 5/1/98 sn 11 ITEM 3 A P PRO V~r!~,,~..,,---~ CITY ATTORNEY FINANCE OFFICER CITY MANAGER TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Ronald E. Bradley, Executive Director and Redevelopment Agency Board Marilyn Whisenand, Redevelopment Consultant May 12, 1998 Acquisition of Property for the Affordable Housing Program 28545 Front Street (APN 922-036-031) Prepared By: John Meyer, Housing and Redevelopment Manager RECOMMENDATION: The Redevelopment Agency: 1. Adopt a resolution entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED AT 28545 FRONT STREET (APN 922-036-031) IN THE CITY OF TEMECULA That the Agency authorize the expenditure of up to $360,000 from the RDA Housing Fund for acquisition, soil testing and remediation, escrow and closing COSTS. BACKGROUND: Per Agency direction, staff has been working with Mr. and Mrs. Roy Black regarding the purchase of the above noted property. An offer of $345,000 was accepted by the property owner. An appraisal of the property was performed by the City's appraiser. The offer and accepted purchase price is reflective of the appraised value. A Phase I Environmental Analysis is being conducted on the property to determine the presence of hazardous waste or unacceptable soil conditions. The purchase is an all cash transaction with the Agency paying all closing costs. Additional fund authorization in the amount of $15,000 is requested to cover escrow, closing costs, appraisal and soils testing fees. The $345,000 represents an all inclusive settlement and full payment of just compensation for the acquisition of all property interests. R:\OLDTOWN\BLACK.CC 5/4/98 jrm 1 The acquisition of property for affordable housing is programmed in the RDA's five year implementation Plan. RDA Affordable Housing Funds in the amount of $1 Million have been included in the 1998-99 Capital Improvement Program Budget for this purpose. Re-use proposals for the subject property are now in progress and will be returned to the RDA for review and approval at a future date. FISCAL IMPACT: The $360,000 acquisition cost will be funded by the Affordable Housing Units, Land Acquisition/Project Development (Account No. 165-199-812-5804), which currently has a $1 Million balance. Attachments: Resolution Purchase and Sale Agreement R:\OLDTOWN~BLACK.CC 5/4/98 jrm 2 Attachment No. 1 Resolution R:\OLDTOWN\BLACK.CC 5/4/98 jrm 3 RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED AT 28545 FRONT STREET (APN 922-036-031) IN THE CITY OF TEMECULA THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. The Redevelopment Agency does hereby find, determine and declare that: a. The Agency is currently implementing the Redevelopment Plan for Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors of Riverside County on July 12, 1988 prior to the incorporation of the City and subsequently approved and transferred to the Redevelopment Agency of the City of Temecula on April 9, 1991 (the "Plan"). b. The Agency has established a Low and Moderate Income Housing Fund pursuant to the provisions of Health and Safety Code Section 33433 for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City. c. The Agency proposes to purchase the property described in the attached "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of certain real property located at 28545 Front Street (APN 922-036-031), in the City of Temecula ("Property") for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City as the property are zoned for mixed use residential housing. d. The acquisition of the Property for low and moderate income housing purposes is consistent with the Redevelopment Plan and with the Implementation Plan adopted by the Agency. Additionally, acquisition of the Property and the improvement and preservation of low and moderate income housing thereon will assist in the elimination of blight in the Project Area. e. The acquisition of the Property and the units thereon is exempt from the provisions of the California Environmental Quality Act pursuant to 14 Cal. Admin. Code 15326. Moreover, the EIR approving the Plan addressed the impacts of housing development in the area of the Property. R:\HOUSINGXPUJOLACQXBLACK.RES 5/4/98 jrm Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of certain real property located at 28545 Front Street (APN 922- 036-031) in the City of Temecula and authorizes the Chairperson to execute the Agreement in substantially the form attached hereto as Exhibit A. Section 3. The Secretary shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED, by the Board of Directors of th.e Temecula Redevelopment Agency this 12th day of May, 1998. Karel F. Lindemans, Chairperson ATTEST: Susan W. Jones, CMC Acting Agency Secretary/City Clerk [SEAL] R:\HOUSING'xPUJOLACQ\BLACK.RES 5/4/98 jrm STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting Secretary of the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. RDA 98- was duly and regularly adopted by the Board of Directors of the Temecula Redevelopment Agency at a regular meeting thereof held on the 12th day of May, 1998, by the following vote: AYE S: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Susan W. Jones, CMC Acting Agency Secretary/City Clerk R:\HOUSING\PUJOLACQ\BLACK.RES 5/4/98 jrm Attachments No. 2 Purchase and Sale Agreement R:\OLDTOWN\BLACK.CC 5/3/98 jrm 4 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is dated and entered into as of October 28, 1997 by and between Roy G. And Victoria Black, ("Seller"), and THE CITY OF TEMECULA REDEVELOPMENT AGENCY, a municipal corporation ("Buyer"), and constitutes both an agreement to purchase and sell real property between the parties and the parties' escrow instructions directed to First American Title Insurance Company ("Escrow Holder"). RECITALS A. On May 1, 1998, the Buyer delivered Seller an offer (the "Offer") to purchase the real property interests described in Exhibit "A" attached hereto and made a part hereof (the "Property"). B. Buyer intends to use the Property for public purposes. C. Seller desires to sell and Buyer desires to buy, the Property on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the foregoing premises operative provisions and the Recitals which are incorporated herein by this reference, the parties hereto agree as follows: 1. Purchase and Sale. On the Close of Escrow (as herein defined), Seller agrees to sell the Property to Buyer, and Buyer agrees to buy the Property from Seller, on the terms and conditions hereinafter set forth. 2. Purchase Price. The purchase price for the Property to be paid by Buyer is the sum of THREE HUNDRED AND FORTY-FIVE THOUSAND Dollars ($345,000.00) (the "Purchase Price"), which sum shall be paid in full in cash on the Close of Escrow together with Buyer's share of the closing costs. 3. Title and Title Insurance. Upon the Opening of Escrow, Escrow Holder shall order from First American Title Company ("Title Company") a title commitment for the Property. Escrow Holder shall also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder shall deliver these instruments and the title commitment to Buyer and Seller. Buyer's fee title to the Property shall be insured at the Close of Escrow by a CLTA Owner's Standard Coverage Policy of Title Insurance in the amount of the Purchase Price (the "Policy"). The Policy of title insurance provided for pursuant to this Section shall insure Buyer's fee interest in the Property free and clear of all liens, encumbrances, restrictions, and rights-of- way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): R:IHOUSINGIPUJOLJ~CQtBLACK.PA 5/3/98 jrm (a) The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property; and (b) Those non-monetary exceptions approved by Buyer within fifteen (15) business days after the date Buyer receives the title commitment and legible copies of all instruments noted as exceptions therein. If Buyer unconditionally disapproves any such exceptions, Escrow shall thereupon terminate, all funds deposited therein shall be refunded to Buyer (less Buyer's share of escrow cancellation charges), and this Agreement shall be of no further for ce or effect. If Buyer conditionally disapproves any such exceptions, then Seller shall use Seller's best efforts to cause such exceptions to be removed by the Close of Escrow. If such conditionally disapproved non-monetary exceptions are not removed by the Close of Escrow, Buyer may, at Buyer's option, either accept the Property subject to such encumbrances, or terminate the Escrow and receive a refund of all funds deposited into Escrow (less Buyer's share of escrow cancellation charges), if any, and this Agreement shall thereupon be of no further force or effect. At the Close of Escrow, Buyer's fee title to the Property shall be free and clear of all monetary encumbrances. 4. Grant Deed. Seller covenants and agrees to deposit with Escrow Holder prior to the Close of Escrow a Grant Deed duly executed and acknowledged by Seller, granting and conveying to Buyer the Property. The Grant Deed shall be in a form satisfactory to Buyer and Buyer's counsel and shall be accepted by Buyer prior to recording. 5. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled: (a) Title Company can issue in favor of Buyer the Policy, showing the Property vested in Buyer subject only to the Permitted Title Exceptions. Escrow Holder shall use the proceeds of the Purchase Price to obtain partial reconveyance, if necessary, of any monetary liens encumbering the Property, so that the Property shall be free and clear of monetary liens and encumbrances at the Close of Escrow. (b) Escrow Holder shall have received Buyer's notice of approval or satisfaction or waiver of all of the contingencies to Buyer's obligations hereunder, as provided for in Section 11; and (c) Seller shall have deposited in Escrow the Grant Deed required by Section Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of the Policy, including the Grant Deed. 6. Escrow. The parties hereby establish an escrow ("Escrow") to accommodate the transaction contemplated by this Agreement. For purposes of this Agreement, Opening of Escrow shal 1 mean the date on which Escrow Holder shall have received a fully executed original of this Agreement from Buyer and Seller. Close of Escrow shall be the date upon which the Grant Deed to Buyer is delivered and recorded in the Official Records of the County of Riverside. The Close of Escrow shall be on the date which is not later than the first business day occurring sixty (60) days after the date of R:tHOUSING\PUJOL~CQIBLACK.PA 5/3/98 jrm 2 this Agreement. Before the Close of Escrow, all risk of loss and damage to the Property from any source whatsoever shall be solely that of Seller. 7. Escrow Chartres and Prorations. Buyer shall pay for the cost of the CLTA Owner's Standard Coverage Policy of Title Insurance, the Escrow fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone, etc. Buyer shall pay for recording the Grant Deed and any documentary or other local transfer taxes, and any other recording fees. If the Escrow shall fail to close through no fault of either party, Buyer shall pay all Escrow cancellation charges. 8. License to Enter. Seller hereby grants to Buyer and Buyer's authorized agents, contractors, consultants, assigns, attorneys, accountants and other representatives an irrevocable license to enter upon the Property for the purpose of making inspections and other examinations of the Property, including, but not limited to, the right to perform soil and geological tests of the Property an d an environmental site assessment thereof. Buyer shall give Seller reasonable notice before going on the Property. Buyer does hereby indemnify and forever save Seller, Seller's heirs, successor s and assigns, and the Property, free and harmless from and against any and all liability, loss, damages and costs and expenses, demands, causes of action, claims or judgments, whether or not arising from or occurring out of any damage to the Property as a result of any accident or other occurrence at the Property which is in any way connected with Buyer's inspections or non-permanent improvements involving entrance onto the Property pursuant to this Section. If Buyer fails to acquire the Property due to Buyer's default, this license shall terminate upon the termination of Buyer's right to purchase the Property. In such event, Buyer shall remove or cause to be removed all Buyer's personal property, facilities, tools and equipment from the Property. 9. Warranties and Representations of Seller. Seller hereby represents and warrants to Buyer the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and shall survive the Close of Escrow: (a) That (I) on the Close of Escrow the Property shall be free and clear of any and all hazardous or toxic substances, materials, and waste, including, but not limited to, asbestos; (ii) the Property is in compliance with all applicable statutes and regulations, including environmental, health and safety requirements; (iii) all businesses on the Property have disposed of their waste in accordance with all applicable statutes, ordinances, and regulations; and (iv) Seller has no notice of any pending or threatened action or proceeding arising out of the condition of the Property or alleged violation of environmental, health or safety statutes, ordinance or regulations To this end, it is agreed that notwithstanding the conveyance of the Property to Buyer, Seller shall indemnify, protect, defend and hold harmless Buyer from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees and costs, arising out of any claim for loss or damage to any property, including the Property, injuries to or death of persons, or for the cost of cleaning up the Property and removing hazardous or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity or agency requiring the clean-up of R:~HOUSINGkPUJOLACQkBLJ%CK.PA 5/3/98 jrm 3 the Property, caused by or resulting from any hazardous material, substance or waste existing on, under or about the Property on the Close of Escrow. (b) That Seller is the sole owner of the Property free and clear of all liens, claims, encumbrances, easements, encroachments from adjacent properties, encroachments by improvements or vegetation on the Property onto adjacent property, or rights of way of any nature, other than those that may appear on the title commitment. Seller shall not further encumber the Property or allow the Property or to be further encumbered prior to the Close of Escrow. (c) Neither this Agreement nor anything provided to be done hereunder including the transfer of the Property to Buyer, violates or shall violate any contract, agreement or instrument to which Seller is a party, or which affects the Property, and the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto. (d) There are no mechanics', materialmen's or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced prior to the date of this Agreement. Seller agrees to hold Buyer harmless from all costs, expenses, liabilities, losses, charges, fees, including attorney fees, arising from or relating to any such lien or any similar lien claimed against the Property and arising from work performed or commenced prior to the Close of Escrow. (e) There are no written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and no persons have any right of possession to the Property or any part thereof. (f) Seller has no knowledge of any pending, threatened or potential litigation, action or proceeding against Seller or any other Party before any court or administrative tribunal which is in any way related to the Property. 10. FULL PAYMENT OF ALL OBLIGATIONS OF CITY. Itis understood and agreed between Seller and Buyer that the payments made to Seller as set forth in this Agreement represent an all inclusive settlement and is full and complete payment for just compensation for the acquisition of all property interests pertaining to the Property and includes and satisfies any and all other payments, if any, which may be required by law to be paid to Seller arising out of the acquisition and displacement of the Seller and persons residing on the Property, and specifically includes, but is not limited to, claims for severance and other damages, attorney's fees, interest, expenses of litigation, expert's fees, precondemnation damages, inverse condemnation, owner participation rights under the Redevelopment Plan, relocation assistance and/or benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260, et seq.), and loss of business goodwill under the Eminent Domain Law, Code of Civil Procedure Section 1263.510, and all costs and expenses whatever in connection therewith. Seller hereby acknowledges that Buyer has advised Seller of the possible availability of such relocation assistance rights to Seller and that the waiver of all rights by Seller herein set forth are free and voluntary. R:~HOUSING\PUJOLACQ~BLACK.PA 5/3/98 jrm 4 11. Buyer's Continl~encies. For the benefit of Buyer, the Closing of Escrow and the Buyer's obligation to consummate the purchase of the Property shall be contingent upon and subject to the occurrence of all of the following (or Buyer's written waiver thereof, it being agreed that Buyer ca n waive any or all such contingencies) on or before the Close of Escrow: (a) That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are all true and correct. (b) The delivery of all documents pursuant to Section 4 hereof. (c) Title Company's conunitment to issue in favor of Buyer of a CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the Purchase Price showing Buyer's fee interest in the Property subject only to the Permitted Title Exceptions. (d) Buyer's approval prior to the Close of Escrow of any environmental site assessment, soils or geological reports, or other physical inspections of the Property or the underlying real property that Buyer might perform prior to the Close of Escrow. 12. Certification of Non-Foreign Status. Seller covenants to deliver to Escrow a certification of Non-Foreign Status in accordance with I.R.C. Section 1445, and a similar notice pursuant to California Revenue and Taxation Code Sections 18805 and 26131, prior to the Close of Escrow. 13. Default. In the event of a breach or default under this Agreement by either Buyer or Seller, the non-defaulting party shall have, in addition to all rights available at law or equity, the right to terminate this Agreement and the Escrow for the purchase and sale of the Property, by delivering written notice thereof to the defaulting party and to Escrow Holder, and if Buyer is the non-defaulting party, Buyer shall thereupon promptly receive a refund of all prior deposits, if any. Such termination of the Escrow by a non-defaulting party shall be without prejudice to the non-defaulting party's rights and remedies at law or equity. 14. Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered given upon the earlier of (a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or © one (1) business day following deposit with an overnight carrier service. A copy of all notices shall be sent to Escrow Holder. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: BUYER: City of Temecula Redevelopment Agency 43200 Business Park Drive Temecula, California 92590 Attn: Executive Director R:~HOUSING~PUJOLACQ\BLACK.PA 5/3/98 jrm 5 COPY TO: Richards, Watson & Gershon 333 So. Hope St., 38th Flr. Los Angeles, California 90071 Attn: Peter M. Thorson, Esq. SELLER: Roy G. and Victoria Black 23884 Corinth Drive Murrieta, California 92562 ESCROW HOLDER First American Title Company 3625 Fourteenth Street Riverside, CA 92502 Attn: Escrow No. 15. Broker's Commissions. Seller shall pay all claims of brokers, agents or finders, licensed or unlicensed, and all claims of real estate or other consultants which exist or may arise as a result of Seller's actions with respect to the Property. Buyer shall not be liable for any such fees or claims and Seller shall indemnify Buyer, its officers, employees and agents, from any and all costs, liabilities or judgments, including attorneys' fees, incurred in defending or paying any such claims. 16. Further Instructions. Each party agrees to execute such other and further escrow instructions as may be necessary or proper in order to consummate the transaction contemplated by this Agreement. 17. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Buyer and Seller and deposited with Escrow Holder. 18. Miscellaneous (a) Applicable Law. This Agreement shall be construed and interpreted under, and governed and enforced according to the laws of the State of California. (b) Entire At, reement. This Agreement supersedes any prior agreement, oral or written, and together with the Exhibits hereto and any agreements delivered pursuant hereto, contains the entire agreement between Buyer and Seller on the subject matter hereof. No subsequent agreement, representation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, shall be of any effect unless it is in writing and executed by the party to be bound thereby. No person is authorized to make, and by execution hereof Seller and Buyer acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no agreement, statement, representation or promise made by any such person which is not contained herein shall be valid or binding on Seller or Buyer. (c) Successors and Assit~ns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. R: kHOUS I NGk PUJOLACQ \ BLACK. PA 5/3/98 jrra (d) Time of Essence. The parties acknowledge that time is of the essence in this Agreement, notwithstanding anything to the contrary in the Escrow company's general Escrow instructions. (e) Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or no w or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. (f) Interpretation and Construction. The parties agree that each party has reviewed and revised this Agreement and have had the opportunity to have their counsel and real estate advisors review and revise this agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association wherever the context so requires. The recitals and captions of the sections and subsections of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. (g) City Manat~er Authority. The City Manager is hereby directed and authorized to execute such other documents, including without limitation, escrow instructions and amendments thereto, certificates of acceptance, agreements for payments of lost rent, or certifications, as may be necessary or convenient to implement the terms of this Agreement. 19. Attorneys' Fees. If either party hereto incurs attorneys' fees in order to enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or because of a breach of this Agreement by the other party, the prevailing party, whether by suit, negotiation, arbitration or settlement shall be entitled to recover reasonable attorneys' fees from the other party. 20. Assitmment. Buyer may assign its rights under this Agreement or may designate a nominee to acquire title to the Property, provided, however, that any such assignment or designation shall not relieve Buyer of any of its obligations under this Agreement. 21. Escrow Holder Need Not Be Concerned. Escrow Holder is not to be concerned with Section 8, 9, 10, and 15 hereof, and Buyer and Seller release Escrow Holder from liability or obligation as to Section 8, 9, 10, and 15 hereof. ///// IIIII R:~HOUSINGkPUJOLACQ[BLACK.PA 5/6/98 jrm 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. SELLER Roy G. And Victoria Black By By BUYER CITY OF AGENCY: TEMECULA REDEVELOPMENT Karel Lindemans, Agency Chairperson ATTEST: By Susan W. Jones, CMC Acting Agency Secretary/City Clerk APPROVED AS TO FORM: By Peter M. Thorson Agency Counsel R: \HOUSING\PUJOLACQ\BLACK. PA 5/3/98 jrm 8 EXHIBIT " A" Legal Description of the Property .89 Acres M/L in Lots 16,17,18 and 19 Blk 27 MB 01 APN 922-036-031 ITEM 4 APPROVAL CITY ATTORNEY FINANCE DIRECTOR CITY MANAGER ~ CONFIDENTIAL CLOSED SESSION TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Redevelopment Agency Members Ronald E. Bradley, Executive Director May 12, 1998 Acquisition of Real Property in Old Town RECOMMENDATION: The Redevelopment Agency: 1. Adopt a resolution entitled: RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED AT THE NORTHWEST CORNER OF 2ND AND FRONT STREET (APN 922-046-020) IN THE CITY OF TEMECULA That the Agency authorize the expenditure of up to $215,000 from the RDA Fund for acquisition, soil testing, escrow and closing' costs. 3. Appropriate $215,000 from the RDA Bond Proceeds DISCUSSION: The Agency is interested in developing parking and commercial uses in the Old Town Area. The property proposed for acquisition is owned by the John H. Poole Trust No. 1 and is located on what used to be the northwest corner of Front Street and Second Street, adjacent to the Temecula Stampede parking lot. The westerly portion of Second Street has been vacated. The Agency's current plan is to use the property for Old Town parking, but the property may be used or conveyed for redevelopment purposes at a later date. R:\OLDTOWN\POOLE.CC 5/6/98 jrm Staff had the property appraised. The Purchase Price of ~199,645 is consistent with the appraisal and represents the fair market value of the property. The purchase is an all cash transaction with the Agency paying all closing costs. Additional fund authorization in the amount of 915,000 is requested to cover escrow, closing costs, appraisal and soils testing fees. The 9215,000 represents an all inclusive settlement and full payment of just compensation for the acquisition of all property interests. FISCAL IMPACT: The 921 5,000 acquisition cost will be funded by RDA Bond proceeds. Attachments: Resolution Purchase and Sale Agreement R:\OLDTOWN\POOLE.CC 5/6~98 jrm 3 Attachment No. 1 Resolution R:\OLDTOWN\POOLE.CC 5/4/98 jrm 4 RESOLUTION NO. RDA 98- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED AT THE NORTHWEST CORNER OF 2ND AND FRONT STREET (APN 922-046-020) IN THE CITY OF TEMECULA THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. The Redevelopment Agency does hereby find, determine and declare that: a. The Agency is currently implementing the Redevelopment Plan for Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors of Riverside County on July 12, 1988 prior to the incorporation of the City and subsequently approved and transferred to the Redevelopment Agency of the City of Temecula on April 9, 1991 (the "Plan"). b. The Agency has established a Low and Moderate Income Housing Fund pursuant to the provisions of Health and Safety Code Section 33433 for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City. c. The Agency proposes to purchase the property described in the attached "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of certain real property located at the northwest comer of 2nd and Front Street (APN 922-046-020) in the City of Temecula ("Property") for the purposes of increasing, improving and preserving the supply of low and moderate income housing within the Project Area and the City as the property are zoned for mixed use residential housing. d. The acquisition of the Property for low and moderate income housing purposes is consistent with the Redevelopment Plan and with the Implementation Plan adopted by the Agency. Additionally, acquisition of the Property and the improvement and preservation of low and moderate income housing thereon will assist in the elimination of blight in the Project Area. e. The acquisition of the Property and the units thereon is exempt from the provisions of the California Environmental Quality Act pursuant to 14 Cal. Admin. Code 15326. Moreover, the EIR approving the Plan addressed the impacts of housing development in the area of the Property. R:\HOU S1NG\PU JOLACQ~BLACK.RES 5/4/98 jrm Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves that certain agreement entitled "Purchase and Sale Agreement and Joint Escrow Instructions" for acquisition of certain real property located at 28545 Front Street (APN 922- 036-031) in the City of Temecula and authorizes the Chairperson to execute the Agreement in substantially the form attached hereto as Exhibit A. Section 3. The Secretary shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula Redevelopment Agency this 12th day of May, 1998. ATTEST: Karel F. Lindemans, Chairperson Susan W. Jones, CMC Acting Agency Secretary/City Clerk [SEAL] R:\HOUSING\PUJOLACQ\BLACK.RES 5/4/98 jrm STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting Secretary of the Temecula Redevelopment Agency, do hereby certify that the foregoing Resolution No. RDA 98- was duly and regularly adopted by the Board of Directors of the Temecula Redevelopment Agency at a regular meeting thereof held on the 12th day of May, 1998, by the following vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Susan W. Jones, CMC Acting Agency Secretary/City Clerk R:x, HOUSING\PUJOLACQ\BLACK. RES 5/4/98 jrm Attachments No. 2 Purchase and Sale Agreement R:\OLDTOWN\POOLE.CC 5~4~98 jrm 5 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement") is dated and entered into as of May 12, 1998 by and between JOHN H. POOLE AND OLIVIA A. POOLE, AS TRUSTEES OF THE JOHN H. POOLE TRUST NO. 1, UNDER DECLARATION OF TRUST DATED DECEMBER 14, 1982, AS THEREAFTER AMENDED AND COMPLETELY RESTATED ON MAY 9, 1997 ("Seller"), and THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic ("Buyer"), and constitutes both an agreement to purchase and sell real property between the parties and the parties' escrow instructions directed to First American Title Insurance Company ("Escrow Holder"). RECITALS A. Seller is the owner of the real property interests described in Exhibit "A" attached hereto and made a part hereof (the "Property"). B. Seller desires to sell and Buyer desires to buy, the Property on the terms and conditions set forth herein. C. Buyer intends to use the Property for public purposes. NOW THEREFORE, in consideration of the foregoing premises, operative provisions and the Recitals which are incorporated herein by this reference, the parties hereto agree as follows: 1. Purchase and Sale. On the Close of Escrow (as herein defined), Seller agrees to sell the Property to Buyer, and Buyer agrees to buy the Property from Seller, on the terms and conditions hereinafter set forth. 2. Purchase Price. The total purchase price for the Property to be paid by Buyer is the sum of one hundred ninety nine thousand six hundred forty five dollars and no cents ($199,645.00) (the "Purchase Price"), which sum shall be paid in full in cash on the Close of Escrow. 3. Title and Title Insurance. Upon the Opening of Escrow, Escrow Holder shall order from First American Title Company ("Title Company") a title commitment for the Property. Escrow Holder shall also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder shall deliver these instruments and the title commitment to Buyer and Seller. Buyer's fee title to the Property 5/4//98 11087-00001 pmt 1480688.1 0 shall be insured at the Close of Escrow by a CLTA Owner's Standard Coverage Policy of Title Insurance in the amount of the Purchase Price (the "Policy"). The Policy of title insurance provided for pursuant to this Section shall insure Buyer's fee interest in the Property free and clear of all liens, encumbrances, restrictions, and rights-of-way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): (a) The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property; and (b) Those non-monetary exceptions approved by Buyer within fifteen (15) business days after the date Buyer receives the title commitment and legible copies of all instruments noted as exceptions therein. If Buyer unconditionally disapproves any such exceptions, Escrow shall thereupon terminate, all funds deposited therein shall be refunded to Buyer (less Buyer's share of escrow cancellation charges), and this Agreement shall be of no further force or effect. If Buyer conditionally disapproves any such exceptions, then Seller shall use Seller's best efforts to cause such exceptions to be removed by the Close of Escrow. If such conditionally disapproved non- monetary exceptions are not removed by the Close of Escrow, Buyer may, at Buyer's option, either accept the Property subject to such encumbrances, or terminate the Escrow and receive a refund of all funds deposited into Escrow (less Buyer's share of escrow cancellation charges), if any, and this Agreement shall thereupon be of no further force or effect. At the Close of Escrow, Buyer's fee title to the Property shall be free and clear of all monetary encumbrances. 4. Grant Deed. Seller covenants and agrees to deposit with Escrow Holder prior to the Close of Escrow a Grant Deed duly executed and acknowledged by Seller, granting and conveying to Buyer the Property. The Grant Deed shall be in a form satisfactory to Buyer and Buyer's counsel and shall be accepted by Buyer prior to recording. Such approval and acceptance by the Buyer shall not be unreasonably withheld. 5. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for here- under upon the Close of Escrow, provided each of the following conditions has then been fulfilled: (a) Title Company can issue in favor of Buyer the Policy, showing the Property vested in Buyer subject only to the Permitted Title Exceptions. Escrow Holder shall use the proceeds of the Purchase Price to obtain partial reconveyance, if necessary, of any monetary liens encumbering the Property, so that the Property shall be free and clear of monetary liens and encumbrances at the Close of Escrow. (b) Escrow Holder shall have received Buyer's notice of approval or satisfaction or waiver of all of the contingencies to Buyer's obligations hereunder, as provided for in Section 11; and (c) Seller shall have deposited in Escrow the Grant Deed required by Section 4; and 5/4//98 11087-00001 pmt 1480688.1 0 - 2 - (d) Escrow Holder has received the Purchase Price from Buyer, and holds the same for immediate disbursement to the Seller upon Close of Escrow, less any amount necessary to pay any monetary liens existing against the Property before the Close of Escrow. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of the Policy, including the Grant Deed. 6. Escrow. The parties hereby establish an escrow ("Escrow") to accommodate the transaction contemplated by this Agreement. For purposes of this Agreement, Opening of Escrow shall mean the date on which Escrow Holder shall have received a fully executed original of this Agreement from Buyer and Seller. Close of Escrow shall be the date upon which the Grant Deed to Buyer is delivered and recorded in the Official Records of the County of Riverside. The Close of Escrow shall be on the date which is not later than the first business day occurring forty five (45) days after the date of this Agreement; provided, however, the Close of Escrow shall not be prior to June 2, 1998. Before the Close of Escrow, all risk of loss and damage to the Property from any source whatsoever shall be solely that of Seller. Buyer shall pay all escrow costs. 7. Escrow Charges and Prorations. Buyer shall pay for the cost of the CLTA Owner's Standard Coverage Policy of Title Insurance, the Escrow fees and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone, etc. Buyer shall pay for recording the Grant Deed and any documentary or other local transfer taxes, and any other recording fees. If the Escrow shall fail to close through no fault of either party, Buyer shall pay all Escrow cancellation charges. 8. License to Enter. Seller hereby grams to Buyer and Buyer's authorized agents, contractors, consultants, assigns, attorneys, accountants and other representatives an irrevocable license to enter upon the Property for the purpose of making inspections and other examinations of the Property during the time the Escrow is open, including, but not limited to, the right to perform soil and geological tests of the Property and an environmental site assessment thereof. Buyer shall give Seller reasonable notice before going on the Property. Buyer does hereby indemnify and forever save Seller, Seller's heirs, successors and assigns, and the Property, free and harmless from and against any and all liability, loss, damages and costs and expenses, demands, causes of action, claims or judgments, whether or not arising from or occurring out of any damage to the Property as a result of any accident or other occurrence at the Property which is in any way connected with Buyer's inspections or non-permanent improvements involving entrance onto the Property pursuant to this Section. If Buyer fails to acquire the Property due to Buyer's default, this license shall terminate upon the termination of Buyer's right to purchase the Property. U15on termination of this license, Buyer shall remove or cause to be removed all Buyer's personal property, facilities, tools and equipment from the Property. 5/4//98 11087-00001 pmt 1480688.1 0 - 3 - Use. Warranties and Representations of Seller: Buyer's Indemnity for Future (a) Seller hereby represents and warrants to Buyer the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and shall survive the Close of Escrow: (i) That to Seller's best actual knowledge (i) on the Close of Escrow the Property shall be free and clear of any and all hazardous or toxic substances, materials, and waste, including, but not limited to, asbestos; (ii) the Property is in compliance with all applicable statutes and regulations, including environmental, health and safety requirements; (iii) all businesses on the Property have disposed of their waste in accordance with all applicable statutes, ordinances, and regulations; and (iv) Seller has no notice of any pending or threatened action or proceeding arising out of the condition of the Property or alleged violation of environmental, health or safety statutes, ordinance or regulations To this end, it is agreed that notwithstanding the conveyance of the Property to Buyer, Seller shall indenmify, protect, defend and hold harmless Buyer from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys' fees and costs, arising out of any claim for loss or damage to any property, including the Property, injuries to or death of persons, or for the cost of cleaning up the Property and removing hazardous or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity or agency requiring the clean-up of the Property, caused by or resulting from any hazardous material, substance or waste existing on, under or about the Property on the Close of Escrow. (ii) That Seller is the sole owner of the Property free and clear of all liens, claims, encumbrances, easements, encroachments from adjacent properties, encroachments by improvements or vegetation on the Property onto adjacent property, or rights of way of any nature, other than those that may appear on the title commitment. Seller shall not further encumber the Property or allow the Property or to be further encumbered prior to the Close of Escrow. (iii) Neither this Agreement nor anything provided to be done hereunder including the transfer of the Property to Buyer, violates or shall violate any contract, agreement or instrument to which Seller is a party, or which affects the Property, and the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto. (iv) There are no mechanics', materialmen's or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced prior to the date of this Agreement. Seller agrees to hold Buyer harmless from all costs, expenses, liabilities, losses, charges, fees, including attorney fees, arising from or 5/4//98 11087-00001 pmt 1480688.l 0 4 relating to any such lien or any similar lien claimed against the Property and arising from work performed or commenced prior to the Close of Escrow. (v) There are no written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and no persons have any right of possession to the Property or any part thereof. (vi) Seller has no knowledge of any pending, threatened or potential litigation, action or proceeding against Seller or any other Party before any court or administrative tribunal which is in any way related to the Property. (b) In addition to any indemnities existing by implication or operation of law, Buyer expressly hereby agrees to indemnify, protect, hold harmless, and defend Seller, its trustees, officers, employees, and agents from and against any and all liability, including without limitation (a) all foreseeable and unforeseeable consequential damages, directly or indirectly arising from the use, generation, storage, or disposal of hazardous materials by Buyer and (b) the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, to the full extent that such liability is attributable, directly or indirectly, to the present or use, generation, storage, release, threatened release, or disposal of hazardous materials by any person on the Property after the "Close of Escrow." Buyer's obligations under this indemnity shall survive the Close of Escrow. 10. FULL PAYMENT OF ALL OBLIGATIONS OF CITY. It is understood and agreed between Seller and Buyer that the payments made to Seller as set forth in this Agreement represent an all inclusive settlement and is full and complete payment for just compensation for the acquisition of all property interests pertaining to the Property and includes and satisfies any and all other payments, if any, which may be required by law to be paid to Seller arising out of the acquisition and displacement of the Seller and persons residing on the Property, and specifically includes, but is not limited to, claims for severance and other damages, attorney's fees, interest, expenses of litigation, expert's fees, precondemnation damages, inverse condemnation, owner participation rights under the Redevelopment Plan, relocation assistance and/or benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260, et seq.), and loss of business goodwill under the Eminent Domain Law, Code of Civil Procedure Section 1263.510, and all costs and expenses whatever in connection therewith. Seller hereby acknowledges that Buyer has advised Seller of the possible availability of such relocation assistance rights to Seller and that the waiver of all rights by Seller herein set forth as free and voluntary. 11. Buyer's Contingencies. For the benefit of Buyer, the Closing of Escrow and the Buyer's obligation to consummate the purchase of the Property shall be contingent upon and subject to the occurrence of all of the following (or Buyer's written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow: 5/4//98 11087-00001 pmt 1480688.1 0 - 5 - (a) That as of the Close of Escrow the representations and warranties of Seller contained in this Agreement are all true and correct. (b) The delivery of all documents pursuant to Section 4 hereof. (c) Title Company's commitment to issue in favor of Buyer of a CLTA Standard Coverage Owner's Policy of Title Insurance with liability equal to the Purchase Price showing Buyer's fee interest in the Property subject only to the Permitted Title Exceptions. (d) Buyer's approval prior to the Close of Escrow of any environmental site assessment, soils or geological reports, or other physical inspections of the Property or the underlying real property that Buyer might perform prior to the Close of Escrow. 12. Certification of Non-Foreil~n Status. Seller covenants to deliver to Escrow a certification of Non-Foreign Status in accordance with I.R.C. Section 1445, and a similar notice pursuant to California Revenue and Taxation Code Sections 18805 and 26131, prior to the Close of Escrow. 13. Default. In the event of a breach or default under this Agreement by either Buyer or Seller, the non-defaulting party shall have, in addition to all rights available at law or equity, the right to terminate this Agreement and the Escrow for the purchase and sale of the Property, by delivering written notice thereof to the defaulting party and to Escrow Holder, and if Buyer is the non-defaulting party, Buyer shall thereupon promptly receive a refund of all prior deposits, if any. Such termination of the Escrow by a non-defaulting party shall be without prejudice to the non-defaulting party's rights and remedies at law or equity. 14. Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered given upon the earlier of (a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day following deposit with an overnight carrier service. A copy of all notices shall be sent to Escrow Holder. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice: BUYER: City of Temecula 43200 Business Park Drive Temecula, California 92590 Attn: City Manager COPY TO: Richards, Watson & Gershon 333 So. Hope St., 38th Fl. Los Angeles, California 90071 Attn: Peter M. Thorson, Esq. 5/4//98 1108%00001 pmt 1480688.1 0 - 6 - SELLER: John H. Poole, Trustee John H. Poole Trust 2815 Pebble Drive Corona Del Mar, California 92625 COPY TO: Dirck J. Edge, Esq. Attorney at Law 27349 Jefferson Avenue, Suite 212 Temecula, California 92590 ESCROW HOLDER First American Title Company 3625 Fourteenth Street Riverside, CA 92502 15. Broker's Commissions, Seller shall pay all claims of brokers, agents or find- ers, licensed or unlicensed, and all claims of real estate or other consultants which exist or may arise as a result of Seller's actions with respect to the Property. Buyer shall not be liable for any such fees or claims and Seller shall indemnify Buyer, its officers, employees and agents, from any and all costs, liabilities or judgments, including attorneys' fees, incurred in defending or paying any such claims. Buyer represents and warrants that Buyer has not engaged the services of, and has not been represented by, any broker, agent or finder, licensed or unlicensed, with respect to the Property or the transaction reflected in this Agreement. 16. Further Instructions. Each party agrees to execute such other and further escrow instructions as may be necessary or proper in order to consummate the transaction contemplated by this Agreement. 17. Amendments. Any amendments to this Agreement shall be effective only when duly executed by Buyer and Seller and deposited with Escrow Holder. 18. Miscellaneous (a) Applicable Law. This Agreement shall be construed and interpreted under, and governed and enforced according to the laws of the State of California. (b) Entire A~reement. This Agreement supersedes any prior agreement, oral or written, and together with the Exhibits hereto and any agreements delivered pursuant hereto, contains the entire agreement between Buyer and Seller on the subject matter hereof. No subsequent agreement, representation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, shall be of any effect unless it is in writing and executed by the party to be bound thereby. No person is authorized to make, and by execution hereof Seller and Buyer acknowledge that no person has made, any representation, warranty, 5/4//98 11087-00001 pmt 1480688.1 0 - 7 - guaranty or promise except as set forth herein; and no agreement, statement, representation or promise made by any such person which is not contained herein shall be valid or binding on Seller or Buyer. (c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. (d) Time of Essence. The parties acknowledge that time is of the essence in this Agreement, notwithstanding anything to the contrary in the Escrow company's general Escrow instructions. (e) Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. (f) Interpretation and Construction. The parties agree that each party has reviewed and revised this Agreement and have had the opportunity to have their counsel and real estate advisors review and revise this agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association where ever the context so requires. The recitals and captions of the sections and subsections of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. (g) City Manager Authority. The City Manager is hereby directed and authorized to execute such other documents, including without limitation, escrow instructions and amendments thereto, certificates of acceptance, agreements for payments of lost rent, or certifications, as may be necessary or convenient to implement the terms of this Agreement. 19. Attorneys' Fees. If either party hereto incurs attorneys' fees in order to enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or because of a breach of this Agreement by the other party, the prevailing party, whether by suit, negotiation, arbitration or settlement shall be entitled to recover reasonable attorneys' fees from the other party. 20. Assil~nment. Buyer may assign its rights under this Agreement or may designate a nominee to acquire title to the Property, provided, however, that any such assignment or designation shall not relieve Buyer of any of its obligations under this Agreement. 5/4//98 11087-00001 pmt 1480688.1 0 - 8 - 21. Escrow Holder Need Not Be Concerned. Escrow Holder is not to be concerned with Section 8, 9, 10, and 15 hereof, and Buyer and Seller release Escrow Holder from liability or obligation as to Section 8, 9, 10, and 15 hereof. ///// IIIII 5/4//98 11087-00001 pmt 1480688.1 0 - 9 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. SELLER JOHN H. POOLE AND OLIVIA A. POOLE, AS TRUSTEES OF THE JOHN H. POOLE TRUST NO. 1, UNDER DECLARATION OF TRUST DATED DECEMBER 14, 1982, AS THEREAFTER AMENDED AND COMPLETELY RESTATED ON MAY 9, 1997 John H. Poole Olivia A. Poole 5/4//98 11087-00001 pmt 1480688.1 0 - 10 - BUYER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic: Karel Lindemans, Chairperson ATTEST: By Susan Jones, CMC Acting Secretary APPROVED AS TO FORM: By Peter M. Thorson Agency Counsel 5/4//98 11087-00001 prat 1480688.1 0 - i I - EXHIBIT "A" Legal Description of the Property M/L in Lots 9,10 & 11 BLK 29 MB015/726 SD TOWN OF TEMECULA Book 15 Page 726 922-046-020 5/4t/98 11087-00001 pmt 1480688.1 0 - 12 - Front St 0 MF,,o Units Subject Property RESOLUTION NO. RDA 98- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVEL- OPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "PURCHASE AND SALE AGREE- MENT AND ESCROW INSTRUCTIONS" FOR ACQUISITION OF CERTAIN REAL PROPERTY LOCATED AT THE NORTHWEST CORNER OF 2ND STREET AND FRONT STREET (APN 922-046-020) IN THE CITY OF TEMECULA THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Board of Directors of the Redevelopment Agency of the City of Temecul a hereby finds, determines and declares that: a. The Agency is currently implementing the Redevelopment Plan for Redevelopment Project No. 1--1988, originally approved by the Board of Supervisors of Riverside County on July 12, 1988 prior to incorporation of the City of Temecula and subsequently approved and transferred to the Redevelopment Agency of the City of Temecula on April 9, 1991 (the "Plan"). b. The Agency proposes to purchase the property described in the "Purchase and Sale Agreement and Escrow Instructions" attached hereto as Exhibit A. and located generally at the north west corner of 2nd Street and Front Street in the City of Temecula (APN 922-046-020) for redevelopment purposes consistent with the Agency authority under the Plan and the Community Redevelopment Act, Health and Safety Code Section 33000 et seq. c. The Agreement is consistent with the Plan and with the Implementation Plan adopted by the Agency. d. The Agency Board has duly considered all terms and conditions of the proposed Agreement and believes that such agreement is in the best interests of the Agency and City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. e. This action is being undertaken pursuant to the Plan for which a full and complete Environmental Impact Report was prepared and certified prior to adoption of the Plan. Moreover the acquisition of property by itself will have no impact on the environment as it is simply the change in ownership of the property without a change in the physical condition of the property. None of the conditions described in 14 Cal. Admin. Code R:\OLDTOWN~POOLE.RES 5/11/98 jrm § 15162 are found to exist. Therefore, pursuant to the provisions of CEQA and, specifically, 14 Cal. Admin. Code § § 15162 and 15180, neither a subsequent nor a supplemental Environmental Impact Report is required for the subject agreement. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecul a hereby approves that certain "Purchase and Sale Agreement and Escrow Instructions" between the Redevelopment Agency of the City of Temecula, a public body corporate and politic, and the Job n H. Poole and Olivia A. Poole as Trustees of the John H. Poole Trust No. 1 Under Declaration of Trust Dated December 14, 1982 as Thereafter Amended and Completely Restated on May 9, 1997, which Purchase Agreement is dated as of May 12, 1998, with such changes mutually agreed upon by the Developer and the Agency Executive Director as are minor and in substantial conformance with the form of such Agreement as have been submitted herewith. The Chairperson of the Agency are hereby authorized and directed to execute the Agreement on behalf of the Agency. PASSED, APPROVED AND ADOPTED by the Board of Directors of the Redevelopment Agency of the City of Temecula on May 12, 1998. Karel F. Lindemans, Chairperson ATTEST: Susan W. Jones, CMC Acting Agency Secretary/City Clerk [SEAL] R:\OLDTOWN\POOLE.RES 5/11/98 jrm STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA SS I, Susan W. Jones, Acting Secretary of the Redevelopmere Agency, do hereby certify that the foregoing Resolution No. RDA 98- was duly and regularly adopted by the Board of Directors of the Temecula Redevelopmere Agency at a regular meeting thereof held on the 12 th day of May , 1998, by the following vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: Susan W. Jones, CMC Acting Agency Secretary/City Clerk R:\OLDTOWN\POOLE.RES 5/11/98 jrm WINCHESTER HILLS FINANCING AUTHORITY ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA WINCHESTER HILLS FINANCING AUTHORITY APRIL 28, 1998 A regular meeting of the City of Temecula Winchester Hills Financing Authority was called to order at 8:27 P.M., at the City Council Chambers, 43200 Business Park Drive, Temecula, California. Chairman Comerchero presiding. PRESENT: 5 AUTHORITY MEMBERS: Ford, Lindemarts, Roberts, Stone, and Comerchero. ABSENT: 0 AUTHORITY MEMBER: None. Also present were Executive Director Bradley, City Attorney Thorson, and Acting City Clerk Jones. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Minutes 1.1 Approve the minutes of April 14, 1998 2. Second Reading of Ordinance No. WHFA 98-01 2.1 Adopt an Ordinance entitled: ORDINANCE NO. WHFA 98-01 AN ORDINANCE OF THE BOARD OF DIRECTORS OF THE WINCHESTER HILLS FINANCING AUTHORITY LEVYING SPECIAL TAXES WITHIN THE WINCHESTER HILLS FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 98-1 (WINCHESTER HILLS) MOTION: Authority Member Stone moved to approve Consent Calendar Item Nos. 1 and 2. The motion was seconded by Authority Member Lindemans and voice vote reflected unanimous approval. EXECUTIVE DIRECTOR'S REPORT None. Minutes. WH FA~042898 1 Temecula Winchester Hills Financino Authoritv 042898 AUTHORITY MEMBERS' REPORTS None. ADJOURNMENT At 8:28 P.M., the Temecula Winchester Hills Financing Authority meeting was formally adjourned to Tuesday, May 12, 1998, at 7:00 P.M., City Council Chambers, 43200 Business Park Drive, Temecula, California. ATTEST: Jeff Comerchero, Chairman Susan W. Jones, CMC Acting City Clerk/Authority Secretary Minutes.WHFA~042898 2 COUNCIL BUSINESS ITEM 16 APPROVAL ~ CITY ATTORNEY DIRECTOR OF FINANCE ~ CITY MANAGER ,~-- CITY OF TEMECULA AGENDA REPORT TO: City Council FROM: Ronald E. Bradley, City Manager DATE: May 12, 1998 SUBJECT: Public Facilities Deposits PREPARED BY: Allie Kuhns, Senior Management Analyst RECOMMENDATION: That the City Council adopt the following resolution: RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE AMOUNT TO BE PAID FOR MITIGATION OF IMPACTS ON PUBLIC FACILITIES FROM NON- RESIDENTIAL DEVELOPMENTS FOR WHICH DEPOSITS WERE PAID TO THE CITY BACKGROUND: This issue was presented to the City Council on March 31, 1998. During its March 31, 1998 meeting, Council voted to have a subcommittee consider the appropriate amount to be paid for purposes of mitigating impacts on public facilities by developers who have already paid deposits to the City as a condition of approval of their developments and bring its recommendation back to the Council. Councilmembers Jeff Stone and Jeff Comerchero were assigned to this subcommittee. The City currently holds 77 deposits. Three of these deposits are to be refunded in full to the non-profit agencies from which they were collected. Of the remaining 74 deposits, 16 partial refunds would be made if the Council applies the existing development impact fee (DIF) formula to the property because the deposits exceed the adopted DIF for the property. Various scenarios were provided to the members of the subcommittee for their consideration as follows: B. C. D. E. Based on Adopted Fees with no Adjustments Based on Adopted Fees with Sliding Scale for Economic Adjustments Based on Adopted Fees with Adjustments for Economic Impacts Phased and Based on Adopted Fees with no Adjustments Phased and Based on Adopted Fees with Adjustments for Economic Impacts The final versions of the spreadsheets for each of the above scenarios are provided as Attachment B. Note: The phasing in scenarios D and E ranges from 65% to 95% of the adopted fee, in increments of 5% per year. Previous phasing scenarios ranged from 30% to 90% of the adopted fee, in increments of 10% per year. After three meetings, the subcommittee determined that the most equitable means for handling the public facilities deposits is to apply the existing DIF formula, and to provide adjustments for economic impacts (Scenario C above). Although the subcommittee did not agree on the total amount of fees to be collected, it agreed that the methodology applied was fair to all developers concerned and would allow the City to recoup funds necessary to mitigate some of the impacts on public facilities created by the development projects. FISCAL IMPACT: If the deposits are reconciled in accordance with the recommended schedule (Scenario C), then the net amount due to the City will be $1.37 million. This amount may be reduced if developers who are part of an assessment district (e.g., Vail Ranch LTD/Payless) apply for further fee reductions on a case by case basis in accordance with City policy. Additionally, this schedule provides for 19 refunds (including the three non-profits) totaling $79,590 to be paid to those developers who would have been entitled to a refund if the adopted fees were applied to their development. Attachments: A. Resolution No. 98- B. Proposed Public Facilities Mitigation Fee Scenarios RESOLUTION NO. 98- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING THE AMOUNT TO BE PAID FOR MITIGATION OF IMPACTS ON PUBLIC FACILITIES FROM NON-RESIDENTIAL DEVELOPMENTS FOR WHICH DEPOSITS WERE PAID TO THE CITY THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: SECTION 1. The City Council finds, determines, and declares that: a. Prior to the adoption of development impact fees in May 1997, the City of Temecula entered into contractual agreements with developers of non-residential development within the City. Under these agreements, developers agreed to pay deposits of $2 per square foot not to exceed a total deposit of $10,000 for each development. b. The California Supreme Court, in Russ Bldg. Parmership v. City and County of San Francisco, 44 Cal.3d 839 (1988), held that it was proper for a city to condition development on the payment of mitigation fees, the amount of which is to be adopted by the city at a later date. d. The purpose of requiring the payment of mitigation fees is to ensure that developers pay their fair share of the cost of public facilities necessitated by development. e. The City Council hereby determines that the impacts on public facilities created by non-residential development have been mitigated substantially by the economic benefits derived from such development. f. The City Council therefore has determined that the mitigation fees due from such development shall be adjusted on account of general fund revenue generated by such development, a percentage of which has been used for public facilities. SECTION 2. The City Council hereby adopts the amounts set forth in Exhibit A, attached hereto and incorporated herein by this reference, as the amounts due pursuant to the contractual agreements between the City and developers of non-residential development regarding public facilities mitigation. SECTION 3. a. Any developer who is obligated to pay the amounts set forth in Exhibit A may apply for a further fee reduction in the manner set forth in Section 15.06.050 of the Temecula Municipal Code, except that any applications for a fee reduction pursuant to this Resolution must be made within ninety (90) days after the adoption of this Resolution. Resos\98- 1 b. To the extent that the amount of the deposit paid to the City by a developer is greater than the amount set forth in Exhibit A, the City Manager is authorized and directed to refund the excess amount to the developer. c. The City Manager is hereby authorized to enter into and execute such further agreements and documents, including adopting a payment schedule for developers who are obligated to pay additional public facilities mitigation fees, as are necessary or convenient to implement this Resolution. PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 12th day of May, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC Acting City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting City Clerk of the City of Temecula, California, do hereby certify that Resolution No. 98- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 12th day of May, 1998, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: C OUNCILMEMBERS: Susan W. Jones, CMC Acting City Clerk Resos\98- 2 CI AA A A A A A O= ~0 mm z U.. 0 z ~ g8~ ~ ~ 8g~ 8 8~ 888888 g8 88~88 8~ ~ ~ ~"888 ~DDD~8~8~D~888 8 ~8~ ~ D88~ 8~88~8 88 ~888~ 0~ E 0 0 o n 'E'~'De '~ 'E'D'E 'D'D 'D'D'D'~ '~ '-'~e 'D '~'n '~ '~'~ '~'-'D '~'D'~'~'D ms illEEEE E~iEEE~EEiEEEEiE iEEEEiE~EEi E~EEEEiEEEiEEEEEEi '~'='~ E E E~ ~Zt~{ ~ E ~'~E E EEi{ iE E~'= E~ EEi E'= E~E~E EE'= E EE E~E'=  ~ o o~ o ~ ~ m ~ ~ ~ ~ ~ m u~ o~vo ~ o o~ o o~ o~ ===800. o==~=8~=8888=8 ~88..=8=88= o=o..o=o8o=88oo.o= a oooo~ooooooooooooo~oo~oo~o~o~oo~o~o~oo oo~82~8So~=~Gg~o=8~~°~ 8~8~~°°= ~§ a =oo 8~8 ~oo~oo~oo~oooo~oo~oo~oo o°°°~ ~d~K~dd~d~dddddd~dd~d~d~ =88o~888o~o8 m~m EEE~ ERE~ § E~EE~ Z 0 On' I-0 L~ 0o o w w 0 ~0~000 ~0 ~0~0~0 E'~ E'~ E E~ ==cO 0 ty n~rY~ntYrY~n ~ o ~ 0· Z ,-~ ~= W UJ on, ~-o u. 13 oo 0 0~0~00~0~0~0~000~0~00~0 0 UJ" z 0 Z ~EEEEEE~ EEE~EE~EEE Em E EE'~ E E'~ E E E E~ E o ~ o~ooo ~ o88=8o~ooo 8~8 E~EEEE~ E'~EERO= ~o 00 ~ ITEM 17 DIR. MANAGER CITY CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Council Ronald E. Bradley, City Manager May 12, 1998 Issuance of Refunding Bonds for Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) RECOMMENDATION: 1) That the City Council adopt a resolution entitled: RESOLUTION NO. 98-__ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE OF SPECIAL TAX REFUNDING BONDS OF THE CITY FOR AND ON BEHALF OF THE COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND AN ESCROW AGREEMENT, APPROVING SALE OF SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS 2) That the City Council approve Amendment No. 2 to an agreement with Bruce W. Hull & Associates, Inc. for an appraisal of certain properties within CFD 88-12 for an amount of $3,625. DISCUSSION: The County of Riverside (the "County") established the Community Facilities District No. 88-12 of the County of Riverside (Ynez Corridor) (the "District") in 1989 to finance the acquisition of a park site and improvements to Ynez Road, the Overland Drive overcrossing and other related water, sewer and public improvements. The District was authorized to issue up to $60,000,000 of special tax bonds to finance the improvements. The City was incorporated on December 1, 1989, and the District is located wholly within the boundaries of the City. In 1992, the County issued special tax bonds for the District in the principal amount of $18,325,000 (the "Bonds") to finance a portion of the improvements. The City entered into an agreement with the property owners in the District to rebate certain sales taxes paid by the property owners to offset all or a portion of the special taxes paid by the property owners which are levied in the District to repay the bonds. The City constructed a portion of the R.' INO R TONL IA GEND A Sl CFD A GNDA I CFD 8812. A GN improvements financed with bond proceeds, and has administered the sales tax agreement since its execution. On July 22, 1997, the City Council adopted a resolution requesting that the County transfer governance of the District to the City, and on October 28, 1997, the City Council adopted a resolution approving a revised draft of an Agreement for Transfer for the District. Under the terms of the Agreement for Transfer, the transfer became effective as of December 1, 1997. Under current conditions in the financial markets, the Bonds can be refunded resulting in a substantial savings in debt service costs in an amount of approximately $1.8 million to the District. City staff and consultants have been working with property owners in the District to resolve outstanding special tax delinquencies and to obtain information relative to the preparation of a bond disclosure document to be used to issue refunding bonds the proceeds of which would be used to refinance the bonds. The various documents necessary for the refinancing are now in substantially final form and it is appropriate at this time for the City Council to authorize the issuance of the refunding bonds and to approve the various documents to be used in connection therewith, so that the refinancing can proceed. The issuance of the refunding bonds will result in debt service savings to the District. The refunding bonds will be special, limited obligations payable solely from special taxes levied on property in the District and moneys held under the refunding bond documents. The refunding bonds will in no way be general obligations of the City. All administrative costs of the District will be paid from the proceeds of the Special Taxes levied in the District. Staff recommends that the City adopt the resolution listed above, which includes authorization to issue the refunding bonds and to execute the documents necessary to complete the refinancing. On January 13, 1998, the City Council approved an amended agreement with Bruce W. Hull & Associates, Inc. to perform the appraisal of certain properties within the CFD 88-12 to determine current property values and the resulting property value to debt ratio for the CFD bond issuance (refunding) in a total amount of $29,000. Due to the recent land sales activity and increased land values additional appraisal work is required in an amount not to exceed $3,625. Staff recommends the approval of amendment No. 2 to the agreement with Bruce W. Hull & Associates for a total contract amount of $32,625. FISCAL IMPACT: The bonds will not be general obligations of the City or the Redevelopment Agency, but will be limited obligations, payable solely from special taxes levied on land in the community facilities district. Attachments: Resolution No. 98- Purchase Contract Continuing Disclosure Agreement\ Preliminary Official Statement Fiscal Agent Agreement Escrow Agreement Form of Opinion of Bond Counsel Amendment No. 2 to Agreement R : i NOR TO NL IA GEND A SI CFDA GNDA i CFD,~' I 2.A GN RESOLUTION NO. 98-_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE OF SPECIAL TAX REFUNDING BONDS OF THE CITY FOR AND ON BEHALF OF THE COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND AN ESCROW AGREEMENT, APPROVING SALE OF SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, the Board of Supervisors (the "Board") of the County of Riverside (the "County") has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), to form the Community Facilities District No. 88-12 of the County of Riverside (Ynez Corridor) (the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, the Board, as the then legislative body of the District, authorized the issuance of bonds for the District in the original principal amount of $18,325,000 designated Community Facilities District No. 88-12 of the County of Riverside (Ynez Corridor) Series 1992 Special Tax Bonds (the "Prior Bonds"), the Prior Bonds having been issued on June 4, 1992, pursuant to the Act and Resolution No. 92-157 of the Board; and WHEREAS, the City Council and the Board have entered into an agreement transferring the governance of the District to the City Council which became effective on December 1, 1997, and the City Council is now the legislative body for the District and, pursuant to the Act and such agreement, the District is now known as the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor); and WItEREAS, the City Council has determined that due to favorable interest rates, it is in the best interests of the City and the District that the Prior Bonds be refunded; and WItEREAS, there has been submitted to the City Council a fiscal agent agreement (the "Fiscal Agent Agreement") providing for the issuance of special tax refunding bonds of the City (the "Bonds"), for and on behalf of the District, and the City Council, with the aid of its staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and WHEREAS, there has been presented to the City Council an escrow agreement (the "Escrow Agreement"), providing for the creation of a refunding fund which will be used to refund and redeem the Prior Bonds and the City Council now desires to approve such agreement in connection with the refunding of the Prior Bonds; and R: ~240R TONL M G ENDA S[CFDA GNDA ICFDRES. A GN WHEREAS, the City proposes to sell the Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to the terms of a Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means a preliminary official statement (the "Preliminary Official Statement"); and %~IF_,REAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended; and WI-IE~REAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Temecula as follows: 1. Issuance of Bonds; Approval of Fiscal Agent Agreement and Escrow Agreement. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax refunding bonds of the City for the District designated as "Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A" in an aggregate principal amount not to exceed $19,000,000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. In furtherance of the issuance of the Bonds, the City Council hereby makes the following findings and determinations: (i) it is prudent in the management of the fiscal affairs of the City, the City Council and the District to issue the Bonds for the purpose, inter alia, of refunding the Prior Bonds, (ii) the total net interest cost to maturity on the portion of the Bonds being issued to refund the Prior Bonds plus the principal amount of the portion of the Bonds being issued to refund the Prior Bonds will not exceed the total net interest cost to maturity on the Prior Bonds plus the principal amount of the Prior Bonds, and (iii) the Bonds are in compliance with the City's Goals and Policies for Community Facilities Districts, adopted on July 22, 1997. The principal amount of the Bonds will be less than one third of the value of the property in the District subject to the levy of the special taxes authorized under the Act, as confirmed in the appraisal of Bruce W. Hull & Associates, Inc. dated March 25, 1998. The City Council hereby approves the Fiscal Agent Agreement in the form on file with the City Clerk. The City Manager is hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the City and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the City Manager upon consultation with Bond Counsel and the City Attorney. The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The City Council hereby authorizes the delivery and performance by the City of the Fiscal Agent Agreement. For purposes of Section 53363.2 of the Act, (i) it is expected that the purchase of the Bonds will occur on or after June 17, 1998, (ii) the date, denomination, maturity R:WORTONLMGENDAS~CFDAGNDAICFDRE$.AGN dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be three percent (3 %) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the Prior Bonds shall be as set forth in the fiscal agent agreement for the Prior Bonds; and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the Fiscal Agent Agreement, in the Official Statement for the Bonds and the closing certificates for the Bonds, including Bond Counsel fees and expenses, Underwriteifs discount, printing costs for the Official Statement, escrow verification costs, initial fiscal agent fees, and costs of City staff incurred in connection with the sale and issuance of the Bonds. The City Council hereby approves the refunding of the Prior Bonds with the proceeds of the Bonds, in accordance with the provisions of the documents pursuant to which such Prior Bonds were sold and delivered, and the Escrow Agreement, between the City and the Fiscal Agent for the Prior Bonds. The City Council hereby approves the Escrow Agreement in the form on file with the City Clerk. The City Council hereby authorizes and directs the City Manager to execute and deliver the final form of the Escrow Agreement for and in the name and on behalf of the City, in such form, together with any changes therein or additions thereto deemed advisable by the City Manager upon consultation with Bond Counsel and the City Attorney. The City Council hereby authorizes the delivery and performance by the City of the Escrow Agreement. 2. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter or its order in accordance with written instructions executed on behalf of the City by the City Manager, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter or its order in accordance with the Bond Purchase Contract, upon payment of the purchase price therefor. 3. Sale of the Bonds.' The City Council hereby approves the sale of the Bonds to the Underwriter. The Bond Purchase Contract, in the form on file with the City Clerk, be and the same is hereby approved, and the Finance Director (or, in his absence, the City Manager) is hereby authorized and directed to execute the Bond Purchase Contract in said form, with such changes, insertions and omissions as may be approved by such official, provided that the aggregate principal amount of the Bonds does not exceed the amount set forth in Section 1, the net interest cost on the Bonds does not exceed 7.0%, the Underwriter's discount on the Bonds (without regard to any original issue discount) does not exceed 3.0% and the requirements of clause (ii) of the second paragraph of Section 1 are met. The City Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Contract will result in a lower overall cost. 4. Official Statement. The City Council hereby approves the Preliminary Official Statement in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by the Finance Director. The City Council authorizes and R: WOR TONL ~1 G ENDA SICFDA GNDA 1CFDRES. A GN directs the Finance Director, on behalf of the City and the District, to deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to their distribution by the Underwriter. The Underwriter, on behalf of the City and the District, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds. The Finance Director is authorized and directed to assist the Underwriter in causing the Preliminary Official Statement to be brought into the form of final official statement (the "Final Official Statement"), and the City Manager is hereby authorized and directed to execute said Final Official Statement and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and do not, as of the date of delivery of the Bonds, contain any untrue statement of material fact or omit to state material facts required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution and delivery by the City of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Finance Director and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the City. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. 5. Official Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds and the refunding of the Prior Bonds, in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. 6. Effective Date. This resolution shall take ef/L~ct from and after its adoption. R: ~V OR T ONL M GENDA SICFDA GARDA 1CFDRES. A GN PASSED, APPROVED, AND ADOPTED, by the City Council of the City of Temecula this 12th day of May, 1998. ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC Acting City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Acting City Clerk of the City of Temecula, California, do hereby certify that Resolution No. __ was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 12th day of May, 1998, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Susan W. Jones, CMC Acting City Clerk R: ~/OR TONL M GENDA SICFDA GNDA ~CFDRES. A GN $ COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (~N~:Z COgm~Oa) 1998 SPECIAL TAX BONDS PURCHASE CONTRACT , 1998 City of Temecula 43174 Business Park Drive Temecula, California 92590 Ladies and Gentlemen: The undersigned, Stone & Youngberg LLC, as underwriter (the "Underwriter"), offers to enter into this Purchase Contract (the "Purchase Contract") with the City of Temecula (the "City"), for and on behalf of Community Facilities District No. 88-12 of the City of Temecula (the "District") which, upon acceptance by the City, will be binding upon the City and the Underwriter. This offer is made subject to the City's acceptance on the date hereof, and if not so accepted will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Fiscal Agent Agreement dated as of June 1, 1998 (the "Fiscal Agent Agreement") by and between the City, for and on behalf of the District, and U.S. Bank Trust National Association, as fiscal agent (the "Fiscal Agent"). 1. Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) 1998 Special Tax Bonds (the "Bonds"), dated May 1, 1998, in the aggregate principal amount of $ , bearing interest (payable commencing September 1, 1998, and semiannually thereafter on March 1 and September 1 in each year) at the rates of interest, and maturing on the dates and in the amounts, as set forth in Exhibit A attached hereto and incorporated herein by this reference. The purchase price for the Bonds shall be $ (representing the principal amount of the Bonds, less an underwriter's discount of $ ). DOCSLAl:219807.4 40484-38-JK2-05/1/98 3:50 PM The Bonds shall be as described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement. The Bonds, and interest thereon, will be payable from and secured by a first pledge of all of the special taxes (the "Special Taxes") levied and collected in accordance with the Mello-Roos Community Facilities Act of 1982 (constituting Sections 53311 et. seq. of the California Government Code) (the "Act"), the Fiscal Agent Agreement and the Kate and Method of Apportionment of Special Tax (the "Rate and Method") for the District, together with proceeds collected from the redemption or sale of property sold as a result of the foreclosure of the lien of the Special Taxes, but excluding any interest or penalties collected in excess of the interest due on the Bonds (collectively, the "Special Tax Kevenues"), and other amounts deposited in certain funds as provided under the Fiscal Agent Agreement. Proceeds of the sale of the Bonds will be used to (1) refund the outstanding Community Facilities District No. 88-12 of the County of Riverside (Ynez Corridor) Series 1992 Special Tax Bonds (the "Prior Bonds"), (2)fund a reserve fund for the Bonds, and (3) pay the costs of issuing the Bonds. (b) The Preliminary Official Statement, dated' , 1998 relating to the Bonds, together with the cover page and all appendices thereto, is herein called the "Preliminary Official Statement." The City hereby ratifies the use by the Underwriter of the Prelimi.nary Official Statement and authorizes the Underwriter to use and distribute the Preliminary Official Statement, the Official Statement (as defined below), the Fiscal Agent Agreement, the Continuing Disclosure Agreement (as defined below), the Escrow Agreement (as defined below) and this Purchase Contract, and all inforrffation contained therein, in connection with the offer and sale of the Bonds by the Underwriter. The term "Official Statement" shall mean the Preliminary Official Statement, as modified with the prior approval of the Underwriter and the City, for use by the Underwriter in connection with the sale of the Bonds. (c) Subject to preparation of the Official Statement with the assistance of the Underwriter, the City shall deliver or cause to be delivered to the Underwriter promptly after acceptance hereof copies of the Official Statement. The City shall deliver as many copies of the Official Statement to the Underwriter as are reasonably requested by the Underwriter in order to comply with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ("Ru. le 15c2- 12"). The City shall deliver these copies to the Underwriter within seven (7) business days after the execution of this Purchase Contract. (d) At 8:00 o'clock A.M., California time, on , 1998, or at such other time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the "Closing Date"), the City shall deliver to the Underwriter, at a location or locations acceptable to the City and the Underwriter, the Bonds in book-entry form (all Bonds being printed or typed and having had the CUSIP numbers assigned to them thereon), duly executed as provided in the Fiscal Agent Agreement, and the other documents herein mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this section in immediately available funds (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be made available to the Underwriter, or its designee, not later than two business days before the Closing Date for purposes of inspection. Upon initial issuance, the ownership of such Bonds shall be registered in DOCSLAl:219807.4 40484-38-JK2-05/1/98 3:50 PM 2 the registration books kept by the Fiscal Agent in the name of Cede & Co., as the nominee of The Depository Trust Company. 2. Representations, Warranties and Agreements of the City. The City hereby represents and warrants to and agrees with the Underwriter that: (a) The City is a general law city duly organized and existing under the constitution and laws of the State of California (the "State"); (b) The City has duly authorized the transfer of governance of the District from the County of Riverside (the "County") to the City pursuant to Resolution No. __ adopted by the City Council of the City (the "City Council") on , 1997, all conditions to such transfer have been satisfied and the transfer of jurisdiction of the District from the Board of Supervisors of the County to the City Council has become effective in accordance with the Act; (c) The District is duly organized and validly existing as a community facilities district under the laws of the State, including the Act; (d) The City has, and at the Closing Date will have, full legal right, power and authority (i) to execute, deliver and perform its obligations under this Purchase Contract, the Fiscal Agent Agreement, the Continuing Disclosure Agreement, dated as of June 1, 1998, (the "Continuing Disclosure Agreement") among the City, MBIA MuniFinancial Services, Inc., as dissemination agent, and the Fiscal Agent, and the Escrow Agreement, dated as of June 1, 1998, (the "Escrow Agreement" and, together with this Purchase Contract, the Fiscal Agent Agreement and the Continuing Disclosure Agreement, the "City Documents"), between the City and U.S. Bank Trust National Association, as escrow bank, and to carry out all other transactions on its part contemplated by the City Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Fiscal Agent Agreement as provided herein, (iii) to secure the Bonds in the manner contemplated in the Fiscal Agent Agreement, and (iv) to carry out, give effect to and consummate the transactions on its part contemplated by the Bonds and the City Documents, and the City and the City Council have complied with all provisions of applicable law, including the Act, in all matters relating to such transactions; (e) The City is, and at the Closing Date will be, in compliance in all respects with its obligations under the City Documents and the Act; (f) Resolution No. - , adopted by the City Council on May 12, 1998 (the "Resolution") was duly and validly adopted at a regularly held meeting of City Council, has not been amended, modified or rescinded since its respective date of adoption and is in full force and effect; (g) The City Council, acting as legislative body of the District, has duly authorized (i) the execution, delivery and due performance by the City of its obligations under the Bonds and the City Documents, (ii) the delivery and use of the Preliminary Official Statement and the execution, delivery and use of the Official Statement, and (iii) the taking of any and all action on the part of the City as may be necessary to carry out, give effect to and consummate the DOCSLAl:219807.4 40484-38-JK2-05/1/98 3:50 PM 3 transactions on the part of the City contemplated by the City Documents and the Official Statement; (h) At the Closing Date, the Bonds and the City Documents (assuming due authorization, execution and delivery by the other parties thereto, where necessary) will constitute the valid, legal and binding obligations of the City, enforceable against the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought; (i) The adoption of the Resolutions and the execution and delivery by the City of the Bonds and the City Documents, and compliance by the City with the provisions hereof and thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decre.e or order, or under any loan agreement, note, resolution, indenture, contract agreement or other instrument to which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the City to perform its obligations under the Bonds or the City Documents; (j) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations under the Bonds or the City Documents, have been obtained and are in full force and effect; provided that no representation is made as to any necessary "blue sky" filings; (k) The City has deemed the Preliminary Official Statement to be near final as of the date of the Preliminary Official Statement, as required by Rule 15c2-12. As of the date hereof, the information contained in the Preliminary Official Statement does not and, on the Closing Date, the information in the Official Statement will not, contain any untrue statement of a matedhal fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (1) If between the date of this Purchase Contract and the date 90 days following the end of the "underwriting period" (as defined in Rule 15c2-12) an event occurs, of which the City has knowledge, which might or would cause the information in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City will notify the Underwriter, and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriter in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Underwriter, provided all expenses thereby incurred for such preparation will be paid for by the City; DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM 4 (m) Except as described in the Preliminary Official Statement, and except as shall be described in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or, to the knowledge of the City, is threatened, in any way affecting the existence of the City or the titles of the City's officers to their respective offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax or the proceeds thereof pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Resolutions, the Bonds or the City Documents, or any material action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to the Resolutions, the Bonds or the City Documents or any action of the City contemplated by any of said documents that would have a material adverse effect on the City's ability to perform its obligations under the Bonds or the C)ty Documents, or which would adversely affect the exclusion of interest paid on the Bonds from gross income tax for federal income tax purposes or the exemption thereof from California personal income taxation, nor to the knowledge of the City is there any basis therefor; (n) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the City shall not be required to register as a dealer or a broker of securities or consent to service of process or register as a foreign corporation in any such state or jurisdiction; (o) Any certificate signed by any person on behalf of the City authorized to do so and delivered by the City to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein; (p) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon; (o0 The City will not knowingly take or omit to take any action, which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner other than as provided in the Fiscal Agent Agreement or which would cause the interest on the Bonds to be includable in gross income for federal income tax purposes; (r) The City will undertake, pursuant to the Fiscal Agent Agreement and the Continuing Disclosure Agreement, to provide annual reports and notices of certain events, if material, a description of which undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement, which description may take the form of the full text of the Continuing Disclosure Agreement; DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM 5 (s) The Bonds are payable as provided in the Fiscal Agent Agreement. The City intends to cause the Special Taxes to be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes and, under the terms of the Act, the Special Taxes are currently subject to the same penalties in case of delinquency as provided for ad valorem taxes; (t) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and the moneys in the Bond Fund, the Reserve Fund and the Special Tax Fund, subject in all cases to the provisions of the Fiscal Agent Agreement permitting application thereof for the purposes and on the terms and conditions set forth therein', and (u) Except as disclosed in the Preliminary Official Statement, and as will be disclosed in the Official Statement, there are no delinquencies in the Special Taxes due and payable on the property in the District. 3. Conditions to the Obligation of the Underwriter. The obligation of the Underwriter to accept delivery of' and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of' the statements of the officers and other officials of the City and other persons and entities made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to th'e following additional conditions (any of which may be waived by the Underwriter): (a) At the Closing Date, the City Documents, the Resolutions and any other applicable agreements shall be in full force and effect,' and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of Quint & Thimmig LLP, Bond Counsel for the City, shall be necessary and appropriate; (b) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: (1) legislation shall have been enacted by the United States or the State of California or shall have been reported out of committee or be pending in committee, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or a ruling shall have been made or a regulation or a temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States or the Internal Revenue Service, with respect to Federal or California taxation upon interest received on obligations of the general character of the Bonds, DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM 6 which in the reasonable opinion of the Underwriter materially adversely affects the market for the Bonds; (2) the occurrence of any outbreak of hostilities or other national or international calamity or crisis, or the escalation of an existing national or international calamity or crisis, the effect of such outbreak, calamity or crises on the financial markets of the United States being such as would make it impracticable, in the reasonable opinion of the Underwriter, for the Underwriter to sell the Bonds; (3) a general suspension of trading on the New York Stock Exchange or other minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or any other exchange, whether by virtue of a determination by the New York Stock Exchange or such other exchange or by orders of the Securities and Exchange Commission or any other governmental authority; (4) declaration of a general banking moratorium shall have been declared by either Federal, California or New York authorities having jurisdiction and be in force; (5) establishment of any new restrictions on securities materially affecting the free market for securities (including the imposition of any limitations on interest rates) or the charge to the net capital requirements of the Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or state agency or the Congress of the United States, or by Executive Order; (6) legislation enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Fisdal Agent Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement, is or would be in violation of the Federal securities laws as amended and then in effect; (7) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City, its property, income or securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the City, to issue the Bonds and levy the Special Tax as contemplated by the Fiscal Agent Agreement, the Rate and Method, and the Official Statement; (8) any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM 7 contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (9) the entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within the District or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects the proposed development within the District; (c) On or prior to the Closing Date, the Underwriter shall have received counterpart originals, or certified copies, of the following documents, in each case satisfactory in form and substance to the Underwriter: (1) Executed copies of each of the City Documents and the Official Statement and any and all documentation contemplated thereby; (2) Certified copies of the Resolutions; (3) An approving opinion, dated the Closing Date and addressed to the City, of Quint & Thimmig LLP, Bond Counsel for the City, in form and substance as attached as Appendix D to the Official Statement, together with a letter from such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it; (4) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Quint & Thimmig LLP, Bond Counsel for the City, in substantially the form attached hereto as Exhibit B; (5) An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney, in form and substance acceptable to the Underwriter to the effect that: (i) the City is duly organized and validly existing as a general law city under and by virtue of the Constitution and laws of the State, with full legal right, power and authority to adopt the Resolutions; (ii) the District is a community facilities district duly organized and validly existing under the laws of the State and the Act; (iii) the Resolutions were duly adopted at a meeting of the City Council which was called and held pursuant to law and at which a quorum was present and acting throughout; DOCSLAl:219807.4 40484-38-JK2-05/1/98 3:50 PM 8 (iv) the preparation and distribution of the Preliminary Official Statement and the Official Statement and the execution and delivery of the Bonds, the City Documents and the Official Statement have been duly approved by the City; (v) [the City, on behalf of the District, has duly and validly executed and delivered the Bonds and the City Documents, and the Bonds and the City Documents, assuming the execution and delivery thereof by the other parties thereto, constitute the legal, valid and binding obligations of the City, enforceable against the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought;] (vi) no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or, to such counsel's best knowledge, threatened, in any way affecting the existence of the City or the District or the titles of the elected officials and officers of the City or the District to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Taxes to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the City Documents or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to the Bonds, the City Documents or any action on the part of the City contemplated by any of said documents, wherein an unfavorable decision, ruling, or finding could materially adversely affect the validity or enforceability of the Bonds or the City Documents or the ability of the City to perform its obligations thereunder; (vii) the execution and delivery of the Bonds and the City Documents, and compliance with the provisions of each, will not conflict with or constitute. a breach of or default under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, contact, agreement or other instrument to which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the City to perform its obligations under the Bonds or the City Documents; (viii) [all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction, which would constitute a condition precedent to, or the absence of which would materially adversely affect, the ability of the City to perform its obligations under the Bonds or the City Documents, have been obtained or made, as the case may be, and are in full force and effect;] and (ix) [based upon information made available to such counsel in the course of its participation in the transaction, and without having undertaken to determine independently or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to attention of such counsel DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM 9 which has led such counsel to believe that the Official Statement (excluding therefrom the financial and statistical data included in the Official Statement, as to which no opinion need be expressed) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect.] (6) An opinion of Orrick, Herrington & Sutcliffe LLP, as Underwriter's Counsel, addressed to the Underwriter, to the effect that, (i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended, and (ii) based on Underwriter's Counsel's participation in the certain conferences with members of the financing team (which did not extend beyond the date of the Official Statement), and in reliance thereon and on the records, documents, certificates and opinions mentioned in such opinion, during the course of Underwriter's Counsel's representation of the Underwriter on this matter, no information came to the attention of the attorneys in Underwriter's Counsel's firm rends/ring legal services in connection with such representation which caused Underwriter's Counsel to believe that the Official Statement as of its date (except for any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about valuation, Appendices or any information about book-entry or DTC included therein, as to which Underwriter's Counsel expresses no opinion or view) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (7) A certificate of the City, dated the Closing Date, certifying that (i) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, (ii) no event has occurred since the date of the Official Statement affecting the City or the District which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading, and (iii) the City, on behalf of itself and the District, has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied under the City Documents at and prior to the Closing; (8) The opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriter and the City, in form and substance acceptable to counsel for the Underwriter, substantially to the following effect: (i) the Fiscal Agent is a national banking association organized and existing under and by virtue of the laws of the United States of America; (ii) the Fiscal Agent has duly authorized the execution and delivery of the Fiscal Agent Agreement, the Escrow Agreement and the Continuing Disclosure Agreement; DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM 1 0 (iii) the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Escrow Agreement have been duly executed and delivered by the Fiscal Agent and assuming due, valid and binding authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligations of the Fiscal Agent, enforceable against the Fiscal Agent in accordance with their terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, or by general principles of equity; (iv) acceptance by the Fiscal Agent of the duties and obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Escrow Agreement and compliance with provisions thereof will not conflict with or constitute a breach of or default under any law or administrative regulation to which the Fiscal Agent is subject; (v) all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the performance by the Fiscal Agent of its duties and obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Escrow Agreement have been obtained and are in full force and effect; (9) A certificate of the Fiscal Agent, dated the Closing Date, in form and substance acceptable to counsel for the Underwriter to the following effect: (i) the Fiscal Agent is a national banking association, and is organized and existing under and by virtue of the laws of the United States of America, and has the full power and authority to accept and perform its duties under the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Escrow Agreement; (ii) subject to the provisions of the Fiscal Agent Agreement, the Fiscal Agent will apply the proceeds from the Bonds to the purposes specified in the Fiscal Agent Agreement; Agent; (iii) the Bonds have been duly authenticated on behalf of Fiscal (iv) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of its knowledge, threatened in any way affecting the existence of the Fiscal Agent, or seeking to restrain or to enjoin the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Agreement or the Escrow Agreement, or the authentication of the Bonds, by the Fiscal Agent, or in any way contesting or affecting the validity or enforceability, as against the Fiscal Agent, of the Fiscal Agent Agreement, the Continuing Disclosure Agreement or the Escrow Agreement or any action of the Fiscal Agent contemplated by any of said documents, or in which an adverse outcome would materially and adversely affect the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement or the Escrow Agreement; DOCSLAl:219807.4 40484-38-JK2-OS/1/9g 3:50 PM 1 1 (v) the Fiscal Agent is not in breach of or in default under any applicable law or administrative role or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Fiscal Agent is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement or the Escrow Agreement; (vi) the authentication of the Bonds, and the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Agreement and the Escrow Agreement by the Fiscal Agent, and compliance with the provisions of each, will not conflict with or constitute a breach of or default under any applicable law or administrative role or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the Fiscal Agent is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Fiscal Agent to perform its obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement or the Escrow Agreement; (10) A certificate dated the Closing Date from MBIA MuniFinancial Services, Inc. (the "Special Tax Consultant") in the form attached hereto as Exhibit C; (11) A certificate dated the Closing Date from Bruce W. Hull & Associates, Inc. (the "Appraiser") in the form attached hereto as Exhibit D; (12) a nonarbitrage certificate of the City in form and substance acceptable to Bond Counsel and the Underwriter; (13) a copy of the appraisal report prepared by the Appraiser; (14) a copy of the Verification Report prepared by Grant Thornton LLP (the "Verification Agent"); and (15) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Official Statement, of the City's representations and warranties contained herein and the due performance or satisfaction by the City at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the City in connection with the transactions contemplated on its part hereby and by the Fiscal Agent Agreement and the Official Statement. If any of the conditions to the obligations of the Underwriter contained in this section or elsewhere in this Purchase Contract shall not have been satisfied when and as required herein, all DOCSLAl:219807.4 40484-38-JK2-05/1/98 3:50 PM 12 obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the City. 4. Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid out of the proceeds of the Bonds, all expenses incident to the performance of the City's obligations hereunder, including but not limited to: the cost of photocopying and delivering the Bonds to the Underwriter; the cost of preparing, printing (and/or word processing and reproducing), distributing and delivering the City Documents, and the cost of printing, distributing and delivering the Preliminary Official Statement and the Official Statement in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of Bond Counsel, the Appraiser, the Verification Agent, the Special Tax Consultant and any accountants, financial advisors or other engineers or experts or consultants the City has retained in connection with the Bonds. (b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, the City 'shall be under no obligation to pay, and the Underwriter shall pay, the cost of preparation of any "blue sky" or legal investment memoranda, expenses to qualify the Bonds for sale under any "blue sky" or other state securities laws and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including fees payable to the California Debt and Investment Advisory Commission, fees payable to the CUSIP Bureau and any advertising expenses. 5. Notices. Any notices, requests, directions, instruments or other communications required or permitted to be given hereunder shall be in writing and shall be given when delivered, against a receipt, or mailed certified or registered, postage prepaid, to the City and the Underwriter at their respective addresses below. If to the City: City of Temecula 43174 Business Park Drive Temecula, CA 92590 Attention: Finance Director If to the Underwriter: Stone & Youngberg LLC 15260 Ventura Boulevard Suite 1520 Sherman Oaks, CA 91403 Attention: Public Finance Department provided, however, that all such notices, requests or other communications may be made by telephone and promptly confirmed by writing. The City and the Underwriter may, by notice given as aforesaid, specify a different address for any such notices, requests or other communications. DOCSLA 1:219807.4 40484-38-JK2-05/1/98 3:50 PM 13 6. Parties in Interest. This Purchase Contract is made solely for the benefit of the City and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. 7. Survival of Representations and Warranties. The representations and warranties of the City set forth in or made pursuant to this Purchase Contract shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Contract and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and warranties of the City and regardless of delivery of and payment for the Bonds. 8. Effective Date. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance. 9. Applicable Law; Nonassignability. This Purchase Contract shall be governed by the laws of the State of California. This Purchase Contract shall not be assigned. 10. Execution of Counterparts. This Purchase Contract may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same. 11. No Prior Agreements. This Purchase Contract supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of the Bonds by the City and represents the entire agreement of the parties as to the subject matter herein. DOCSLAI:219807.4 40484-38-JK2-05/1/98 3:50 PM 14 12. Partial Unenforceability. Any provision of this Purchase Coreract which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Purchase Contract or affecting the validity or enforceability of such provision in any other jurisdiction. Very truly yours, STONE & YOUNGBERG LLC By: ACCEPTED: CITY OF TEMECULA, ON BEHALF OF COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) Principal By: Finance Director DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM 1 5 EXHIBIT A Maturity Schedule for the Bonds Maturity Principal Interest Price/ (September 1) Amount Rate Yield DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM A-1 EXHIBIT B [Letterhead of Bond Counsel] Stone & Youngberg LLC 15260 Ventura Boulevard Sherman Oaks, California 91403 Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) 1998 Special Tax Bonds Ladies and Gentlemen: ' This letter is addressed to you, as Underwriter, pursuant to Section 3(c)(4) of the Purchase Contract, dated , 1998, (the "Purchase Contract") between you and City of Temecula (the "City"), on behalf of the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) (the "District"), providing for the purchase of $ aggregate principal amount of the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) 1998 Special Tax Bonds (the "Bonds"). Capitalized terms not otherwise described herein shall have the meanings ascribed hereto in the Purchase Contract. This opinion supplements our bond opinion, dated the date hereof, relating to the Bonds. In addition to the documents specifically mentioned in the bond opinion, we have examined the portions of the Official Statement, dated , 1998, respecting the Bonds (the "Official Statement"), insofar as they relate to this opinion. Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows: .. 1. The statements contained in the Official Statement under the captions "INTRODUCTION," "THE BONDS" (other than under the heading "- BOOK-ENTRY ONLY SYSTEM"), "SECURITY FOR. THE BONDS," "CONCLUDING INFORMATION - Tax Exemption," "APPENDIX D - Form of Opinion of Bond Counsel," and "APPENDIX E - SUMMARY OF FISCAL AGENT AGREEMENT," are accurate insofar as such statements expressly summarize certain provisions of the Bonds, the Fiscal Agent Agreement or the Escrow Agreement with respect to the Bonds or our opinion regarding exclusion of interest on the Bonds. 2. The Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 193 9, as amended. 3. The Purchase Contract and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the City and (assuming due authorization, execution and DOCSLAI:219807.4 40484-38-JK2-05/1/98 3:50 PM B-1 delivery by the other respective parties thereto) constitute the valid and binding agreements of the City, enforceable according to their terms, subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law affecting the enforcement of creditors' rights generally. 4. The transfer of jurisdiction of the District from the Board of Supervisors of the County of Riverside to the City Council of the City has become effective in accordance with the Act. 5. All liability of the District in respect of the Prior Bonds has ceased, terminated and become void and has been discharged and satisfied, and the holders of such Prior Bonds are entitled to payment of the principal or redemption price of and interest on such Prior Bonds only out of the money or securities deposited with the Escrow Agent for the payment of such Prior Bonds. This opinion is being rendered to you solely for your benefit. QUINT & THIMMIG LLP DOCSLA 1:219807.4 40484-38-JK2-05/1/98 3:50 PM B-2 EXHIBIT C $ COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) 1998 SPECIAL TAX BONDS, CERTIFICATE OF SPECIAL TAX CONSULTANT City of Temecula Temecula, California Stone & Youngberg LLC Sherman Oaks, California MuniFinancial Services, Inc., Temecula, California (the "Special Tax Consultant") hereby certifies that (i) the Special Tax, when levied and collected in accordance with the terms of the Rate and Method, assuming normal and reasonable delinquency rates, will provide a yearly cash flow at least sufficient to fulfill the obligations of the City under the Fiscal Agent Agreement, including without limitation the timely payment of principal of and interest on the Bonds, (ii) any and all written information submitted by the Special Tax Consultant in connection with the preparation of the Preliminary Official Statement dated , 1998 and the Official Statement dated , 1998 for the Bonds (jointly, the "Official Statement was as of its date and is as of the date hereof true and correct, and (iii) the statements concerning the Rate and Method under the captions "SECURITY FOR THE BONDS - The Special Taxes," "THE COMMUNITY FACILITIES DISTRICT - Rate and Method of Apportionment" and "APPENDIX B - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX" are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Contract, dated , 1998, between the City of Temecula and Stone & Youngberg LLC. Dated: ,1998 MUNIFINANCIAL SERVICES, INC. By: Its: DOCSLA1:219807.4 40484-38-JK2-05/1/98 3:50 PM C- 1 EXHIBIT D $ COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ COmUOOR) 1998 SPECIAL TAX BONDS CERTIFICATE OF APPRAISER City of Temecula Temecula, California Stone & Youngberg LLC Sherman Oaks, California Bruce W. Hull & Associates, Inc., Tustin, California (the "Appraiser") hereby certifies that (i) the assumptions made in the appraisal report dated , 1998 (the "Appraisal Report") are reasonable, (ii) no event or act has occurred since the date of the Appraisal Report which would materially and adversely affect the conclusions as to appraised value reached in the Appraisal Report, and (iii) the statements concerning the Appraisal Report and the value of the property contained under the captions "SECURITY FOR THE BONDS - Property Values," "SPECIAL RISK FACTORS - Appraised and Assessed Values," and "APPENDIX A - Summary Appraisal Report," in the Official Statement are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Contract, dated , 1998, between the City of Temecula and Stone & Youngberg LLC. Dated: ,1998 BRUCE W. HULL & ASSOCIATES, iNC. By: Its: DOCSLA1:219807.4 40484-38.JK2-05/1/98 3:50 PM D-1 CONTINUING DISCLOSURE AGREEMENT by and among CITY OF TEMECULA, U.S. BANK TRUST NATIONAL ASSOCIATION, as Fiscal Agent and MBIA MUNIFINANCIAL, as Dissemination Agent Dated as of June 1, 1998 COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA _(~_NEZ CORRIDOR) 1998 SPECIAL TAX BONDS DOCSLA1:224931.3 40484-38-JK2-0~/1/98 3:47 PM CONTINUING DISCLOSURE AGREEMENT THIS CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement") is made and entered into as of June 1, 1998, by and among U.S. BANK TRUST NATIONAL ASSOCIATION, a corporation organized and existing under the laws of the State of California (the "Fiscal Agent"), MBIA MUNIFINANCIAL (the "Dissemination Agent"), and the CITY OF TEMECULA, a municipal corporation and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the "City"), for and on behalf of Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) (the "District"); WITNESSETH: WHEREAS, pursuant to the Fiscal Agent Agreement, dated as of June 1, 1998 (the "Fiscal Agent Agreement"), by and between the City, for and on behalf of the District and the Fiscal Agent, the City has issued its 1998 Special Tax Bonds (Ynez Corridor) (the "Bonds") in the aggregate principal amount of $ ; and WHEREAS, this Disclosure Agreement is being executed and delivered by the City, the Fiscal Agent and the Dissemination Agent for the benefit of the holders and beneficial owners of the Bonds and in order to assist the underwriters of the Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b)(5); NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein contained, the parties hereto agree as follows: Section 1. Definitions. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Fiscal Agent Agreement. In addition, the following capitalized terms shall have the following meanings: "Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Sections 2 and 3 of this Disclosure Agreement. "Annual Report Date" means the date in each year that is eight months after the end of the City's fiscal year, which date, as of the date of this Disclosure Agreement, is March 1. "Disclosure Representative" means the Finance Director of the City, or his or her designee, or such other officer or employee as the City shall designate in writing to the Fiscal Agent from time to time. "Dissemination Agent" means MBIA MuniFinancial, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the City and which has filed with the Fiscal Agent a written acceptance of such designation. "Listed Events" means any of the events listed in Section 4(a) of this Disclosure Agreement. DOCSLA1:224931.3 40484-38-JK2-05/1/98 3:47 PM "National Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Official Statement" means the Official Statement, dated the Bonds. , 1998, relating to "Participating Underwriter" means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" means each National Repository and each State Repository. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" means any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Agreement, there is no State Repository. Section 2. Provision of Annual Reoorts. (a) The City shall, or, upon furnishing the Annual Report to the Dissemination Agent, shall cause the Dissemination Agent to, provide to each Repository and the Participating Underwriter an Annual Report which is consistent with the requirements of Section 3 of this Disclosure Agreement, not later than the Annual Report Date, commencing with the report for the 1997/98 fiscal year. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 3 of this Disclosure Agreement; provided, however, that the audited financial statements of the City, if any, may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 4(f). (b) Not later than fifteen (15) business days prior to the date specified in subsection (a) for providing the Annual Report to Repositories, the City shall provide the Annual Report (in a form suitable for reporting to the Repositories) to the Dissemination Agent and the Fiscal Agent. If by such date, the Fiscal Agent has not received a copyof the Annual Report, the Fiscal Agent shall contact the Disclosure Representative and the Dissemination Agent to inquire if the City is in compliance with the first sentence of this subsection (b). (c) If the Fiscal Agent is unable to verify that an Annual Report has been provided to Repositories by the date required in subsection (a), the Fiscal Agent shall send a notice to the Municipal Securities Rulemaking Board and the appropriate State Repository, if any, in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: DOCSLA1:224931.3 40484-38-0-K2-05/1/98 3:47 PM (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) file a report with the City and the Fiscal Agent certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it was provided. Section 3. Content of Annual Renorts. The City's Annual Report shall contain or incorporate by reference the following: (a) The City's audited financial statements, if any, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City's audited financial statements, if any, are not available by the time the Annual Report is required to be filed pursuant to Section 2(a), the Annual Report shall contain unaudited financial statements in a format similar to that used for the City's audited financial statements, and the audited financial' statements, if any, shall be filed in the same manner as the Annual Report when they become available. (b) The following information: (i) The prihcipal amount of Bonds Outstanding as of the September 30 next preceding the Annual Report Date. (ii) The balance in the Reserve Fund, and a statement of the Reserve Requirement as of the September 30 next preceding the Annual Report Date. (iii) The total assessed value of all parcels within the District on which the Special Taxes are levied, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date, and a statement of assessed value-to-Bond debt ratios therefor by individual parcel. (iv) The Special Tax delinquency rate for all parcels within the District on which the Special Taxes are levied, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date, the number of parcels within the District on which the Special Taxes are levied and which are delinquent in payment of Special Taxes, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date, the amount of each delinquency, the length of time delinquent and the date on which foreclosure was commenced, or similar information pertaining to delinquencies deemed appropriate by the District; provided, however, that parcels with aggregate delinquencies of $2,000 or less (excluding penalties and interest) may be grouped together and such information may be provided by category. (v) The status of foreclosure proceedings for any parcels within the District on which the Special Taxes are levied and a summary of the results of any foreclosure sales as of the September 30 next preceding the Annual Report Date. DOCSLA1:224931.3 40484-38-JK2-05/1/98 3:47 PM (vi) The identity of any property owner representing more than five percent (5%) of the annual Special Tax levy who is delinquent in payment of such Special Taxes, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the September 30 next preceding the Annual Report Date. (vii) A land ownership summary listing property owners responsible for more than five percent (5%) of the annual Special Tax levy, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the September next preceding the Annual Report Date. (viii) A summary of zoning changes approved by the City for property subject to the Special Tax in the District. (c) In addition to any of the information expressly required to be provided under paragraphs (a) and (b) of this Section, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so included by reference. Section 4. Reoortin~, of Significant Events. (a) Pursuant to the provisions of this Section 4, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (i) Principal and interest payment delinquencies. (ii) Non-payment related defaults. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) the security. Adverse tax opinions or events affecting the tax-exempt status of (vii) Modifications to rights of security holders. DOCSLA1:224931.3 40484-38-JK2-05/1/98 3:47 PM (viii) Contingent or unscheduled bond calls. (ix) Defeasances. (x) Release, substitution, or sale of property securing repayment of the securities. (xi) Rating changes. (b) The Fiscal Agent shall, within five (5) business days of obtaining actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (f); provided, however, that the Dissemination Agent shall have no liability to Bond Owners for any failure to provide such notice. The Fiscal Agent shall have no responsibility for determining the materiality of any of the Listed Events. (c) Whenever the City obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Fiscal Agent pursuant to subsection (b) or otherwise, the City shall as soon as possible determine if such event would be material under applicable Federal securities law. (d) If the City determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the City shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (0- The City shall provide the Dissemination Agent with a form of notice of such event in a format suitable for reporting to the Municipal Securities Rulemaking Board and each State Repository, if any. (e) If in response to a request under subsection (b) the City determines that the Listed Event would not be material under applicable Federal securities law, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (f). (f) If the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the Fiscal Agent Agreement. Section 5. Termination of Re~ortint~ Oblivation. The City's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 4(f). DOCSLA1:224931.3 40484-38-JK2-05/1/98 3:47 PM Section 6. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days' written notice to the City and the Fiscal Agent. The Dissemination Agent shall have no duty to prepare the Annual Report nor shall the Dissemination Agent be responsible for filing any Annual Report not provided to it by the City in a timely manner and in a form suitable for filing. if at any time there is not any other designated Dissemination Agent, the Fiscal Agent shall be the Dissemination Agent. Section 7. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City, the Fiscal Agent and the Dissemination Agent may amend this Disclosure Agreement (and the Fiscal Agent and the Dissemination Agent shall agree to any amendment so requested by the City, so long as such amendment does not adversely affect the rights or obligations of the Fiscal Agent or the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to Sections 2(a), 3 or 4(a) it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, aRer taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved by holders of sixty percent of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of holders. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial statements or information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations, including its DOCSLAI:224931.3 40484-38-,1K2-05/1/98 3:47 PM obligation to pay debt service on the Bonds. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 4(f). Section 8. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 9. Default. In the event of a failure of the City or the Fiscal Agent to comply with any provision of this Disclosure Agreement, the Fiscal Agent may (and, at the written direction of any Participating Underwriter or the holders of at least 25% aggregate principal amoum of Outstanding Bonds, shall, upon receipt of indemnification reasonably satisfactory to the Fiscal Agent), or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City or the Fiscal Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Fiscal Agent Agreement. The sole remedy under this Disclosure Agreement in the event of any failure of the City or the Fiscal Agent to comply with this Disclosure Agreement shall be an action to compel performance. Section 10. Duties, Immunities and Liabilities of Fiscal A~ent and Dissemination A~ent. Article VII of the Fiscal Agent Agreement is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Fiscal Agent Agreement, and the Fiscal Agent shall be entitled to the protections, limitations from liability and indemnities afforded to the Fiscal Agent thereunder. The Dissemination Agent and the Fiscal Agent shall have only such duties hereunder as are specifically set forth in this Disclosure Agreement. This Disclosure Agreement does not apply to any other securities issued or to be issued by the City. The Dissemination Agent shall have no obligation to make any disclosure concerning the Bonds, the City or any other matter except as expressly set out herein. The Dissemination Agent shall have no responsibility for the preparation, review, form or content of any Annual Report or any notice of a Listed Event. No provision of this Disclosure Agreement shall require or be construed to require the Dissemination Agent to interpret or provide an opinion concerning any information disclosed hereunder. Information disclosed hereunder by the Dissemination Agent may contain such disclaimer language concerning the Dissemination Agent's responsibilities hereunder with respect thereto as the Dissemination Agent may deem appropriate. The Dissemination Agent may conclusively rely on the determination of the City as to the materiality of any event for purposes of Section 4. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees, as amended from time to time, and all expenses, legal fees DOCSLA1:224931.3 40484-38-JK2-05/1/98 3:47 PM and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. Section I I. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Fiscal Agent, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Bonds, and shall create no fights in any other person or entity. Section 12. Counteroarts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 13. Mert, er. Any person succeeding to all or substantially all of the Dissemination Agent's business shall be the successor Dissemination Agent without the filing of any paper or any fiarther act. Section 14. Notices. All notices or communications herein required or permitted to be given to the City, the Fiscal Agent or the Dissemination Agent shall be in writing and shall be deemed to have been sufficiently given or served for all purposes by being delivered or sent by telecopy or by being deposited, postage prepaid, in a post office letter box, to the addresses set forth below, or to such other address as may be provided to the other parties hereina~er listed in writing from time to time, namely: If to the City: City of Temecula 43174 Business Park Drive Temecula, CA 92590 Attention: Finance Director If to the Fiscal Agent: U.S. Bank Trust, National Association 550 South Hope Street, Suite 500 Los Angeles, CA 90017 Attention: If to the Dissemination Agent: MBIA MuniFinancial 28765 Single Oak Drive Temecula, California 92590 Attention: DOCSLA1:224931.3 40484-38-.IIO-05/1/98 ;}:47 PM IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written. CITY OF TEMECULA, for and on behalf of CITY OF TEMECULA COMMUNITY FACmITIES DISTRICT SS-12 (YNEZ COP, RmOR) By: Finance Director U.S. BANK TRUST NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Officer MBIA MUNIFINANCIAL, as Dissemination Agent By: Authorized Officer DOCSLA1:224931.3 40484-38-~K2-05/1/98 3:47 PM EXHIBIT A NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Temecula, for and on behalf of Community Facilities District No. 88-12 (Ynez Corridor) Name of Bond Issue: City of Temecula Community Facilities District 88-12 (Ynez Corridor) 1998 Special Tax Bonds Date of Issuance: ,1998 NOTICE IS HEREBY GIVEN that the City of Temecula (the "City") has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated as of June l, 1998, by and among U.S. Bank Trust National Association, as Fiscal Agent, MBIA MuniFinancial, as Dissemination Agent and the City. [The City anticipates that the Annual Report will be filed by ,19__.] Dated: U.S. BANK TRUST NATIONAL ASSOCIATION, as Fiscal Agent, on behalf of the City of Temecula cc: City of Temecula DOCSLA1:224931.3 40484-38-JK2-05/1/98 3:47 PM A- 1 PRELIMINARY OFFICIAL STATEMENT DATED ,1998 NEW ISSUE - BOOK-ENTRY ONLY NONRATED [n the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth herein, under existing law, interest payable on the 1998 Series A Bonds is excluded j~om gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, that for the purpose of computing the alternative minimum tax on corporations (as defined for federal income tax purposes) such interest is taken into account in determining certain income and earnings. [n the further opinion of Bond Counsel, interest on the 1998 Series A Bonds is exempt from California personal income taxes. See "CONCLUDING INFORMATION- Tax Exemption" herein. $ * COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) SPECIAL TAX BONDS, 1998 SERIES A ' Dated: Date of Delivery Due: September 1, as shown below The Community Facilities District No. 88-12 of the City ofTemccula (Ynez Corridor) Special Tax Bonds, 1998 Series A (the "1998 Series A Bonds") are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, (the "Act") and a Fiscal Agent Agreement, dated as of May 1, 1998 (the "Fiscal Agent Agrcemcnf'), by and between the City of Tcmccula (the "City"), for and on behalf of Community Facilities District No. 88-12 of the City of Tcmccula (the "Distrier') and U.S. Bank Trust National Association, as fiscal agent (the "Fiscal Agent"). The 1998 Series A Bonds are payable from the Special Tax Revenues derived by the District from the levy of the Special Taxes (as such terms are defined herein), and are secured by a first pledge of all of the Special Tax Revenues and moneys deposited in certain funds established under the Fiscal Agent Agreement. The Special Taxes will be Icyled according to the rate and method of apportionment of special taxes for the District. The 1998 Series A Bonds are being issued to (1) refund the outstanding Community Facilities District No. 88-12 of the County of Riverside (Yncz Corridor) Series 1992 Special Tax Bonds (the "Prior Bonds"), (2) fund a reserve fund for the 1998 Series A Bonds, and (3) pay the costs of issuing the 1998 Series A Bonds. Sec "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. The 1998 Series A Bonds arc being issued in fully registered book-entry only form, initially registered in the name of Ccdc& Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the 1998 Series A Bonds is payable semiannually on March 1 and September 1 of each year (commencing September 1, 1998). Purchasers will not receive certificates representing their interest in the 1998 Series A Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of and interest and premium, if any, on the 1998 Series A Bonds will bc paid by the Fiscal Agent to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the beneficial owners of the 1998 Series A Bonds. Scc "THE 1998 SERIES A BONDS - Book-Entry Only System" herein. The 1998 Series A Bonds arc subject to redemption prior to maturity as described herein. See "THE 1998 SERIES A BONDS - Redemption of the i 998 Series A Bonds" herein. THE 1998 SERIES A BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE LIMITED OBLIGATIONS PAYABLE SOLELY FROM THE SPECIAL TAX REVENUES AND THE FUNDS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT. NEITHER THE FAITH AND CREDIT OF THE CITY NOR OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 1998 SERIES A BONDS. MATURITY SCHEDULE' $ Serial Bonds Maturity Date Principal Interest Price/ Maturity Date Principal Interest Price/ (September i) Amount Rate Yield (September 1) Amount Rate Yield $ % $ % $ % Term Bonds due September 1, __ - Price: % (plus accrued interest) Investment in the 1998 Series A Bonds involves risks which may not be appropriate for some investors. See "SPECIAL RISK FACTORS" for a discussion of certain risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the 1998 Series A Bonds. This cover page contains information for quick reference only. It is not a complete summary of the 1998 Series A Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The 1998 Series A Bonds are ofj~red when, as and if issued and delivered to the Underwriter, subject to the approval as to their legality by Quint & Thimmig LLP, San Francisco, California, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed upon for the Underwriter by its counsel, Orrick; Herrington & Sutcltffe LLP, Los Angeles, California, and for the City by Richards, Watson & Gershon, Los Angeles, California, City Attorney. It is anticipated that the 1998 Series A Bonds will be available for delivery in book-entry form through the facilities of DTC on or about , 1998. STONE & YOUNGBERG LLC ' Preliminary, subject to change. DOCSLA1:219087.5 40484-38-JK2-05/I/98 No dealer, broker, salesperson or other person has been authorized by the City, the District or the Underwriter to give any information or to make any representations in connection with the offer or sale of the 1998 Series A Bonds with respect to the City, the District or the 1998 Series A Bonds other than the information contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the City, the District or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 1998 Series A Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 1998 Series A Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not be construed as a representation of facts. The information set forth herein has been obtained from official sources which are believed to be reliable but it is not guaranteed as to accuracy or completeness. The information and expressions of opinions herein are subject to change without notice, and neither delivery of this Official Statement nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City, the District, or the property ownership within the District since the date hereof. All summaries of the Fiscal Agent Agreement or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the District for further information in connection therewith. This Official Statement is submitted in connection with the sale of the 1998 Series A Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 1998 SERIES A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE 1998 SERIES A BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER PAGE HEREOF AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. IX)CSI.A 1:219087.5 40484-38-JK2-05/1/98 CITY OF TEMECULA, CALIFORNIA City Council Ronald H. Roberts, Mayor Steven J. Ford, Mayor Pro Tempore Jeff Comerchero, Councilmember Karel F. Lindemans, Councilmember Jeffrey E. Stone, Councilmember City Officials Ronald E. Bradley, City Manager Susan Jones, Acting City Clerk Genie Roberts, Director of Finance Joe Kicak, Director of Public Works SPECIAL SERVICES Bond Counsel Quint & Thimmig LLP San Francisco, California City Attorney Richards, Watson & Gershon Los Angeles, California Financial Advisor Fieldman, Rolapp & Associates Irvine, California Special Tax Administrator MuniFinancial Services, Inc. Temecula, California Appraiser Bruce W. Hull & Associates, Inc. Irvine, California Fiscal Agent U.S. Bank Trust National Association Los Angeles, California DOCSLA 1:219087.5 40484-38-J K2-05/I/98 [INSERT LOCATION MAP] [X)CSI.A 1:219087.5 40484-38-J K2 -05/I/98 TABLE OF CONTENTS Pa~e INTRODUCTION .........................................................................................................................1 THE 1998 SERIES A BONDS ......................................................................................................2 Description of the 1998 Series A Bonds ............................................................................3 Redemption of the 1998 Series A Bonds ...........................................................................3 Book-Entry Only System ...................................................................................................6 Debt Service Schedule .......................................................................................................9 ESTIMATED SOURCES AND USES OF FUNDS ...................................................................10 PLAN OF REFUNDING .............................................................................................................10 THE PROJECT ............................................................................................................................11 SECURITY FOR THE 1998 SERIES A BONDS .......................................................................11 General .............................................................................................................................11 The Special Tax Revenues ...............................................................................................12 Special Tax Fund .............................................................................................................13 Reserve Fund ...................................................................................................................14 Delinquency Maintenance Fund ......................................................................................15 Covenant for Superior Court Foreclosure ........................................................................15 Property Values ................................................................................................................17 Direct and Overlapping Debt ...........................................................................................18 Value-to-Debt ..................................................................................................................21 THE COMMUNITY FACILITIES DISTRICT ..........................................................................22 Location and Description of the District .........................................................................122 Location and Description of the City ...............................................................................25 Summary of District Proceedings ....................................................................................25 Rate and Method of Apportionment ................................................................................26 Sales Tax Agreement .......................................................................................................26 Zoning and Specific Plans ...............................................................................................27 Development Agreement .................................................................................................28 Environmental Review .....................................................................................................29 Land Ownership and Development ..................................................................................30 Special Tax Levies, Collections and Coverage ................................................................33 SPECIAL RISK FACTORS ........................................................................................................35 Concentration of Ownership ............................................................................................35 Failure to Develop ............................................................................................................36 Appraised and Assessed Values .......................................................................................37 Insufficiency of Special Taxes .........................................................................................37 Bankruptcy .......................................................................................................................38 Disclosures to Future Buyers ...........................................................................................39 Earthquakes ......................................................................................................................39 Payments by FDIC ...........................................................................................................39 Endangered Species .........................................................................................................40 Hazardous Substances ......................................................................................................41 C .umulative Burden of Parity Taxes and Special Assessments ........................................41 DOCSLA 1:219087.5 40484-38-JK2-05/1/98 i TABLE OF CONTENTS (continued) Page No Acceleration ...............................................................................................................42 Right to Vote on Taxes Act .............................................................................................42 Loss of Tax Exemption ....................................................................................................43 LITIGATION ...............................................................................................................................43 CONTINUING DISCLOSURE ...................................................................................................43 CONCLUDING INFORMATION ..............................................................................................44 Legal Opinions .................................................................................................................44 Tax Exemption .................................................................................................................44 Underwriting ....................................................................................................................45 Ratings .............................................................................................................................45 Miscellaneous ...............................................................................................................i.. 45 APPENDIX A - SUMMARY APPRAISAL REPORT .............................................................A-1 APPENDIX B - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX ......... B-1 APPENDIX C - PROPOSED FORM OF OPINION OF BOND COUNSEL ........................... D-1 APPENDIX D - SUMMARY OF FISCAL AGENT AGREEMENT ........................................ E-1 APPENDIX E - FORMS OF CONTINUING DISCLOSURE AGREEMENTS ...................... F-1 DOCS LA 1:219087.5 40484-38-JK2-05/I/98 ii PRELIMINARY OFFICIAL STATEMENT COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) SPECIAL TAX BONDS, 1998 SERIES A INTRODUCTION The purpose of this Official Statement, including the cover, table of contents and the Appe.ndices, is to provide certain information concerning the issuance of and sale by Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) (the "District") of $ ' aggregate principal amount of its Special Tax Bonds, 1998 Series A (the "1998 Series A Bonds"). This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and Appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement and such documents. The sale and delivery of the 1998 Series A Bonds to potential investors is made only by means of the entire Official Statement. The 1998 Series A Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, constituting Section 53311 et seq. of the California Government Code (the "Act"), and a Fiscal Agent Agreement, dated as of May 1, 1998 (the "Fiscal Agent Agreement"), by and between the City of Temecula, California (the "City"), for and on behalf of the District, and First Trust of Califomia, National Association, as fiscal agent (the "Fiscal Agent"). The 1998 Series A Bonds will be issued as fully registered bonds, in denominations of $5,000 or any integral multiple thereof, and will be dated as of and bear interest from their date of delivery at the rates set forth on the cover page hereof. The 1998 Series A Bonds are payable from the Special Tax Revenues derived by the District from the levy of the Special Taxes (as such terms are defined herein), and are secured by a first pledge of all of the Special Tax Revenues and moneys deposited in certain funds established under the Fiscal Agent Agreement, as described herein. See "SECURITY FOR THE 1998 SERIES A BONDS" and "APPENDIX D - Summary of Fiscal Agent Agreement." ' Preliminary, subject to change. DOCSLA 1:219087.5 40484-38-JK2-05/I/98 The District is comprised of approximately 666 acres of partially improved land located in the northern portion of the City. The District is bounded generally on the west by Interstate Highway 15, on the north by Winchester Road (Highway 79), on a line parallel to Interstate Highway 15 on the east, and by Rancho Vista Road on the South. Ynez Road bisects the District from the north to the south. The majority of the property in the District is currently undeveloped, however, a significant portion of such undeveloped property is in the process of being developed by its owners with commercial facilities. See "THE COMMUNITY FACILITIES DISTRiCT ~ Land Ownership and Development" herein. The District was formed in 1989 by the Board of Supervisors of the County of Riverside (the "County"), and on June 4, 1992, the District issued its Series 1992 Special Tax Bonds (the "Prior Bonds") in the aggregate principal amount of $18,235,000. Effective December 1, 1997, the City and the County entered into an agreement transferring the governance of the District from the County to the City. See "THE COMMUNITY FACILITIES DISTRICT - Summary of District Proceedings." The 1998 Series A Bonds are being issued to (1) refund the outstanding Prior Bonds, (2) fund a reserve fund for the 1998 Series A Bonds, and (3) pay the costs of issuing the 1998 Series A Bonds. See "PLAN OF REFUNDING" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. Certain risk factors should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the 1998 Series A Bonds. See "SPECIAL RISK FACTORS" herein. THE 1998 SERIES A BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE LIMITED OBLIGATIONS PAYABLE SOLELY FROM THE SPECIAL TAX REVENUES AND THE FUNDS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT. NEITHER THE FAITH AND CREDIT OF THE CITY NOR OF THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 1998 SERIES A BONDS. Brief descriptions of the 1998 Series A Bonds, the Fiscal Agent Agreement, the security for the 1998 Series A Bonds, the District, the status of development within the District and certain other information are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. The descriptions herein of the 1998 Series A Bonds, the Fiscal Agent Agreement and other documents are qualified in their entirety by reference to the forms thereof and the information with respect thereto included in the 1998 Series A Bonds, the Fiscal Agent Agreement and other documents. Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Fiscal Agent Agreement. Copies of such documents may be obtained from the office of the City Clerk of the City of Temecula, 43174 Business Park Drive, Temecula, California 92590. IX)CSLA 1:219087.5 40484-38-JK2-05/I/98 2 THE 1998 SERIES A BONDS Authority for Issuance The 1998 Series A Bonds were authorized at a special election held in the District on March 23, 1990. The 1998 Series A Bonds will be issued pursuant to the Act and the Fiscal Agent Agreement Description of the 1998 Series A Bonds The 1998 Series A Bonds will be issued in fully registered form only, and when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the 1998 Series A Bonds. Ownership interests in the 1998 Series A Bonds may be purchased in book- entry form only, in denominations of $5,000 or any integral multiple thereof. The 1998 Series A Bonds will be dated as of and bear interest from May 1, 1998 at the rates set forth on the cover page hereof. The principal of the 1998 Series A Bonds and any premium due upon the redemption thereof'will be payable upon presentation and surrender thereof at maturity or earlier redemption at the principal corporate trust office of the Fiscal Agent in Los Angeles, California. The 1998 Series A Bonds will mature as indicated on the cover hereof, and are subject to optional and mandatory redemption as set forth herein. Interest on the 1998 Series A Bonds will be paid semiannually on March 1 and September 1 (the "Interest Payment Dates") of each year, commencing September 1, 1998. Interest on the 1998 Series A Bonds will be calculated on the basis of a 360-day year comprised of twelve 30-day months. Interest on any Bond will be paid by check of the Fiscal Agent, mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the fifteenth day of the month (the "Record Date") next preceding the Interest Payment Date, or by wire transfer to an account within the United States made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 in aggregate principal amount of Bonds. So long as DTC or its nominee is the registered owner of the 1998 Series A Bonds, interest payments will be made as described below under "Book-Entry Only System." Interest on any Bond will be payable from the Interest Payment Date next preceding the date of authentication that Bond, unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the date of initial issuance of the 1998 Series A Bonds; provided, however, that if at the time of authentication of any Bond, interest is in default thereon, iX)CSLA 1:219087.5 40484-38-JK2-05/I/98 3 interest such Bond will bear interest fi'om the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Redemption of the 1998 Series A Bonds Optional Redemption The 1998 Series A Bonds are subject to redemption prior to their stated maturities on any Interest Payment Date on or after September 1, 2008, as a whole or in part, upon payment from any source of funds available for that purpose (including transfers from the Special Tax Fund to the Bond Fund, as provided in the Fiscal Agent Agreement and described herein), at the redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Dates September 1, 2008 and March 1, 2009 September 1, 2009 and March 1, 2010 September 1, 2010 and any Interest Payment Date thereafter Redemption Price 102% 101 100 Mandatory Sinking Payment Redemption The 1998 Series A Bonds maturing on September 1, ~, are subject to mandatory sinking payment redemption in part on September 1, , and on each September 1 thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, from sinking payments as follows Redemption Date (September 1) Amount The amounts in the foregoing table will be reduced pro rata, in order to maintain substantially level debt service, as a result of any prior partial redemption of the 1998 Series A Bonds due to optional redemption or redemption from unused Improvement Fund moneys as described below. IXX'SI.A 1:219087.5 40484-38-JK2-05/I/98 4 Purchase in Lieu of Redemption In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 1998 Series A Bonds, upon the filing with the Fiscal Agent of an Officer's Certificate executed by the Finance Director of the City (the "Finance Director") requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, any redemption premium due thereon, plus interest accrued to the date of purchase. Redemption Procedure by Fiscal Agent The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty days but not more than sixty days prior to the date fixed for redemption, to the Securities Depositories and to one or more of the Information Services designated in the Fiscal Agent Agreement, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books kept in the principal corporate trust office of the Fiscal Agent; provided, however, that such mailing is not a condition precedent to such redemption and the failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such Bonds. Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 1998 Series A Bonds are to be called for redemption, will state as to any Bond called in part the principal amount thereof to be redeemed, and will require that such Bonds be then surrendered at the principal corporate trust office of the Fiscal Agent in Los Angeles, California for redemption at the said redemption price, and will state that further interest on such Bonds will not accrue from and after the redemption date. Whenever provision is made in the Fiscal Agent Agreement for redemption of less than all of the 1998 Series A Bonds or any given portion thereof, the Fiscal Agent will select the 1998 Series A Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, among maturities as directed in writing by the Fiscal Agent, and by lot within a maturity, such selection within a maturity to be done in any manner which the Fiscal Agent deems appropriate. Upon surrender of 1998 Series A Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new 1998 Series A Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 1998 Series A Bond or Bonds. Effect of Notice of Redemption From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 1998 Series A Bonds so called for redemption DOCSLA 1:219087.5 40484-38-JK2-05/I/98 5 have been deposited in the Bond Fund, such Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in the notice of redemption. Exchange or Transfer So long as the 1998 Series A Bonds remain in book-entry form, transfer and exchange of any of the 1998 Series A Bonds will be accomplished in accordance the provisions of such book- entry system. In the event and only in the event of termination of such book-entry system with respect to the 1998 Series A Bonds, the 1998 Series A Bonds may be transferred and exchanged in accordance with the terms of the Fiscal Agent Agreement. Book-Entry Only System DTC will act as securities depository for the 1998 Series A Bonds. The 1998 Series A Bonds will be issued as fully-registered bonds in the name of Cede & Co. (DTC's partnership nominee). One fully-registered 1998 Series A Bond will be issued for each maturity of the 1998 Series A Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants' (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of the 1998 Series A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 1998 Series A Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which Beneficial Owners entered into the transaction. Transfers of ownership interests in the 1998 Series A Bonds IXX'S LA 1:219087.5 40484-38-JK2-05/I/98 6 are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 1998 Series A Bonds, except in the event that use of the book-entry system for the 1998 Series A Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered in the name of DTC's parmership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 1998 Series A Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements which may be in effect from time to time. Redemption notices will be sent to Cede & Co. If less than all of the 1998 Series A Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the 1998 Series A Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to an issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 1998 Series A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, mandatory sinking fund payments and interest payments on the 1998 Series A Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the date payable. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of'DTC, the Fiscal Agent or the District subject to any statutory or regulatory requirements which may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the District or the Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. The District, the City and the Underwriter cannot and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium, if any, with respect to the 1998 Series A Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the DOCSLA 1:219087.5 40484-38-JK2-05/I/98 7 manner described in this Official Statement. The District, the City and the Underwriter are not responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the 1998 Series A Bonds or an error or delay relating thereto. The foregoing description of the procedures and record-keeping with respect to beneficial ownership interests in the 1998 Series A Bonds, payment of principal, interest, premium, if any, and other payments on the 1998 Series A Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in such Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. DTC may discontinue providing its services with respect to the 1998 Series A Bonds at any time by giving notice to the Fiscal Agent and discharging its responsibilities with respect thereto under applicable law or the City may terminate participation in the system of book-entry transfers through DTC or any other securities depository at any time. In the event that the book- entry system is discontinued, replacement Bond certificates will be printed and delivered. DOCSLA 1:219087.5 40484-38-J K2-05/I/98 8 Debt Service Schedule The debt service schedule for the 1998 Series A Bonds is set forth below: Year Ending September 1 Principal Interest 1998 $ $ $ 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Total $ $ $ Total Debt Service DOCSLA 1:219087.5 40484-38-JK2-05/I/98 9 ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of funds with respect to the 1998 Series A Bonds are set forth in the following table: Sources: Principal Amount of Bonds Transfer from Prior Bond funds(') Total Sources $ $ Uses: Administrative Expense Fund Refunding Fund(:) Reserve Fund°) Delinquency Maintenance Fund® Underwriter's Discount Costs of Issuance(5) Total Uses (1) Amounts will be transferred from the reserve fund, the special tax fund and the earnings fund for the Prior Bonds. (2) Equals amount to be transferred to U.S. Bank Trust National Association, as Escrow Agent, for payment of the Prior Bonds, and includes amounts held in the reserve fund and the special tax fund for the Prior Bonds. (3) Equals Reserve Requirement. (4) Funded from amounts transferred from the earnings fund for the Prior Bonds. (5) Includes amounts to pay legal fees, financial advisory fees and other issuance costs. PLAN OF REFUNDING A portion of the proceeds from the sale of the 1998 Series A Bonds will be deposited with First Trust of California, National Association, as escrow agent (the "Escrow Agent") pursuant to an Escrow Agreement, dated as of May 1, 1998 (the "Escrow Agreement"), by and between the City and the Escrow Agent. Such amount, along with amounts on deposit in certain of the funds and accounts established with respect to the Prior Bonds, will be held in escrow and invested in Federal Securities (as defined in the Escrow Agreement). The Federal Securities, together with the earnings thereon, will be used to redeem all outstanding Prior Bonds on September 1, 2000, to pay a redemption premium of 2% on the principal amount redeemed, and to pay all interest which will become due with respect to the Prior Bonds on such redemption date. Grant Thornton LLP, a firm of independent certified public accountants (the "Verification Agent"), will verify that the Federal Securities, together with the earnings thereon, will be sufficient to pay all of the principal, interest and redemption premium coming due on the Prior Bonds on the redemption date described above. IXK'SLA 1:219087.5 40484 -38 -J K2 -05/I/98 10 SECURITY FOR THE 1998 SERIES A BONDS General Pursuant to the Act and the Fiscal Agent Agreement, payment of the principal of, premium, if any, and interest on the 1998 Series A Bonds is secured by a first pledge of all of the Special Tax Revenues and all moneys deposited in the Bond Fund (including the Capitalized Interest Account therein) and the Reserve Fund and, until disbursed as provided under the Fiscal Agent Agreement, in the Special Tax Fund and the Delinquency Maintenance Fund. Amounts in the Administrative Expense Fund, the Costs of Issuance Fund and the Improvement Fund are not pledged to the repayment of the 1998 Series A Bonds. The facilities acquired with the proceeds of the 1998 Series A Bonds are not in any way pledged to pay principal of and interest on the 1998 Series A Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the 1998 Series A Bonds are not pledged to pay the principal of and interest on the 1998 Series A Bonds, and are free and clear of any lien or obligations imposed under the Fiscal Agent Agreement. "Special Tax Revenues" is defined under the Fiscal Agent Agreement to mean the proceeds of the Special Taxes received by the City, including any scheduled payments thereof, interest and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said interest, but does not include any interest or penalties in excess of the interest due on the 1998 Series A Bonds collected in connection with any such foreclosure. "Special Taxes" is defined under the Fiscal Agent Agreement to mean the special taxes levied by the City Council within the District pursuant to the Act and the Fiscal Agent Agreement. The amount of Special Taxes that the District may levy in any fiscal year is strictly limited by the maximum special tax rates established by the rate and method of apportionment (the "Rate and Method") that was approved by the qualified electors within the District. See "THE COMMUNITY FACILITIES DISTRICT - Rate and Method of Apportionment" herein. The Special Tax Revenues The City has covenanted in the Fiscal Agent Agreement to comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including, without limitation; the enforcement of delinquent Special Taxes. Pursuant to the Fiscal Agent Agreement, the Finance Director will effect the levy of the Special Taxes each fiscal year, in accordance with the Ordinance Levying Taxes, by each August 1 that the 1998 Series A Bonds are Outstanding. Upon the completion of the computation of the amount of the levy, the Finance Director will prepare or cause to be prepared, and will transmit to the auditor/controller of the County (the "Auditor"), such data as the Auditor requires to include the levy of the Special Taxes on the next secured tax roll. The Finance Director will fix and levy the amount of Special Taxes within the District required for the payment of principal of, premium, if any and interest on any outstanding Bonds of the District becoming due and payable during the ensuing fiscal year, including any necessary replenishment or expenditure of the Reserve Fund, and an amount estimated to be sufficient to pay the Administrative Expenses during such fiscal year. The DOCSLA 1:219087.5 40484-38-JK2-05/I/98 11 Special Taxes so levied on any parcel in any fiscal year may not exceed the Maximum Special Tax Rate as set forth in the Rate and Method. See "THE COMMUNITY FACILITIES DISTRICT - Rate and Method of Apportionment" and Appendix B hereto. Because each Special Tax levy is limited to the Maximum Special Tax rates authorized by the qualified electors of the District as set forth in the Rate and Method, no assurance can be given that the an amount sufficient for the required Annual Special Tax Levy can be levied. Moreover, it is possible that under certain circumstances the Maximum Special Tax rates could be reduced from current levels. "SPECIAL RISK FACTORS - Right to Vote on Taxes Act" below. The Rate and Method provides that each fiscal year the total amount of principal of, premium, if any, and interest on the 1998 Series A Bonds payable from Special Taxes levied during such fiscal year, added to the amount estimated to be incurred during such fiscal year for administrative expenses relating to the 1998 Series A Bonds and the Special Tax, and the amount necessary to replenish the Reserve Fund to the Reserve Requirement will be calculated and will be divided by the total number of acres of taxable property in the District. The resulting amount per acre will be multiplied by the number of acres in each parcel to produce the amount of the Special Tax for such parcel for the fiscal year, but such amount may not exceed a Maximum Special Tax rate of $10,000 per acre for fiscal year 1990-91, which Maximum Special Tax rate will be increased on July 1 of each year, commencing July 1, 1991, by an amount equal to 2% per annum above the rate in effect for the previous year. According to MuniFinancial Services, Inc., the special tax consultant for the City (the "Special Tax Consultant"), the Maximum Special Tax rate for fiscal year 1997-98 was $11,491.95 per acre. The Special Taxes are payable and will be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and will have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do general taxes on real property; provided, however, that the Finance Director has the discretion under the Fiscal Agent Agreement to cause the collection of any Special Taxes by direct, first class mail billing to the then owner of each parcel in lieu of billing for such Special Taxes in the same manner as general taxes. Pursuant to the Fiscal Agent Agreement, the Finance Director will deposit, immediately upon receipt, all Special Tax Revenues received by the City and certain other amounts to the Special Tax Fund established under the Fiscal Agent Agreement, to be held for the benefit of the City and the Owners of the 1998 Series A Bonds. See "SECURITY FOR THE 1998 SERIES A BONDS - Special Tax Fund." Although the Special Taxes will be levied against, and constitute a lien against, taxable parcels within the District, they do not constitute a personal indebtedness of the respective property owners. There is no assurance that the property owners will be financially able to pay the annual Special Taxes or that they will pay such taxes even if financially able to do so. See "SPECIAL RISK FACTORS." DOCSLA 1:219087.5 40484-38-JK2-05/1/98 1 2 Special Tax Fund The Special Tax Fund is created and established under the Fiscal Agent Agreement, is held by the Finance Director for the benefit of the City and the Owners of the 1998 Series A Bonds and, pending any disbursement, is subject to a lien in favor of the Owners of the 1998 Series A Bonds. From time to time as needed to pay the obligations of the District, but no later than the sixth Business Day before each Interest Payment Date, the Finance Director will withdraw from the Special Tax Fund and transfer (a) to the Fiscal Agent for deposit by the Fiscal Agent in the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund equals the Reserve Requirement, and (b) to the Fiscal Agent for deposit by the Fiscal Agent in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Capitalized Interest Account, the Improvement Fund and the Reserve Fund to the Bond Fund pursuant to the Fiscal Agent Agreement, respectively, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the 1998 Series A Bonds on the next Interest Payment Date; provided that no such transfer shall exceed the amount then available to be transferred from the Special Tax Fund. Amounts then in the Special Tax Fund shall also be deposited from time to time by the Finance Director in the Administrative Expense Fund as necessary to pay Administrative Expenses, but any such transfer shall not exceed in any Fiscal Year, the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses with respect to the Special Taxes theretofore collected in the District. Notwithstanding the foregoing, the amounts representing the collection of delinquent Special Taxes, to the extent transfers in respect of such delinquencies have been made from the Delinquency Maintenance Fund to the Bond Fund, and if all transfers to the Bond Fund for such Fiscal Year have been made and the Reserve Fund is then at the Reserve Requirement, may, at the direction of the · Finance Director, be transferred to the Improvement Fund, to be used for the purposes thereof, or to the Bond Fund to be used to optionally redeem Bonds on the next date for which notice of redemption can timely be given. See "APPENDIX D - Summary of Fiscal Agent Agreement." Reserve Fund The Fiscal Agent Agreement provides that the Reserve Fund will be maintained in an amount equal to the Reserve Requirement (as hereinafter defined). On the date of issuance of the 1998 Series A Bonds, the Fiscal Agent will deposit $ of the proceeds of the 1998 Series A Bonds to the Reserve Fund in satisfaction of the Reserve Requirement. See "ESTIMATED SOURCES AND USES OF FUNDS." Except as otherwise provided in the Fiscal Agent Agreement, all amounts deposited in the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the 1998 Series A Bonds or, in accordance with the provisions of the Fiscal Agent Agreement, for the purpose of redeeming Bonds from the Bond Fund. I~)cc'S[~A 1:219087.5 40484-38-J K2 -05/I/98 13 The term "Reserve Requirement" is defined under the Fiscal Agent Agreement to mean, as of any date of calculation, an amount equal to the lesser of (a) Maximum Annual Debt Service, (b) 125% of the then Average Annual Debt Service, or (c) 10% of the initial principal amount of the 1998 Series A Bonds. Pursuant to the Fiscal Agent Agreement, as soon as practicable after the receipt by the City of any Special Tax Revenues or the transfer of any excess funds in the Administrative Expense Fund, but not later than 30 days after such receipt or transfer, the Finance Director will with draw from the Special Tax Fund and transfer the amounts specified in the Fiscal Agent Agreement to the Administrative. Expense Fund and the Bond Fund. After making such transfers, the Finance Director will transfer to the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund equals the Reserve Requirement; provided that no such transfers shall exceed the amount then available to be transferred from the Special Tax Fund. Whenever, on the sixth Business Day before any Interest Payment Date, or any other date at the request of the Finance Director, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent will provide written notice to the Finance Director of the amount of the excess and will transfer an amount equal to the excess from the Reserve Fund to the Capitalized Interest Account or, if such account has been closed, to the Bond Fund, to be used to pay interest on the 1998 Series A Bonds on the next Interest Payment Date. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding 1998 Series A Bonds, including interest accrued to the date of payment or redemption and premium, if any due upon redemption, the Fiscal Agent will, upon the written request of the Finance Director, transfer any amounts in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding 1998 Series A Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding 1998 Series A Bonds, the balance in the Reserve Fund will be transferred to the Finance Director to be used by the City for any lawful purpose. Parity Bonds The City may, from time to time, without the consent of the Owners of the 1998 Series A Bonds, issue bonds (the "Parity Bonds" and, together with the 1998 Series A Bonds, the "Bonds")) in addition to the 1998 Series A Bonds, upon compliance with the provisions of the Fiscal Agent .Agreement. Any such Parity Bonds will constitute Bonds under the Fiscal Agent Agreement, and will be secured by a lien on the Special Tax Revenues and funds pledged for payment of the Bonds on a parity with all other Bonds Outstanding under the Fiscal Agent Agreement. The City may issue the Parity Bonds subject to, among others, the following conditions precedent: (a) the market value, as shown by (i) an appraisal meeting the requirements set forth in the Fiscal Agent Agreement, of all parcels of real property in the District subject to the levy of the Special Taxes and not delinquent in the payment of any Special Taxes, or (ii) in the D(K.'SLA 1:219087.5 40484-38-JK2-05/I/98 14 alternative, the assessed value of all nondelinquent parcels and improvements as shown on the then current County real property tax roll available to the Finance Director (collectively, the "District Value"), is at least three times the sum of (A) the aggregate principal amount of all Bonds then Outstanding, plus (B) the aggregate principal amount of the Parity Bonds proposed to be issued, plus (C) the aggregate principal amount of any fixed assessment liens on the parcels in the District subject to the levy of Special Taxes, plus (D) a portion of the aggregate principal amount of any and all other community facilities district bonds then outstanding and payable at least partially from special taxes to be levied on parcels of land within the District, using the calculation specified in the Fiscal Agent Agreement; and (b) the City obtains a certificate of a Tax Consultant (as defined in the Fiscal Agent Agreement) to the effect that (i) the amount of the maximum Special Taxes that may be levied in each fiscal year is at least 100% of the total Annual Debt Service for each such fiscal year on the Bonds and the proposed Parity Bonds. For a description of the other conditions precedent to the issuance of Parity Bonds, see "APPENDIX D - Summary of Fiscal Agent Agreement." Delinquency Maintenance Fund The Delinquency Maintenance Fund is established under the Fiscal Agent Agreement as a separate account to be held by the Fiscal Agent. A deposit will be made to the Delinquency Maintenance Fund on the Closing Date from amounts on deposit in the earnings fund for the Prior Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS." Moneys in the Delinquency Maintenance Fund will be held by the Fiscal Agent for the benefit of the City and the Owners of the 1998 Series A Bonds, and will be disbursed as described below and, pending any disbursement, will be subject to a lien in favor of the Owners of the 1998 Series A Bonds. Amounts will be withdrawn from the Delinquency Maintenance Fund by the Fiscal Agent and transferred to the Bond Fund when amounts in the Bond Fund are insufficient to pay the principal of, and interest and any premium payable on the 1998 Series A Bonds on any Interest Payment Date. On such date as the Finance Director certifies in writing to the Fiscal Agent that delinquencies in the collection of Special Taxes levied in the District have been less than 5% of the total Special Taxes levied in each such year, the Fiscal Agent will transfer all amounts then on deposit in the Delinquency Maintenance Fund to the Improvement Fund to be used for the purposes of the Improvement Fund. Covenant for Superior Court Foreclosure In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in the superior courts of the State to foreclose any lien therefor. In such action the real property subject to the Special Taxes may be sold at a judicial foreclosure sale. Such judicial foreclosure proceedings are not mandatory. However, in the Fiscal Agent Agreement, the City has covenanted for the benefit of the owners of the 1998 Series A Bonds D(X'S LA 1:219087.5 40484-38-JK2-05/1/98 15 that it will order, and cause to be commenced as provided in the Fiscal Agent Agreement and described below, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due. The Finance Director will notify the City Attorney of any such delinquency of which it is aware, and the City Attorney will commence, or cause to be commenced, such proceedings. On or about July 1 of each Fiscal Year, the Finance Director will compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the City and (a) with respect to individual delinquencies, if the Finance Director determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $2,500 or more, then the Finance Director will send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings will be commence by the City within 90 days of such determination, or (b) with respect to aggregate delinquencies, if the Finance Director determines that (i) the total amount of delinquent Special Tax for the prior Fiscal Year for the entire District (including the total of all individual delinquencies) exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year, or (ii) there are 10 or fewer owners of real property within the District, determined by reference to the latest available secured property tax roll of the County, the City shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 45 days of such determination, and shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in the District with a Special Tax delinquency. The fees, costs and expenses incurred by the City in pursuing such foreclosure actions constitute an Administrative Expense under the Fiscal Agent Agreement. The ability of the City to foreclose the lien of delinquent unpaid Special Taxes may be limited in certain instances and may require prior consent of the obligee in the event the property is owned by or in receivership of FDIC. See "SPECIAL RISK FACTORS - Bankruptcy" and" Payments by FDIC." If the Reserve Fund is depleted, there could be a default or a delay in payments to the Owners of the 1998 Series A Bonds pending prosecution of foreclosure proceedings and receipt by the City of foreclosure sale proceeds, if any. However, within the limits of the Rate and Method, the City may adjust the Special Taxes levied on all property within the District to provide an amount required to pay debt service on the 1998 Series A Bonds and to replenish the Reserve Fund. No assurances can be given that a judicial foreclosure action, once commenced, will be completed or that it will be completed in a timely manner. If a judgment of foreclosure and order of sale is obtained, the judgment creditor (the City, on behalf of the District) must cause a Notice of Levy to be issued. Under current law, a judgment debtor (property owner) has 120 days from the date of service of the Notice of Levy in which to redeem the property to be sold, which period under recent legislation may be shortened to 20 days for parcels other than those on which DOCSLA 1:219087.5 40484-38-JK2-05/1/98 16 a dwelling unit for not more than four persons is located. If a judgment debtor fails to redeem and the property is sold, his only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action, a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (Section 701.680 of the California Code of Civil Procedure). The constitutionality of the aforementioned legislation, which repeals the former one-year redemption period, has not been tested; and there can be no assurance that, if tested, such legislation will be upheld. Any parcel subject to foreclosure sale must be sold at the minimum bid price (equal to the sum of delinquent Special Tax installments, penalties, interest, attorney's fees and costs of collection and sale) unless a lesser minimum bid price is authorized by the Owners of 75% of the principal amount of the 1998 Series A Bonds Outstanding. Property Values The City has caused an appraisal report dated March 25, 1998 (the "Appraisal Report") to be prepared by Bruce W. Hull & Associates, Inc. (the "Appraiser"). The Appraisal Report was prepared to estimate the market value as of March 23, 1998 of the unimproved property in the District, and to report the assessed value, as of January 1, 1997, of the improved property (i.e. the property with structures) in the District. As of March 25, 1998, approximately 517 acres (78%) of the property in the District is unimproved. The Appraiser used the sales comparison approach to derive an estimated market value of the unimproved property in the District, with the exception of the commercial portion of one large parcel and another large parcel that is being developed as a regional shopping center, as described below. Under this approach, the Appraiser analyzed the market for similar properties, and compared them to the unimproved property in the District. See the Summary Appraisal Report attached hereto as Appendix A for a complete description of the assumptions made and a brief description of the valuation methodology used by the Appraiser. A complete copy of the Appraisal Report, containing a full description of the methodologies and analyses employed by the Appraiser, is on file with the City. The Appraiser valued an approximately 18.19 acre commercial/office/church portion of a 104.56 acre mixed use site, and an approximately 179.48 acre site planned for development as a regional shopping center/power center, using alternatives to the sales comparison approach. According to the Appraisal Report, the 18.19 commercial/office/church parcel is subject to a specific plan but, unlike the other portions of the 104.56 acre mixed use site, is not currently being marketed. Consequently, the Appraiser valued the commercial/office/church parcel using the sales comparison approach, but discounted the value of that portion of the mixed use site by two years. The portion of the 179.48 acre site planned for construction of a regional shopping center (approximately 102 acres) is at an advanced stage of development, with an executed development agreement, full entitlements and approximately 50% of the gross leaseable space pre-leased. Since a buyer of this site would essentially be purchasing a regional shopping center site to be built, the Appraiser valued this site on a land residual basis. Using the land residual method, the Appraiser estimated the capitalized value of the shopping center if complete and discounted that value for the three years it would take to reach stabilized value, added the [X)CSLA 1:219087.5 40484-38-JK2-05/I/98 17 estimated income stream for the three years it would take to reach stabilized value and subtracted the remaining costs to complete the shopping center to arrive at a residual land value for the property. The Appraiser valued the remaining portions of the 179.48 acre site, scheduled for development with retail outlets, restaurants and a power center, using a discounted cash flow analysis. In performing this analysis, the Appraiser considered the anticipated absorption of the property, estimated the revenue stream for each year until sale and the remaining development costs to arrive at a net revenue stream from land sales, and discounted the revenue stream to arrive at a value for the property. It should be noted that Forest City Development Califomia, Inc. ("Forest City"), the entity that is expected to develop the regional shopping center and related facilities, does not currently own the property on which the facilities are to be constructed. The City has been informed that Forest City expects to acquire the property in early June, 1998. If Forest City does not acquire the property as anticipated, the value of 179.48 acre site would be less than the value as currently estimated by the Appraiser. See the Summary Appraisal Report attached hereto for additional description of the assumptions made and the methodology used by the Appraiser. For additional information regarding the anticipated development of the above-described property, see "THE COMMUNITY FACILITIES DISTRICT - Land Ownership and Development." .The Appraisal Report also sets forth the assessed value, as of January 1, 1997, of the improved property in the District. The Appraiser analyzed the assessed value of the improved property in the District by (i) separating the property into residential uses and commercial/offices uses, and (ii) dividing property with commercial/office uses into property with a pre-1995 "base" year (i.e. the year in which the County Assessor has revalued a parcel due to sale) and property with a base year of 1995 or later, to determine recent sales activity among the improved parcels. According to the Appraisal Report, approximately 44% of the improved property in the District has experienced sales activity since 1995. See the Summary Appraisal Report attached hereto as Exhibit A for a more detailed description of the analysis and the assumptions made by the Appraiser in connection with such analysis. On the basis of the above-described approach, and subject to the assumptions and limiting conditions set forth in the Appraisal Report, the Appraiser has estimated thb market value of the unimproved property in the District, as of March 25, 1998, to be $75,758,000. In addition, the Appraiser reports that the assessed value of the improved property in the District, based upon the records of the Riverside County Assessor as of January 1, 1997, is $146,804,103. The total estimated market value of the subject parcels as reported in the Appraisal Report is $222,562,103, or approximately 13.17 times the $16,900,000' estimated principal amount of the 1998 Series A Bonds, and approximately 7.04 times the estimated principal amount of the 1998 Series A Bonds, and the $14,720,616 of other outstanding public indebtedness applicable to the property in the District. See "- Direct and Overlapping Debt" below. The foregoing ratios represent estimated District-wide averages only and the actual ratios for parcels of !and within the District will vary significantly. See "- Value-to-Debt" Preliminary, subject to change. DOCSLA 1:219087.5 40484-38-JK2-05/I/98 1 8 below for the ratio of value to proposed Bond debt applicable to property owned by the top ten landowners in the District. No assurance can be given that the foregoing ratios can or will be maintained during the period of time that the 1998 Series A Bonds are Outstanding. The District has no control over the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, is on a parity with the Special Taxes. See "SPECIAL RISK FACTORS - Appraised and Assessed Values." Reference is made to the complete Appraisal Report for a full and complete statement of the assumptions and methodology used therein. Direct and Overlapping Debt Set forth in the table below is a summary of the existing indebtedness payable from taxes and assessments that may be levied on property in the District. No assurance can be given that the indebtedness set forth in the table below includes all of the indebtedness payable from taxes and assessments that may be levied on property within the District. Moreover, neither the City nor the District has any control over the amount of indebtedness that could be issued by other public agencies in the future, and the liens on the property within the District could greatly increase, without any corresponding increase in the value of such property, and thereby severely reduce the ratio that exists at the time the 1998 Series A Bonds are issued between the value of the property within the District and the debt secured by all taxes and assessments thereon. In the event of a delinquency in the payment of a Special Tax levy, no assurance can be given that the proceeds of any foreclosure sale would be sufficient to pay the delinquent Special Taxes and any other delinquent assessments, special taxes or taxes. See "Property Values" above. DOCSLA 1:219087.5 40484-38-JK2-05/I/98 1 9 Table 1 Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Direct and Overlapping Debt 1997-98 Assessed Valuation: $235,702,562 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: Metropolitan Water District Eastern Municipal Water District, I.D. No. U-8 Temecula Valley Unified School District Rancho California Water District, Rancho Division Riverside County Assessment District No. 161 City of Temecula Community Facilities District No. 88-12 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT Avvlicableo) 0.011% 2.851 5.443 7.464 1.340 00.000 OVERLAPPING GENERAL FUND OBLIGATION DEBT: Riverside County General Fund Obligations Riverside County Board of Education Certificates of Participation Riverside County Flood Control and Water Conservation District Obligations Temecula Unified School District Certificates of Participation Rancho California Water District Certificates of Participation Temecula Community Services District Certificates of Participation TOTAL GROSS OVERLAPPING GENERAL FUND OBLIGATION DEBT Less: Riverside County Administrative Center Authority (100% self- supporting from tax increment revenues) Temecula Unified School District (100% self-supporting from tax increment revenues) TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT 0.156% 0.156 0.185 2.418 4.041 3.403 GROSS COMBINED TOTAL DEBT NET COMBINED TOTAL DEBT (1) Based on redevelopment adjusted all property valuation of $90,814,962 (2) Indicates issue to be refunded. (3) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. RATIOS TO ASSESSED VALUATION: Direct Debt ($16,900,000) ................................................................7.17% Total Direct and Overlapping Tax and Assessment Debt ................. 9.12% Gross Combined Total Debt ...........................................................13.49% Net Combined Total Debt ...............................................................13.42% SHARE OF AUTHORIZED AND UNSOLD GENERAL OBLIGATION BONDS: Temecula Valley Unified School District .....................................$364,681 Metropolitan Water District ................................................................5,500 Eastern Municipal Water District, I.D. No. U-8 .............................148,252 Rancho California Water District, Rancho Division ....................... 794,170 STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/97: ................ $0 Source: California Municipal Statistics, Inc. $ $ Debt 5/1/98 61,062 204,8,44 3,019,504 730,495 583,905 16,900,0002) $21,449,810 957,104 30,360 2,492 330,903 8,815,153 155,177 10,291,189 10,795 159,588 10,120,806 31,790,999(3) 31,620,616. DOCSLA 1:219087.5 40484-38-J K2-05/I/98 20 Value-to-Debt As further described under "THE COMMUNITY FACILITIES DISTRICT - Land Ownership and Development," as of March25, 1998, approximately 519 acres (78%) of the property in the District is owned by ten landowners. The following table sets forth the acreage owned in the District by each such landowner, the property's estimated share of the total principal amount of the 1998 Series A Bonds, the value of such property as set forth in the Appraisal Report and the value-to-debt ratios for such property. The top ten property owners are currently expected to be responsible for approximately 73% of the principal amount of the 1998 Series A Bonds. Table 2 Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) for Top Ten Landowners Debt Allocation and Value-to-Debt Ratios Proposed Share Property of 1998 Value-to- Owner Acreage Series Bonds(2) Property Value Debt Ratio LGA-7°) 179.48 $5,085,714.94 $37,800,000(3) 7.43 Campos Verdes 84.51 1,750,183.09 6,500,000 3.71 North Plaza LLC 44.19 1,242,818.33 3,706,000°) 2.98 Eli Lilly & Co. 41.72 1,173,350.98 7,356,000(4) 6.27 Palm Plaza 35.81 1,007,135.19 31,302,775(4) 31.08 Rancho California Highlands 34.11 959,323.88 1,558,000(4) 1.62 Don B. Norris 28.15 791,702.47 1,285,000® 1.62 Advanced Cardiovascular 25.86 727,297.00 34,070,000°) 46.84 AEW/LBA 24.74 295,797.66 17,980,116(4) 25.84 Good Land Inv. 19.9 559,676 1,750,000 3.13 TOTALS [519.82] $12,420,183.00 $136,657,891 11.00 (1) It is anticipated that LGA-7 will sell approximately 130 acres to Forest City Development California, Inc. See "THE COMMUNITY FACILITIES DISTRICT - Land Ownership and Development." (2) [Explain calculation] (3) Reflects appraised value as set forth in the Appraisal Report. (4) Reflects appraised values for unimproved property, and assessed values for improved property, as set forth in the Appraisal Report I)OCSI. A 1:219087.5 40484-38-JK2-05/1/98 21 THE COMMUNITY FACILITIES DISTRICT Location and Description of the District The District consists of approximately 666 acres of partially improved land. The District is bounded generally on the west by Interstate Highway 15, on the north by the Winchester Road, on a line parallel to Interstate Highway 15 on the east and by Rancho Vista Road on the south. Ynez Road bisects the District from north to south. The property within the District is zoned for a variety of uses, including light industrial, commercial, professional office, business park, park/recreation, and low, medium and high density residential. See "THE COMMUNITY FACILITIES DISTRICT - Zoning and Specific Plans" herein for further description of the permitted land uses within the District. The property in the southem portion of the District near the intersection of Ynez Road and Rancho Califomia Road is largely developed with commercial projects. The Temecula Autopark is located in the center of the District along Ynez Road, and the southwest comer of Winchester Road and Ynez Road is improved with a shopping center. There are several vacant parcels in the District, including a large parcel (approximately 179 acres) east of Ynez Road and south of Winchester Road, which is currently planned for development as a regional shopping mall. See "THE COMMUNITY FACILITIES DISTRICT - Land Ownership and Development" herein. A map and aerial photo of the District appear on the following pages. IX)CSLA 1:219087.5 40484-38-JK2-05/I/98 22 [MAP OF DISTRICT] DOCSLA 1:219087.5 40484-38-JK2-05/I/98 23 [AERIAL PHOTO] DOCS LA 1:219087.5 40484-38-JK2-05/I/98 24 Location and Description of the City The City was incorporated on December 1, 1989, as a general law city. The City operates under a City Manager form of government and has a five-member City Council. The City currently has a population of approximately 43,100, up from 25,300 in 1990. The City is located in the southwestern portion of the County at the eastern foot of the mountains that comprise the Cleveland National Forest. The City is approximately 85 miles southwest of the City of Los Angeles, and 55 miles north of the City of San Diego. Interstate Highway 15 bisects the City from north to south. The land within the City and the surrounding region is characterized by rolling hills with some large flat areas, and is crossed by numerous stream and creek channels. The southeastern portions of the surrounding area are currently utilized for various agricultural purposes, including several wineries and citrus orchards. See Appendix C for additional economic and demographic information about the City. Summary of District Proceedings The Board of Supervisors (the "Board") of the County formed the District under the Act by adopting Resolution No. 88-449 on September 26, 1989, as amended by Resolution No. 90- 046, adopted by the Board on January 9, 1990. At a special election held on March 23, 1990 the qualified electors of the District authorized the District to incur a bonded indebtedness up to $60,000,000, and approved the Rate and Method to pay the principal of, premium, if any, and interest on the bonded indebtedness. Following public hearings conducted pursuant to the provisions of the Act, the Board adopted Resolution No. 92-157 on March 31, 1992 which, among other matters, authorized the issuance of the Prior Bonds. The boundaries of the City encompass all of the property in the District. Effective December 1, 1997, the Board and the City Council of the City entered into any agreement transferring governance of the District from the Board to the City Council, and the City and the Board have taken all actions necessary under the Act to so transfer the governance of the District to the City Council. On May 12, 1998, the City Council adopted Resolution No. __ matters, authorized the issuance of the 1998 Series A Bonds. which, among other Rate and Method of Apportionment The Board approved the Rate and Method for the District pursuant to Resolution No. 89- 449, as amended by Resolution No. 90-046 adopted on January 9, 1990. The Rate and Method provides that each fiscal year the total amount of principal of, premium, if any, and interest on the 1998 Series A Bonds of the District payable from Special Taxes levied during such fiscal year, added to the amount estimated to be incurred during such fiscal year for administrative IXX'S LA 1:219087.5 40484-38-JK2-05/I/98 25 expenses relating to the 1998 Series A Bonds and the Special Tax, and the mount necessary to replenish any reserve fund established for such bonds to the reserve requirement therefor will be calculated and will be divided by the total number of acres of taxable property in the District. The resulting amount per acre will be multiplied by the number of acres in each parcel to produce the amount of the Special Tax for such parcel for the fiscal' year, but such amount may not exceed a Maximum Special Tax rate of $10,000 per acre for fiscal year 1990-91, which Maximum Special Tax rate is increased on July 1 of each year, commencing July 1, 1991, by an amount equal to 2% per annum above the rate in effect for the previous year. According to the Special Tax Consultant, the Maximum Special Tax rate for fiscal year 1997-98 was $11,491.95 per acre. Property which, at the time of formation of the District, was owned by a public agency or which must be acquired by or dedicated to a public agency in order to construct any of the public facilities to be financed by the District, are exempt from the levy of the Special Taxes pursuant to the Rate and Method. Property that is conveyed or irrevocably offered for dedication to a public agency after formation of the District for a purpose other than the acquisition or construction of the public facilities to be financed by the District is subject to the Special Tax on an annual basis unless the public agency elects to prepay the Special Tax. See "SPECIAL RISK FACTORS - Insufficiency of Special Taxes" for a discussion of risks relating to exempt property and public property. The full text of the Rate and Method is set forth in Appendix B hereto. Sales Tax Agreement The City has recognized that certain of the public facilities to be constructed with the proceeds of the 1998 Series A Bonds and any other bonds that may be issued by the District will benefit the community as a whole, and not just the property within the District. Accordingly, the City has entered into an agreement with the 25 property owners within the District (the "Property Owners") whereby the City has agreed to appropriate and make available for the payment of the principal of and interest on the 1998 Series A Bonds of the District (including the 1998 Series A Bonds), a portion of the sales and use tax revenues received by the City from businesses located within the District. Pursuant to the Agreement Regarding Sales Tax Revenues as to Businesses Located Within the Boundaries of Community Facilities District No. 88-12 (Ynez Corridor) of the County of Riverside, California, dated as of June 14, 1991, as amended (the "Sales Tax Agreement") between the City and the Property Owners, the City has agreed to annually retain up to 50% of the revenues of all sales and use taxes realized from the commercial and industrial businesses located on parcels in the District upon which a commercial or industrial business or single or multi-family residence is located as of April 1 of any year, with curb and gutter adjacent thereto ("Developed Parcels"), and to apply such retained funds to reimburse the Special Tax to be levied on the parcels in the District owned by the Property Owners or their successors, heirs or assigns. The Sales Tax Agreement provides that the City will use its best efforts to appropriate sales tax revenues each year, provided that the City is not obligated to make any such appropriation if there are not sufficient funds in the general fund of the City to do so. [X)C'S LA 1:219087.5 40484-38-JK2-05/I/98 26 The Sales Tax Agreement comains a formula for determining the amount of such reimbursement, which ranges from 25% to 50% of the sales and use taxes received by the City from the businesses within the District, depending upon the principal amount of bonds issued by the District. The Sales Tax Agreement provides that no parcel will be entitled to receive benefit thereunder if property taxes and assessments levied thereon in prior fiscal years are delinquent. The City reports that since fiscal y. ear 1993-94, the Property Owners with Developed Parcels have received 100% reimbursement pursuant to the Sales Tax Agreement for payment of the Special Taxes levied on their property, and reimbursement to Property Owners with Undeveloped Parcels has ranged from 3.6% to 8.4% of the Special Tax levied on such property. Amounts paid under the Sales Tax Agreemere are not pledged to the payment of the Special Taxes or the 1998 Series A Bonds. The 1998 Series A Bondholders are not third party beneficiaries of the Sales Tax Agreemere and have no rights therein. Zoning and Specific Plans The zoning designations within the District are as follows: (i) CC - Community Commercial, (ii) SC - Service Commercial, (iii) HT - Highway/Tourist Commercial, (iv) LI - Light Industry, (iv) PO - Professional Office, (v) BP - Business Park, (vi) PR - Parks/Recreation, (vii) LM - Low/Medium Density Residential, (viii) M - Medium Density Residential, and (ix) High Density Residential. The table below shows the acreage allocated to each permissible land use within the District. IXX.'S LA 1:219087.5 41)484-38-J K2 -05/I/98 27 Table 3 Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Planned Land Uses (As of May 1, 1998) Percentage of Land Use Acreage Total Community Commercial 292.6 44% Service Commercial 93.3 14 Highway/Tourist Commercial 12.2 1 Light Industrial 30.9 5 Professional Office 21.3 3 Business Park 37.8 6 Parks/Recreation 18.0 3 Low/Medium Residential 40.0 6 Medium Residential 19.4 3 High Residential 40.0 6 Roads, Curbs, etc. 60.5 9 TOTAL 66.6 100% Source: City of Temecula In addition, there are three specific plans within the District. The Regional Center Specific Plan No. 263, approved by the City Council on October 11, 1994 (the "Regional Center Specific Plan") relates to the development of a proposed regional shopping center and "power center" on approximately 130 acres of property located at the southeast comer of Winchester Road and Ynez Road in the District. Specific Plan No. 1, approved by the City C6uncil on September 13, 1994, as amended (the "Campos Verdes Specific Plan") relates to the development of residential, commercial and public uses on approximately 133 acres of property located east of Margarita Road and adjacent to the regional shopping center permitted by the Shopping Center Specific Plan. Finally, Specific Plan No. 180, initially approved by the County Board of Supervisors on June 5, 1984 (the "Rancho Highlands Specific Plan") relates to the development of residential, office, church and public uses on approximately 266 acres in the southern portion of the District. Development Agreement On December 17, 1996, Forest City and LGA-7 entered into a Development Agreement (the "Development Agreement") with the City setting forth the terms and conditions for the development of a regional shopping mall and certain other projects on approximately 179 acres in the District. As of May 1, 1998, LGA-7 owns all of the property that is the subject of the DOCSLA 1:219087.5 40484-38-J K: -05/1/98 28 Development Agreement. It is currently expected that Forest City will acquire approximately 130 acres from LGA-7 in early June, 1998, and that Forest City will develop the regional shopping mall and power center described in the Development Agreement. For additional information regarding Forest City and the project to be developed by Forest City pursuant to the Development Agreement, see "THE COMMUNITY FACILITIES DISTRICT - Land Ownership and Development." The Development Agreement was entered into pursuant to California Government Code Section 65864 et seq. (the "Development Agreement Law"), and is in effect for a term of 10 years unless terminated, modified or extended upon mutual written consent of the parties. Pursuant to the Development Agreement, the City has granted Forest City the vested right to develop a regional shopping mall and a separate power center on the property that it expects to own, consistent with the development standards and restrictions set forth in the Development Agreement. In addition, the City has granted LGA-7 the vested right to develop a project on the remaining property that it expects to own, consistent with the development standards and restrictions set forth in the Development Agreement and certain future approvals to be granted by the City; provided that LGA's rights do not vest until Forest City has commenced construction of the regional shopping mall. The City has also agreed under the Development Agreement to construct certain regional public infrastructure improvements such as road improvements, power and communication line upgrades, storm drain improvements and the Project. Subsequent to the execution of the Development Agreement, Forest City prepared a development plan for the property it expects to own, which provides for the development and construction of the shopping mall and the power center thereon. Forest City's development plan was approved by the City's Planning Commission on April __, 1997. See "THE COMMUNITY FACILITIES DISTRICT - Land Ownership and Development" below. While the Development Agreement Law provides that a developer can obtain a vested right to build a project pursuant to a validly executed development agreement, there is no appellate court authority in California as to the enforceability of development agreements. Consequently, although the Development Agreement purports to provide Forest City and LGA-7 with a vested right to build their respective projects, there can be no assurances that a court would hold that the Development Agreement protects Forest City's and LGA-7's rights to build those projects as currently planned if the Development Agreement was challenged in court, if the City fails to fulfill its obligations under the Development Agreement or if more restrictive local land use regulations are adopted in the future. Additionally, public entities not bound by the terms of the Development Agreement may impose additional conditions on the projects. Environmental Review Pursuant to the California Environmental Quality Act ("CEQA"), the environmental documentation for the formation of the District consisted of a negative declaration supported by environmental assessment No. 34121, prepared by the County and approved by the Board on September 26, 1989. This negative declaration concluded that the formation of the District would cause no new significant environmental impacts. Subsequently, the City Council IX)CSLA 1:219087.5 40484-38-JK2-05/1/98 29 approved (i) a negative declaration in connection with the widening of Ynez Road on January 8, 1991, (ii) a notice of exemption in connection with the acquisition of certain park land by the District on January 8, 1991, and (iii) a negative declaration in connection with the construction of the Overland Overcrossing on January 14, 1992, each of which concluded that the construction of such improvements would cause no new significant environmental impacts. In addition, the City conducted and the City Council approved an environmental review with respect to the Development Agreement in accordance with CEQA. Environmental Impact Report No. 340 ("EIR No. 340") was previously prepared and approved by the City Council. On July 13, 1993, following a duly noticed public hearing, the City Council adopted Resolution No. 93-57 certifying EIR No. 340 with an addendum, and also approved a mitigation monitoring program for the property. On October 11, 1994, City Council approved Resolution No. 94-100 determining that there was no additional environmental impact as a result of certain changes that were made to the development plan for the property that is the subject of the Development Agreement. Finally, on December 17, 1996, the City Council adopted Resolution No. 96-153 determining that no further environmental review was necessary for the development of the property pursuant to the Development Agreement and the development plan prepared by Forest City. Land Ownership and Development Land Ownership. The table below shows the number of parcels and the acreage owned by the 10 major landowners in the District as of , 1997, along with each owner's share of the total 1997-98 Special Tax levy of $1,705,327.32. DOCSLA 1:219087.5 40484-38-JK2~05/I/98 30 Table 4 Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Major Property Owners Fiscal Year 1997-98 Number Total Property Owner of Parcels Acreage LGA-7, Inc. 8 180.83 Campos Verdes 8 104.51 North Plaza LLC 13 44.19 Eli Lilly & Co. 4 41.72 Palm Plaza 7 35.81 Don B. Norris 3 28.15 Advanced Cardiovascular 2 25.86 AEW/LBA 9 24.74 Rancho Calif. Highlands 6 21.69 Good Land Inv. 1 19.90 TOTALS Source: MBIA MuniFinancial Share of 1997-98 Special Tax Levy 27.79% 16.06 6.79 6.41 5.50 4.33 3.97 3.80 3.33 3.06 58 527.40 81.05% DOCSLA 1:219087.5 40484-38-JK2-05/I/98 31 The following table reflects the top ten property owners in the District as of March 25, along with each owner's estimated share of the proposed 1998-99 Special Tax levy. Table 5 Community Facilities District No. 88-12 of the City of Temeeula (Ynez Corridor) Top Ten Property Owners Fiscal Year 1998-99 (Estimated) Property Owner LGA-7, Inc.°) Campos Verdes North Plaza LLC Eli Lilly & Co. Palm Plaza Rancho California Highlands Don B. Norris Advanced Cardiovascular Arden Realty, Inc. Good Land Inv. TOTALS Number Total of Parcels Acreage Share of 1998-99 Special Tax Levy Source: MBIA MuniFinancial Proposed Development in the District. Current information with respect to certain of the major landowners in the District and the property they own in the District is set forth below. This information has been obtained from the landowners, and the City makes no representation as to the accuracy of such information. Forest City and The Promenade in Temecula Forest City is a California corporation based in Los Angeles, Califomia. Forest City is a wholly owned subsidiary of Forest City Enterprises, Inc. ("FCE"), a Delaware corporation with headquarters in Cleveland, Ohio. FCE is a national real estate company principally engaged in the development, acquisition, ownership and management of commercial and residential real estate throughout the United States. FCE was founded 77 years ago and has been publicly traded under the symbols "FLEA" and "FLEB" since 1960. According to FCE's 1996 Annual Report, as of January 31, 1997, it operated a portfolio of real estate that consisted of 14.3 million square feet of retail space at 33 shopping centers, 6.9 million square feet of office space in 22 buildings, five hotels with 1,530 rooms and 32,938 units in 116 buildings, and owned 5,920 acres of land held for improvement and sale. Forest City has informed the City that it expects to purchase approximately 100 to 130 acres of property in the District from LGA-7 in early June, 1998 (the "Forest City Property"). D(X'S LA 1:219087.5 40484-38-JK2-05/I/98 32 Pursuant to the Development Agreement, Forest City plans to construct an approximately 1,378,000 square foot regional shopping mall and an approximately 400,000 square foot "power center" on the Forest City Property. Forest City reports that the regional shopping mall planned to be called The Promenade in Temecula (the "Promenade Mall") will encompass approximately 80 acres of the Forest City Property, and is currently planned as a two-level structure with entrances off the upper-level and lower-level parking lots with space for 4,300 cars. The Promenade Mall is expected to have four major anchor tenants that will own the property on which their stores are located. Forest City states that Sears, J.C. Penney's and The May Company have already committed to locating in the mall, and a fourth anchor tenant has indicated an intent to locate there. The remainder of the gross leasable space in the Promenade Mall is expected to be leased to approximately 130 retailers and is expected to include a food court and a 14-screen movie theater complex. According to Forest City, approximately 20 acres of the Forest City Property to be located south of the Promenade Mall (the "Periphery Parcels") is currently planned to be subdivided and either sold or leased to approximately 18 stand-alone retailers over a three-year period. In addition, Forest City is also planning to construct a 400,000 square foot "power center'" comprised of various electronics and home appliance retailers (the "Power Center") on the Future Forest City Property. Forest City has estimated the cost of construction of the Promenade Mall, the Periphery Parcels and the Power Center to be between $80 and $85 million. Forest City expects to finance a portion of the construction costs through a loan from a financial institution. The remainder of the costs of development of the Promenade Mall, the Periphery Parcels and the Power Center is expected to be financed through land sales and equity contributed by Forest City. CamposVerdes Campos Verdes, LLC ("Campos Verdes") is a limited liability company organized under the laws of the State of Washington. The managing member of Campos Verdes is Corr/munities Southwest, Inc., a Washington corporation ("Communities Southwest"). Communities Southwest is in the business of residential and commercial property development, and its founders have over 40 years of experience in the development industry. Campos Verdes owns approximately 84.51 acres of property located near the proposed Promenade Mall in the District. Pursuant to the Campos Verdes Specific Plan No. 1, adopted September 13, 1994 (as amended), approximately 18 acres is zoned for commercial/office/church uses, 11 acres is zoned for a park site, 7 acres is zoned for a retention basin and the rest is zoned for residential purposes. No information is available with respect to any plans for development of the commercial/office/church property. Campos Verdes reports that the residential portion of the property is expected to accommodate approximately 308 unified single family residential units, but no entitlements have been secured for such development other than the Campos Verdes Specific Plan. Campos Verdes reports that the residential portion of the property is expected to be sold to a merchant builder. D()CSLA 1:219087.5 40484-38-J K2-05/1/98 33 Existing Development. Existing development within the District includes the following facilities: Palm Plaza. Palm Plaza is an approximately 339,000 square foot shopping center owned by Palm Plaza and located on approximately 35 at the southwest comer of Winchester and Ynez Roads. Palm Plaza's major tenants include retail outIets such as K-Mart, TJ Maxx, Food-4-Less and Pier 1 Imports, along with over 25 other retail outlets, restaurants and businesses. Tower Plaza. Tower Plaza is an office, commercial and retail development, owned by [AEW/LBA] and comprised of approximately [ 183,000] square feet of space. Vons Supermarket is the anchor tenant of the retail area, and there are approximately 12 other retail outlets, restaurants and businesses in the development, along with approximately 78,000 square feet of retail space. Residential Condominium Building. A residential condominium project comprised of 130 units owned by individual owners is located on approximately 10.03 acres in the District. The unit sizes range from 1,155 square feet to 1,407 square feet. Other Development. There are approximately 33 other improved parcels in the District in addition to those described above. These improved parcels include an approximately 595,000 square foot medical products, office and manufacturing facility owned by Advanced Cardiovascular System, Inc., an Embassy Suites Hotel, several banks, numerous auto dealerships and auto-related retail facilities, restaurants and other businesses and retail outlets. Special Tax Levies, Collections and Coverage For the 1997-98 fiscal year, the total Special Tax levied was $1,705,327.32, comprised of a levy of $2,620.84 per acre on 650.68 acres (237 parcels) of property in the District. Of such total levy, $97,049.81, or 11.40%, was delinquent as of May 1, 1997 (reflects first installment only). The following table sets forth the Special Tax levies and delinquencies for the last five fiscal years, commencing with fiscal year 1992-93. D()CSLA 1:219087.5 40484-38-JK2-05/1/98 34 Table 6 Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Levy and Delinquencies for Fiscal Years 1993-94 through 1997-98 Fiscal Year Total Special Amount of Special Percent Ended June 30 Tax Levy Tax Delinquencies°) Delinquent 1994 $1,690,646.76 $ 2,722.73 0.20% 1995 1,686,418.50 5,614.80 0.30 1996 1,700,491.68 5,894.90 1.03 1997 1,696,194.50 186,699.06 11.01 1998 1,705,327.32 97,049.81 (2) 6.00 Source: MBIA MuniFinancial, fi'om information supplied by the County of Riverside. (1) Amount is as of [April 3, 1998], and does not include penalties and interest due on original delinquent amount. (2) Reflects first installment only. On March 20, 1998, the City-filed foreclosure actions against 20 parcels in the District, with aggregate outstanding Special Tax delinquencies, including penalties and interest, of $448,750.74. Subsequently, the owner of six of those parcels tendered payment of $166,081.58 to the District of delinquent special taxes together with penalties, interest, and costs accrued thereon to date of payment, and the City dismissed that portion of the foreclosure action as pertains to those parcels. In the event that the delinquencies on .the remaining 14 parcels are not similarly cured, the District intends to continue prosecuting the foreclosure action with respect to those parcels through judgment. In addition, the Delinquency Maintenance Fund has been established under the Fiscal Agent Agreement to provide an additional source of payment for the 1998 Series A Bonds in the event that Special Taxes are insufficient due to delinquencies. See "SECURITY FOR THE 1998 SERIES A BONDS - Delinquency Maintenance Fund." SPECIAL RISK FACTORS Concentration of Ownership Currently, approximately 78% of the total acreage in the District is owned by ten property owners. For a more detailed description of the property ownership in the District, see "THE COMMUNITY FACILITIES DISTRICT - Land Ownership and Development" above. Because of the concentration of property ownership in the District, the timely payment of the 1998 Series A Bonds depends upon the payment of the Special Taxes levied on the property when due by the owners. If a property owner who owns a large portion of the land in the District experiences financial difficulties and is unwilling or unable to pay the annual Special Taxes when due, it could result in the rapid, total depletion of the Reserve Fund prior to replenishment from the resales of property upon a foreclosure. In that event, there could be a default in payment of the principal of, and interest on, the 1998 Series A Bonds. DOCSLA 1:219087.5 40484-38-JK2-05/I/98 35 Failure to Develop Land development operations are subject to comprehensive federal, State of California and local regulations. Approval is required from various agencies in connection with the layout and design of developments, the nature and extent of improvements, construction activity, land use, zoning, school and health requirements, as well as numerous other matters. It is possible that the approvals necessary to complete planned development of the property within the District will not be obtained on a timely basis. Failure to obtain any such agency approval or satisfy any such government requirement could adversely affect land development operations. In addition there is a risk that future governmental restrictions, including, but not limited to, governmental policies restricting or controlling development within the District, will be enacted. Moreover, there can be no assurance that the means and incentive to conduct land development operations within the District will not be adversely affected by a deterioration of the real estate market and economic conditions or future local, State and federal governmental policies relating to real estate development, the income tax treatment of real property ownership, or the national economy. A slowdown of the development process could adversely affect land values and lessen the ability or willingness of the owners of land within the District to pay the annual Special Taxes. According to the Appraisal Report, as of March 25, 1998, approximately 517 acres (78%) of the approximately 666 total acres of property in the District were unimproved. Unimproved property is less valuable per acre than developed property, especially if there are no plans to develop such property or if there are severe restrictions on the development of such property. Unimproved property also provides less security to the Owners should it be necessary for the District to foreclose on unimproved property due to the nonpayment of the Special Taxes. The timely payment of Special Taxes depends upon the ability and willingness the owners of such property to pay such taxes when due. A slowdown in or cessation of the development of land within the District could reduce the ability and willingness of such owners to make Special Tax payments, and could greatly reduce the value of such property in the event it has to be foreclosed upon to collect delinquent special taxes. See "Bankruptcy" below for a discussion of certain limitations on the ability of the District to pursue judicial foreclosure proceedings with respect to taxpayers with delinquent Special Taxes. Appraised and Assessed Values The Appraisal Report was prepared for, among other things, the purpose of estimating the market value of the property in the District as of March 23, 1998 on the basis of certain assumptions. See the Summary Appraisal Report included as Appendix A hereto for a brief description of the analysis used and assumptions made by the Appraiser. No assurance can be given that if any of the property in the District should become delinquent in the payment of Special Taxes, and be foreclosed upon, that such property could be sold for the amount of estimated market value thereof. Moreover, no assurance can be given that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes. IX)CSLA 1:219087.5 40484-38-JK2-05/I/98 36 The value for the improved property in the District is the property value determined by the County Assessor for property tax purposes. These assessed value determinations have not been tested by the Appraiser for reasonableness, and are subject to appeal by the property owners. Assessment appeals are annually filed with the County Assessment Appeals Board for a hearing and resolution. At the time of filing, applicants are required to estimate an opinion of value. The resolution of an appeal may result in a reduction to the County Assessor's original taxable value and a tax refund to the applicant/property owner. Although such a result would not reduce the Special Tax levy on the property, any reduction in the assessed taxable values of property within the District would have an adverse impact on the value-to-lien ratio of such property, ' and could lessen the ability or willingness of the owners of such property to pay their Special Taxes. Insufficiency of Special Taxes To assure timely payment of debt service on the 1998 Series A Bonds, it is necessary that the Special Tax levied against land within the District be paid in a timely manner. The City has established a Reserve Fund in an amount equal to the Reserve Requirement and the Delinquency Maintenance Fund, to pay debt service on the 1998 Series A Bonds to the extent Special Taxes are not paid on time and other funds are not available therefor. See "SECURITY FOR THE 1998 SERIES A BONDS - Reserve Fund" and "- Delinquency Fund Maintenance Fund." The City expects that the annual debt service on the 1998 Series A Bonds will not exceed the Reserve Requirement. Under the Fiscal Agent Agreement, the District has covenanted to maintain in the Reserve Fund an amount equal to the Reserve Requirement; subject, however, to the limitation that the District may not levy the Special Tax in any fiscal year at a rate in excess of the Maximum Special Tax rate permitted under the Rate and Method. See "SECURITY FOR THE 1998 SERIES A BONDS - The Special Tax." Due to the limitation of the Maximum Special Tax Rate, if a significant number of delinquencies occur, the City will be unable to replenish the Reserve Fund to the Reserve Requirement. If such delinquencies were to continue in successive years, the Reserve Fund and the Delinquency Maintenance Fund would soon be depleted and a default on the 1998 Series A Bonds could occur if proceeds of foreclosure sales did not yield a sufficient amount to pay the delinquent Special Taxes. The Rate and Method exempts from the Special Tax property which, at the time of formation of the District, was owned by a public agency or had to be acquired by or dedicated to a public agency in order to construct any of the public facilities to be financed by the District. Property that is conveyed or irrevocably offered for dedication to a public agency after formation of the District, other than as part of the Project, is subject to the Special Tax. In such case, the Bondowners will be dependent on the ability and/or willingness of such public agency to pay the Special Taxes levied on such property when due. Section 53173.3 of the Act provides that, if any property within the District not otherwise exempt from the Special Tax is acquired by a public entity through a negotiated transaction, or by gift or devise, the Special Tax will continue to be levied on and be enforceable against the public entity that acquired the property. Additionally, Section 53317.5 of the Act provides that, if any property subject to the Special Tax with respect to that property is to be treated as if it were a special assessment and be paid from the eminent domain award. The constitutionality and operation of these provisions of the Act DOCSLA 1:219087.5 40484-38-.IK2 -05/I/98 3 7 have not been tested. If for any reason, property subject to the Special Tax becomes exempt from taxation by reason of ownership by a non-taxable entity, such as the federal government or another public agency, the Special Tax will be reallocated to the remaining taxable properties within the District, but in no case more than the maximum authorized Special Tax for such property. This would result in the owners of taxable properties paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax and therefore debt services on the 1998 Series A Bonds. MOREOVER, IF A SUBSTANTIAL PORTION OF THE LAND WITHIN THE DISTRICT BECAME EXEMPT FROM THE SPECIAL TAX BECAUSE OF PUBLIC OWNERSHIP BY A NON-TAXABLE ENTITY OR OTHERWISE, THE MAXIMUM SPECIAL TAX THAT COULD BE LEVIED ON THE REMAINING ACREAGE MAY NOT BE SUFFICIENT TO PAY PRINCIPAL OF, AND INTEREST AND PREMIUM, IF ANY, ON THE 1998 SERIES A BONDS WHEN DUE, AND A DEFAULT MAY OCCUR WITH RESPECT TO THE PAYMENT OF SUCH PRINCIPAL, INTEREST AND PREMIUM, IF ANY. Under the provisions of the Act, the Special Taxes will be billed to the properties within the District on the regular property tax bills sent to owners of such properties. The Act currently provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Consequently, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax installment payments in the future. See "SECURITY FOR THE 1998 SERIES A BONDS Covenant for Superior Court Foreclosure" and "SECURITY FOR THE 1998 SERIES A BONDS - Bond Reserve Fund" for a discussion of the provisions which apply and procedures which the District must allow under the Indenture in the event of a delinquency in the payment of Special Tax installments. Bankruptcy The payment of Special Taxes and the ability of the City to foreclose the lien of a delinquent Special Tax may be limited by bankruptcy, insolvency, or other laws generally affecting creditor's rights or by the laws of the State relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by bankruptcy, reorganization, insolvency, or other similar laws affecting the rights of creditors generally. Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, the amount of any lien on property securing the payment of delinquent Special Taxes could be reduced if the value of the property were determined by the bankruptcy court to have become less than the amount of the lien, and the amount of the delinquent Special Taxes in excess of the reduced lien would then be treated as an unsecured claim by the court. Further, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure D(X'Si_A 1:219087.5 40484-38-JK2-05/I/98 38 proceedings. Such a delay would increase the likelihood of a delay or default in payment of the principal of, and interest on, the 1998 Series A Bonds and the possibility of delinquent tax installments not being paid in full. The prosecution of foreclosure proceedings could also be delayed for other reasons, including crowded court calendars and procedural delaying tactics. Disclosures to Future Buyers The City has recorded an amended Notice of Special Tax Lien in the Office of the County Recorder of the County. While title companies normally refer to such notices in title reports, there canbe no guarantee that such reference will be made or, if made, that a purchaser of commercial or industrial property or lender will consider such obligation for Special Taxes in the purchase of property or the lending of money thereon. Failure to disclose the existence of the Special Taxes or the full amount of the pro rata share of debt on the land in the District may affect the willingness and ability of future owners of land within the District to pay the Special Taxes when due. Earthquakes The District, like all California communities, may be subject to unpredictable seismic activity. The occurrence of seismic activity in the District could result in substantial damage to properties in the District which, in ram, could substantially reduce the value of such properties and could affect the ability or willingness of the property owners to pay their Special Taxes. Any major damage to structures as a result of seismic activity could result in a greater reliance on undeveloped property in the payment of Special Taxes. See "SPECIAL RISK FACTORS- Failure to Develop." Payments by FDIC The ability of the City to collect interest and penalties specified by state law and to foreclose the lien of delinquent Special Taxes may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") or other similar federal governmental agencies has or obtains an interest. On June 4, 1991, the FDIC issued a Statement of Policy Regarding the Payment of State and Local Property Taxes (the "1991 Policy Statement"). The 1991 Policy Statement was revised and superseded by new Policy Statement effective January 9, 1997 (the "Policy Statement"). The Policy Statement provides that real property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they come due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC owned property are secured by a valid lien (in effect before the property became owned by the IX)CSLA 1:219087.5 40484-38-JK2-05/I/98 39 FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent. The Policy Statement states that the FDIC generally will not pay non ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Mello-Roos Act and a special tax formula which determines the special tax due each year, are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC's federal immunity. With respect to property in California owned by the FDIC on January 9, 1997 and that was owned by the RTC on December 31, 1995, or that became the property of the FDIC through foreclosure of a security interest held by the RTC on that date, the FDIC will continue the RTC's prior practice of paying special taxes imposed pursuant to the Mello-Roos Act if the taxes were imposed prior to the RTC's acquisition of an interest in the property. All other special taxes may be challenged by the FDIC. The City is unable to predict what effect the FDIC's application of the Policy Statement would have in the event of a delinquency on a parcel within District in which the FDIC has an interest, although prohibiting the liefi of the FDIC to be foreclosed at a judicial foreclosure sale would reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale. Owners of the 1998 Series A Bonds should assume that the City will be unable to foreclose on any parcel owned by the FDIC. Such an outcome could cause a draw on the Reserve Fund and perhaps, ultimately, a default in payment on the 1998 Series A Bonds. [Based upon the secured tax roll as of January 1, 1997, the FDIC does not presently own any of the property in the District]. Endangered Species During 1991, there has been an increase in activity at the State and federal level related to the possible listing of certain plant and animal species found in the Southem California area as endangered species. An increase in the number of endangered species is expected to curtail development in a number of areas. [At present, the vacant property within the District is not known to be inhabited by any plant or animal species which either the California Fish and Game Commission or the United States Fish and Wildlife Service has proposed for addition to the endangered species list.] Notwithstanding this fact, new species are proposed to be added to the State and federal protected list on a regular basis. Any action by the State or federal governments to protect species located on or adjacent to the property within the District as planned. This, in turn, could reduce the ability or willingness of the property owners to pay the Special Taxes when due and would likely reduce the value of the land estimated by the Appraiser and the potential revenues available at a foreclosure sale for delinquent Special Taxes. See "SPECIAL RISK FACTORS -- Failure to Develop Properties" and "Property Values." DOCSLA 1:219087.5 40484-38-JK24)5/1/98 40 Hazardous Substances The market value of the property in the District is subject to diminution upon the future release or discovery thereon of a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or "Superfund Act", is the most well known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) had anything to do with creating or handling the hazardous substance. The effect therefore, should any of the parcels be affected by a hazardous substance, would be to reduce the marketability and value by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. The value of the property in the District, as set forth in the Appraisal Report does not reflect the presence of any hazardous substance or the possible liability of the owner (or operator) for the remedy of a hazardous substance condition of the property. The City has not independently verified, and is not aware, that any owner (or operator) of any of the in the District has such a current liability with respect to any such parcel. However, it is possible that such liabilities do currently exist and that the City is not aware of them. Further, it is possible that liabilities may arise in the future with respect to any of the land within the District resulting from the existence, currently, of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly adversely affect the value of a parcel and the willingness or ability of the owner of any parcel to pay the Special Tax installments. Cumulative Burden of Parity Taxes and Special Assessments The Special Taxes constitute a lien against the parcels of land on which they have been levied. Such lien is on a parity with all special taxes levied by other agencies and is co-equal to and independent of the lien for general property taxes, regardless of when they are imposed upon the same property. In addition, the District is authorized to issue $41,700,000 of indebtedness in addition to the 1998 Series A Bonds, the payment of which would rank on a parity with the 1998 Series A Bonds. The City does not have control over the ability of other entities to issue indebtedness secured by ad valorem taxes, spec!al taxes or assessments payable from all or a portion of the property within the District. In addition, the owners of property within the District may, without the consent or knowledge of the City, petition other public agencies to issue public indebtedness secured by ad valorem taxes, special taxes or assessments. Any such special taxes may have a DOCSLA 1:2 ! 9087.5 40484-38-JK2-05/i/98 41 lien on such property on a parity with the lien of the Special Taxes. See "SECURITY FOR THE 1998 SERIES A BONDS o Direct and Overlapping Debt." No Acceleration There is no provision in the 1998 Series A Bonds or the Fiscal Agent Agreement for acceleration of the payment of principal of or interest on the 1998 Series A Bonds in the event of default by the District or in the event interest on the 1998 Series A Bonds becomes included in gross income for federal income tax purposes. Right to Vote on Taxes Act An initiative measure commonly referred to as the "Right to Vote on Taxes Act" (the "Initiative") was approved by the voters of the State of California at the November 5, 1996 general election. The Initiative added Article XIIIC ("Article XIIIC") and Article XIIID to the Califomia Constitution. According to the "Title and Summary" of the Initiative prepared by the California Attorney General, the Initiative limits "the authority of local governments to impose taxes and property-related-assessments, fees and charges." The provisions of the Initiative have not yet been interpreted by the courts, although a number of lawsuits have been filed requesting the courts to interpret various aspects of the Initiative. Among other things, Section 3 of Article XIII states that "... the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge." The Act provides for a procedure, which includes notice, heating, protest and voting requirements to alter the rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not conferred on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely retirement of the 1998 Series A Bonds. It may be possible, however, for voters or the City to reduce the Special Taxes in a manner which does not interfere with the timely repayment of the 1998 Series A Bonds, but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. Therefore, no assurance can be given with respect to the levy of Special Taxes for Administrative Expenses and Services. Furthermore, no assurance can be given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the timely retirement of the 1998 Series A Bonds. The interpretation and application of the Initiative will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination or the timeliness of any remedy afforded by the courts. IX)CSLA 1:219087.5 40484-38-JK2-05/I/98 42 Loss of Tax Exemption As discussed under the caption "CONCLUDING INFORMATION - Tax Exemption," herein, interest on the 1998 Series A Bonds could become includable in gross income for purposes of Federal income taxation retroactive to the date the 1998 Series A Bonds were issued, as a result of acts or omissions of the City in violation of the Code. Should such an event of taxability occur, the 1998 Series A Bonds are not subject to redemption and will remain outstanding until maturity or until redeemed under the optional redemption or mandatory sinking fund redemption provisions of the Fiscal Agent Agreement. LITIGATION At the time of delivery of and payment for the 1998 Series A Bonds, the City will certify that there is no action, suit, litigation, inquiry or investigation before or by any court, governmental agency, public board or body served, or to the best knowledge of the City threatened, against the City or the District in any material respect affecting the existence of the District or the titles of the officers the City or the District to their respective offices or seeking to prohibit, restrain or enjoin the sale, execution or delivery of the 1998 Series A Bonds or challenging directly or indirectly the proceedings to levy the Special Taxes or issue the 1998 Series A Bonds. CONTINUING DISCLOSURE The City has covenanted for the benefit of the Owners of the 1998 Series A Bonds to provide annually certain financial information and operating data relating to the 1998 Series A Bonds, the District, ownership and development of the property in the District which is subject to the Special Tax, the occurrence of delinquencies in payment of the Special Tax, and the status of foreclosure proceedings, if any, respecting Special Tax delinquencies (the "Annual Report"), and to provide notice of the occurrence of certain enumerated events, if material. For a complete listing of items of information which will be provided in the Annual Report, see "APPENDIX E - Form of Continuing Disclosure Agreement." Such information is to be provided by'the City not later than eight months after the end of the City's fiscal year (which currently would be March 1), commencing with the report for the 1997-98 fiscal year. The Annual Report will be filed by MBIA MuniFinancial Services, as dissemination agent, with each Nationally Recognized Municipal Securities Information Repository and with each State Repository, if any. These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). The City has never failed to comply in all material respects with any previous undertakings with regard to said Rule to provide annual reports or notices of material events. CONCLUDING INFORMATION Legal Opinions The validity of the 1998 Series A Bonds and certain other legal matters are subject to the approving opinion of Quint & Thimmig LLP, San Francisco California, Bond Counsel. A DOCSLA 1:219087.5 40484-38-JK2-05/I/98 43 complete copy of the proposed form of Bond Counsel opinion is contained in Appendix C hereto and will accompany the 1998 Series A Bonds. Payment of the fees and expenses of Bond Counsel is contingent upon the sale and delivery of the 1998 Series A Bonds. Certain legal matters will be passed upon for the Underwriter by Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, and for the City and the District by the City Attorney. Payment of the fees and expenses of Underwriter's counsel is contingent upon sale and delivery of the 1998 Series A Bonds. Tax Exemption In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however to certain qualifications described below, under existing law, interest payable on the 1998 Series A Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 (the "Tax Code") that must be satisfied subsequent to the issuance of the 1998 Series A Bonds in order that such interest be, or continue to be, excluded from gross income from federal tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the 1998 Series A Bonds. In the further opinion of Bond Counsel, interest on the 1998' Series A Bonds is exempt from California personal income taxes. Owners of the 1998 Series A Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 1998 Series A Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the 1998 Series A Bonds other than as expressly described above. Underwriting The 1'998 Series A Bonds are being purchased by Stone & Youngberg LLC (the "Underwriter"). Pursuant to a Purchase Contract between the Underwriter and the City (the "Purchase Contract"), the Underwriter has agreed to purchase all of the 1998 Series A Bonds for an aggregate purchase price of $ , subject to certain conditions set forth in the Purchase Contract. The purchase price reflects an underwfiter's discount of $ The Underwriter may offer and sell the 1998 Series A Bonds to certain dealers (including dealers depositing Bonds into investment trusts), dealer banks, banks acting as agent and others at prices lower than said public offering prices. IXYCSLA 1:219087.5 40484-38-JK2-05/I/98 44 Ratings The District has not made, and does not contemplate making, an application to any rating agency for the assignment of a rating on the 1998 Series A Bonds. Miscellaneous The quotations from, and the summaries and explanations of the Fiscal Agent Agreement and other statutes and documents contained herein do not purport to be complete, and reference is made to such documents and statutes for the full and complete statements of their respective provisions. This Official Statement is submitted only in connection with the sale of the 1998 Series A Bonds by the City. All estimates, assumptions, statistical information and other statements contained herein, while taken from sources considered reliable, are not guaranteed by the City. This Official Statement does not constitute a contract with the purchasers of the 1998 Series A Bonds. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The execution and delivery of this Official Statement has been duly authorized by City. CITY OF TEMECULA, for and on behalf of the COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) Finance Director DOCSLA 1:219087.5 40484-38-JK2-05/I/98 45 APPENDIX A SUMMARY APPRAISAL REPORT DOCSLA 1:219087.5 40484-38-JK2-05/I/98 A- 1 APPENDIX B RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX This Appendix contains the text of the Rate and Method of Apportionment of Special Tax as adopted by the Board of Supervisors of County of Riverside. For a discussion of the Special Tax rates which could be levied in the District for fiscal year 1997-98, see "SECURITY FOR THE 1998 SERIES A BONDS - The Special Taxes" and "THE COMMUNITY FACILITIES DISTRICT - Rate and Method of Apportionment of Special Tax" in the Official Statement to which this Appendix is attached. COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (Y EZ CORmboa) STATE OF CALIFORNIA A Special Tax shall be levied on and collected from each parcel of land in Ynez Corridor Community Facilities District No. 88-12 of the City of Temecula (herein "CFD No. 88-12") in each Fiscal Year commencing July 1, 1990, in an amount determined by the City Council of the City of Temecula as the legislative body of CFD No. 88-12 (the "City Council") in accordance with the rate and method of apportionment described below. All of the land in CFD No. 88-12, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner provided herein. A. Definitions "Annual Special Tax Levy" means the total amount to be levied in a Fiscal Year equal to the sum of amounts required to pay for (1)the Facilities and any Incidental Expenses related thereto as such terms are defined in Resolution No. 89-390 of the Board of Supervisors of the County of Riverside, and (2) the annual debt service on the Debt of CFD No. 88-12 plus any amount needed to replenish any reserve fund established pursuant to a resolution authorizing the issuance of Debt plus the annual administrative expenses for the levy and collection of the Special Tax and for servicing the Debt of CFD No. 88-12 less the amount of funds which the City Council determines is available for such purposes. "Debt" means any binding obligations to repay a sum of money, including obligations in the form of bonds, certificates of participation, long-term leases, loans from governmental agencies, or loans from banks, other financial institutions, or private businesses or individuals. "Special Tax" means the special tax authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, comprising Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, to be levied on the parcels of land within CFD No. 88-12. "Fiscal Year" means the period starting on July 1 and ending the following June 30. [X)(_'SLA 1:219087.5 40484-38-J K2 -05/I/98 B - 1 "Maximum Special Tax" means the Maximum Special Tax determined in accordance with Section C hereof that can be levied by the City Council in any Fiscal Year. B. Publicly Owned Land No Special Tax shall be levied on a parcel of land which at the time of adoption of the resolution of formation for CFD No. 88-12 is owned by a public agency or on any land which must be acquired by or dedicated to a public agency in order to construct any of the public facilities to be financed by CFD No. 88-12. Any acquisition by any public agency of a parcel of land within CFD No. 88-12 subsequent to formation of CFD No. 88-12 for a purpose other than the acquisition or construction of the public facilities to be financed by CFD No. 88-12 shall require the public agency to continue to pay the Annual Special Tax Levy for such parcel or to prepay, in full, any special tax obligation on such parcel pursuant to the methodology specified in the resolution of issuance for any Debt of CFD No. 88-12. C. Maximum Special Tax Rate The Maximum Special Tax Rate shall be $10,000 per year per acre of land for Fiscal Year 1990-1991, which Maximum Special Tax Rate shall be increased on July 1 of each year, commencing on July 1, 1991, by an amount equal to 2% per annum above the rate in effect for the previous Fiscal Year. The area of each parcel of land to be used to calculate the Special Tax for such parcel is the acreage shown on, or calculated from, the latest Riverside County Assessor's maps for each Fiscal Year. D. Method of Apportionment On or prior to August 10 of each year, or such later date as is permitted by law and consented to by the County Auditor, the City Council shall determine the Annual Special Tax Levy to be levied for the current Fiscal Year. The City Council shall cause to be computed the aggregate amount of Special Taxes which could be levied in such Fiscal Year if the Maximum Special Tax Rate were levied against each parcel of land in CFD No. 88-12 not exempt from the levy of the Special Tax (the "Maximum Annual Special Tax Levy"). The required Annual Special Tax Levy shall be divided by the Maximum Annual Special Tax Levy and the resulting ratio shall be the "Appointment Ratio" for the current Fiscal Year. The amount to be levied against each acre of land within each parcel for that Fiscal Year shall be determined by multiplying the Maximum Special Tax for that parcel times the Apportionment Ratio. The Special Tax shall be levied pro rata against all parcels based on the Maximum Special Tax for each parcel. E. Review/Appeal Board The City Council shall establish as part of the proceedings and adminislxation of CFD No. 88-12 a special three-member Review/Appeal Board. This Board shall construe and make determinations relative to the administration of the Special Tax as herein specified. iX)CS !.A 1:219087.5 40484-38-JK2-05/1/98 B-2 APPENDIX C PROPOSED FORM OF OPINION OF BOND COUNSEL Upon delivery of the 1998 Series A Bonds, Quint & Thimmig LLP, San Francisco, California, Bond Counsel, proposes to render its final approving opinion with respect to the 1998 Series A Bonds in substantially the following form: DOCSLA 1:219087.5 4(}484-38-J K2-05/1/98 C- 1 APPENDIX D SUMMARY OF FISCAL AGENT AGREEMENT [TO BE PROVIDED BY BOND COUNSEL] DOCSLA 1:219087.5 40484-38-S K2-05/1/98 D- 1 APPENDIX E FORMS OF CONTINUING DISCLOSURE AGREEMENTS DOCSLA ! :219087.5 40484-38-JK2-05/I/98 E- 1 Quint & Thimn'ug LLP 07/30/~7 03/17/98 05/04/98 FISCAL AGENT AGREEMENT by and between the CITY OF TEMECULA, CALIFORNIA and U.S. BANK TRUST NATIONAL ASSOCIATION, as Fiscal Agent Dated as of May 1, 1998 Relating to: Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A 20002.01:J3200 TABLE OF CONTENTS Section 1.01. Section 1.02. Section 1.03. Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. Section 2.11. Section 2.12. Section 2.13. Section 2.14. Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Section 3.06. Section 3.07. S6ction 3.08. Section 4.01. Section 4.02. Section 4.03. Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS Authority for this Agreement ................................................................................3 Agreement for Benefit of Bondowners ................................................................... 3 Definitions ...........................................................................................................3 ARTICLE II THE BONDS Principal Amount; Designation ...........................................................................11 Terms of Bonds ...................................................................................................11 Redemption .......................................................................................................12 Form of Bonds ...........................................................'. ........................................14 Execution of Bonds ..............................................................................................14 Transfer of Bonds ................................................................................................14 Exchange of Bonds ..............................................................................................14 Bond Register .....................................................................................................14 Temporary Bonds ...............................................................................................15 Bonds Mutilated, Lost, Destroyed or Stolen .......................................................... 15 Limited Obligation .............................................................................................15 No Acceleration ...........................................................Z ......................................16 Book-Entry System ............................................................................................16 Issuance of Parity Bonds .....................................................................................17 ARTICLE IB ISSUANCE OF BONDS Issuance and Delivery of Bonds ...........................................................................19 Application of Proceeds of Sale of Bonds and Other Moneys ................................. 19 Improvement Fund ............................................................................................20 Special Tax Fund ................................................................................................21 Administrative Expense Fund ............................................................................. 21 Costs of Issuance Fund ........................................................................................22 Delinquency Maintenance Fund ......................................................................... 22 Validity of Bonds ................................................................................................23 ARTICLE IV SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND Pledge of Special Tax Revenues .......................................................................... 24 Bond Fund .........................................................................................................24 Reserve Fund .....................................................................................................25 ARTICLE V OTHER COVENANTS OF THE CITY Punctual Payment ..............................................................................................27 Limited Obligation .............................................................................................27 Extension of Time for Payment ............................................................................27 Against Encumbrances .......................................................................................27 Books and Accounts ............................................................................................27 Protection of Security and Rights of Owners ......................................................... 27 Compliance with Law, Completion of Project ....................................................... 28 Section 5.08. Section 5.09. Section 5.10. Section 5.11. Section 5.12. Section 5.13. Section 5.14. Section 5.15. Section 5.16. Section 5.17. Section 5.18. Private Activity Bond Limitation .........................................................................28 Federal Guarantee Prohibition ............................................................................28 Collection of Special Tax Revenues ...................................................................... 28 Further Assurances .............................................................................................29 No Arbitrage ......................................................................................................29 Maintenance of Tax-Exemption ............................................................................ 29 Annual State Reports ..........................................................................................29 Covenant to Foreclose .........................................................................................30 Continuing Disclosure to Owners ....................................................................... 30 No Additional Bonds ..........................................................................................31 Yield of the Bonds .............................................................................................31 ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Deposit and Investment of Moneys in Funds ....................................................... 32 Rebate of Excess Investment Earnings to the United States ................................... 33 Limited Obligation .............................................................................................33 Liability of City ..................................................................................................33 Employment of Agents by City ........................................................................... 34 Section 7.01. Section 7.02. Section 7.03. Section 7.04. Section 7.05. ARTICLE VII THE FISCAL AGENT Appointment of Fiscal Agent ..............................................................................35 Liability of Fiscal Agent ......................................................................................35 Information ........................................................................................................36 Notice to Fiscal Agent .........................................................................................37 Compensation, Indemnification ........................................................................... 37 Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Amendments Permitted ......................................................................................38 Owners' Meetings ..............................................................................................38 Procedure for Amendment with Written Consent of Owners ................................ 38 Disqualified Bonds .............................................................................................39 Effect of Supplemental Agreement ...................................................................... 39 Endorsement or. Replacement of Bonds Issued After Amendments ........................ 39 Amendatory Endorsement of Bonds .................................................................... 40 Section 9.01. Section 9.02. Section 9.03. Section 9.04. Section 9.05. Section 9.06. Section 9.07. Section 9.08. Section 9.09. Section 9.10. Section 9.11. Section 9.12. Section 9.13. ARTICLE IX MISCELLANEOUS Benefits of Agreement Limited to Parties ............................................................. 41 Successor is Deemed Included in All References to Predecessor ............................ 41 Discharge of Agreement .....................................................................................41 Execution of Documents and Proof of Ownership by Owners ................................ 42 Waiver of Personal Liability ............................................................................:...42 Notices to and Demands on City and Fiscal Agent ............................................ .... 42 Partial Invalidity ................................................................................................42 Unclaimed Moneys .............................................................................................43 Applicable Law ..................................................................................................43 Conflict with Act .................................................................................................43 Conclusive Evidence of Regularity ......................................................................43 Payment on Business Day ...................................................................................43 Counterparts ......................................................................................................43 ii EXHIBIT A: EXHIBIT B: EXHIBIT C: EXHIBIT D: FORM OF BOND OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM ADMINISTRATIVE EXPENSE FUND OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM IMPROVEMENT FUND iii FISCAL AGENT AGREEMENT THIS FISCAL AGENT AGREEMENT (the "Agreement") is made and entered into as of May 1, 1998, by and between the City of Temecula, California, a municipal corporation and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the "City") for and on behalf of the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) (the "District"), and U.S. Bank Trust National Association, a national banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in Los Angeles, California as fiscal agent (the "Fiscal Agent"). WITNE S SETH: WHEREAS, the Board of Supervisors (the "Board") of the County of Riverside (the "County") has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the California Government Code) (the "Act") and Resolution No. 88-449 of the Board adopted on September 26, 1989, as amended by Board Resolution No. 90-046; WHEREAS, under the provisions of the Act, on March 31, 1992 the Board adopted its Resolution No. 92-157, which resolution, among other matters, authorized the issuance of the Community Facilities District No. 88-12 of the County of Riverside (Ynez Corridor) Series 1992 Special Tax Bonds (the "Prior Bonds"); WHEREAS, the Board and the City Council of the City have entered into an agreement transferring governance of the District from the Board to the City Council, which became effective as of December 1, 1997, and the City and the Board have taken all actions necessary under the Act to so transfer the governance of the District to the City Council; WHEREAS, the City Council, as the current legislative body with respect to the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and to authorize the issuance of bonds secured by said special taxes under the Act; WHEREAS, due to favorable interest rates in the financial markets, the City Council has determined to refund the Prior Bonds in full; WHEREAS, under the provisions of the Act, on May 12, 1998, the City Council of the City adopted its Resolution No. 98- (the "Resolution"), which resolution, among other matters, authorized the issuance of the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A (the "Bonds") to provide moneys to refund the Prior Bonds, and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof; WHEREAS, it is in the public interest and for the benefit of the City, the District, the property owners responsible for the payment of special taxes and the Owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and the administration and payment of the Bonds; and WHEREAS, all things necessary to cause the Bonds, when issued by the City for the District and authenticated by the Fiscal Agent and issued as in the Act, the Resolution and this Agreement provided, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized. NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: ARTICLE I STATUTORY AUTHORITY AND DEFINITIONS SECTION 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution. SECTION 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. In consideration of the acceptance of the Bonds by the Owners thereof, this Agreement shall be deemed to be and shall constitute a contract between the City, for and on behalf of the District, and the Owners; and the covenants and agreements herein set forth to be performed by the City shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. Any action by any Owner to enforce the provisions of this Agreement shall be for the equal benefit and protection of all Owners of the Bonds. The Fiscal Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent. SECTION 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein," "hereof, .... hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being sections 53311 et seq. of the California Government Code. "Administrative Expenses" means any or all of the following: the fees and expenses of the Fiscal Agent (including any indemnification payment or any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02 hereof, any costs of the City in employing consultants and/or attorneys in connection with the discharge of any of the City's obligations hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the discharge of their respective duties hereunder or in connection with the refunding of the Prior Bonds and, in the case of the City, in any way related to the administration of the District. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof. "Administrative Expense Fund" means the fund by that name established by Section 3.05(A) hereof. "Agreement" means this Fiscal Agent Agreement, as it may be amended 'or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year. "Auditor" means the auditor/controller of the County, or such other official at the County who is responsible for preparing property tax bills. "Authorized Officer" means the Finance Director, the City Manager, the City Clerk or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Board" means the Board of Supervisors of the County. "Bond Counsel" means (i) Quint & Thimmig LLP, or (ii) any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Fund" means the fund by that name established by Section 4.02(A) hereof. "Bond Register" means the books maintained by the Fiscal Agent for the registration of Bonds under Section 2.08. "Bond Year" means the one-year period beginning on September 2nd in each year and ending on September 1st in the following year, except that the first Bond Year shall begin on the Closing Date and shall end on September 1, 1998. "Bonds" means the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A, and, if the context requires, any Parity Bonds, at any time Outstanding under this Agreement or any Supplemental Agreement. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "CDIAC" means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto. "City" means the City of Temecula, California, and any successor thereto. "City Attorney" means the City Attorney of the City, or his designee. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuing Disclosure Agreement" shall mean that certain Continuing Disclosure Agreement executed by the City and the Fiscal Agent, dated the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale, delivery and issuance of the Bonds and the refunding of the Prior Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, appraisal costs, filing and recording fees, fees and expenses of counsel to the City, initial fees and charges of the Fiscal Agent including its first annual administration fees and its legal fees and charges, expenses incurred by the City in connection with the issuance of the Bonds and the refunding of the Prior Bonds, Bond (underwriter's) discount, legal fees and charges, including bond counsel and the City Attorney charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing. "Costs of Issuance Fund" means the fund by that name established by Section 3.06(A) hereof. "County" means the County of Riverside, California. "DTC" means the Depository Trust Company, New York, New York, and its successors and assigns. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "Delinquency Maintenance Fund" means the fund by that name established by Section 3.07(A) hereof. "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.13. "District" means the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) formed pursuant to the Resolution of Formation. "District Value" means the market ~,alue, as of the date of the appraisal described below, of all parcels of real property in the District subject to the levy of the Special Taxes and not delinquent in the payment of any Special Taxes then due and owing, including with respect to such nondelinquent parcels the value of the then existing improvements and any facilities to be constructed or acquired with any amounts then on deposit in the Improvement Fund (and in connection with a determination pursuant to Section 2.14(D), with the proceeds of the proposed series of Parity Bonds), as determined by reference to (i) an appraisal performed within six (6) months of the date of issuance of the proposed Parity Bonds by an MAI appraiser (the "Appraiser") selected by the City and using the methodology prescribed in the City's Goals and Policies for Community Facilities Districts, as adopted by the City Council on July 22, 1997 and in effect on the Closing Date, or (ii), in the alternative, the assessed value of all such nondelinquent parcels and improvements thereon as shown on the then current County real property tax roll available to the Finance Director. Neither the City nor the Finance Director shall be liable to the Owners, the Original Purchaser or any other person or entity in respect of any appraisal provided for purposes of this definition or by reason of any exercise of discretion made by any Appraiser pursuant to this definition. "Escrow Agreement" means the Escrow Agreement, dated as of May 1, 1998, by and between the City and the Escrow Bank, as amended from time to time. "Escrow Bank" means U.S. Bank Trust National Association, and its successor and assigns, acting as escrow bank under the Escrow Agreement. "Fair Market Value" means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Code) and, otherwise, the term "Fair Market Value" means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. "Federal Securities" means any of the following which are non-callable and which at the time of investment ace legal investments under the laws of the State of California for funds held by the Fiscal Agent: (i) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or (ii) any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America. "Finance Director" means the Finance Director of the City, or her designee. "Fiscal Agent" means U.S. Bank Trust National Association, the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. 6 "Fiscal Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Improvement Fund" means the fund by that name created by and held by the Fiscal Agent pursuant to Section 3.03(A) hereof. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service", 55 Broad Street, 28th Floor, New York, New York 10004; Moody's Investors Service "Municipal and Government", 99 Church Street, New York, New York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called Bond Record", 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Date" means March 1 and September 1 of each year, commencing with September l, 1998. "Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Moody's" means Moody's Investors Service, and its successors. "1998 Series A Bonds" means the Bonds so designated and authorized to be issued under Section 2.01 hereof. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Ordinance Levying Taxes" means any ordinance of the Board of the City Council, as applicable, levying the Special Taxes, including but not limited to Ordinance No. 690, enacted by the Board on , 198__. "Original Purchaser" means the first purchaser of the Bonds from the City, being Stone & Youngberg LLC. "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04 hereof) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03 hereof; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to this Agreement or any Supplemental Agreement. "Owner" means any person who shall be the registered owner of any Outstanding Bond. "Parity Bonds" means any bonds issued by the City for the District on a parity with any Outstanding Bonds pursuant to Section 2.14 hereof. "Participating Underwriter" shall have the meaning ascribed thereto in the Continuing Disclosure Agreement. "Permitted Investments" means the following, but only to the extent that the same are acquired at Fair Market Value and are otherwise eligible investments of the City: (a) United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest, and which have a maximum term to maturity not to exceed three years. (b) Registered state warrants or treasury notes or bonds of the State of California (the "State"), including bonds payable solely out of the revenues from a revenue- producing property owned, controlled, or operated by the State or by a department, board, agency, or authority of the State, which are rated in one of the two highest short- term or long-term rating categories by either Moody's or S&P, and which have a maximum term to maturity not to exceed three years. (c) Time certificates of deposit or negotiable certificates of deposit issued by a state or nationally chartered bank or trust company, or a state or federal savings and loan association; provided, that the certificates of deposit shall be one or more of the following: continuously and fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, and/or continuously and fully secured by securities described in subdivision (a) or (b) of this definition of Permitted Investments which shall have a market value, as determined on a marked-to-market basis calculated at least weekly, and exclusive of accrued interest, of not less than 102 percent of the principal amount of the certificates on deposit. (d) Commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical rating as provided by either Moody's or S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States of America and that have total assets in excess of five hundred million dollars ($500,000,000) and that have an "A" or higher rating for the issuer's debentures, other than commercial paper, by either Moody's or S&P, provided that purchases of eligible commercial paper may not exceed 180 days' maturity nor represent more than 10 percent of the outstanding commercial paper of an issuing corporation. Purchases of commercial paper may not exceed 20 percent of the total amount invested pursuant to this definition of Permitted Investments. (e) A repurchase agreement with a state or nationally charted bank or trust company or a national banking association or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, provided that all of the following conditions are satisfied: (1) the agreement is secured by any one or more of the securities described in subdivision (a) of this definition of Permitted Investments, (2) the underlying securities are required by the repurchase agreement to be held by a bank, trust company, or primary dealer having a combined capital and surplus of'at least one hundred million dollars ($100,000,000) and which is independent of the issuer of the repurchase agreement, and (3) the underlying securities are maintained at a market value, as determined on a marked-to- market basis calculated at least weekly, of not less than 103 percent of the amount so invested. (f) An investment agreement or guaranteed investment contract with, or guaranteed by, a financial institution the long-term unsecured obligations of which are rated "AA" or better by Moody's or S&P at the time of initial investment. The investment agreement shall be subject to a downgrade provision with at least the following requirements: (1) the agreement shall provide that within five business days 8 after the financial institution's long-term unsecured credit rating has been withdrawn, suspended, other than because of general withdrawal or suspension by Moody's or S&P from the practice of rating that debt, or reduced below "AA-" by S&P or below "Aa3" by Moody's (these events are called "rating downgrades") the financial institution shall give notice to the City and, within the five-day period, and for as long as the rating downgrade is in effect, shall deliver in the name of the City or the Fiscal Agent to the City or the Fiscal Agent federal securities allowed as investments under subdivision (a) of this definition of Permitted Investments with aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement invested with the financial institution at that time, and shall deliver additional allowed federal securities as needed to maintain an aggregate current market value equal to at least 105 percent of the principal amount of the investment agreement within three days after each evaluation date, which shall be at least weekly, and (2) the agreement shall provide that, if the financial institution's long-term unsecured credit rating is reduced below "A3" by Moody's or below "A-" by S&P, the Fiscal Agent or the City may, upon not more than five business days' written notice to the financial institution, withdraw the investment agreement, with accrued but unpaid interest thereon to the date, and terminate the agreement. "Principal Office" means the principal corporate trust office of the Fiscal Agent set forth in Section 9.06 (except for payment, surrender and exchanges of the Bonds which shall be the office of the Fiscal Agent at 550 South Hope Street, Suite 500, in Los Angeles, California 90071), or such other or additional offices as may be designated by the Fiscal Agent. "Prior Bond Resolution" means Resolution No. 92-157, adopted by the Board on March 31, 1992, authorizing the issuance of the Prior Bonds. "Prior Bonds" means the Community Facilities District No. 88-12 of the County of Riverside(Ynez Corridor) Series 1992 Special Tax Bonds, issued by the County on behalf of the District on June 4, 1992 in the original principal amount of $18,325,000. "Proceeds" when used with reference to the Bonds, means the face amount of the Bonds, plus accrued interest and premium, if any, less any original issue discount. "Project" means the facilities described in the Resolution of Intention to be financed by the District. "Record Date" means the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day. "Refunding Fund" means the fund of that name created and maintained under the Escrow Agreement. "Regulations" means temporary and permanent regulations promulgated under the Code. "Reserve Fund" means the fund by that name established pursuant to Section.4.03(A) hereof. "Reserve Requirement" means, as of any date of calculation an amount equal to the lesser of (i) the then Maximum Annual Debt Service, (ii) one hundred twenty-five percent (125%) of the then average Annual Debt Service, or (iii) ten percent (10%) of the initial principal amount of the Bonds issued hereunder. "Resolution" means Resolution No. 98-___, adopted by the City Council of the City on May 12, 1998, authorizing the issuance of the Bonds. "Resolution of Formation" means Resolution No. 89-449, adopted by the Board on September 26, 1989, forming the District, as amended by Resolution No. 90-046 of the Board. "Resolution of Intention" means Resolution No. 89-390, adopted by the Board on July 25, 1989, indicating the intention of the Board to form the District. "S&P" means Standard & Poor's Ratings Group, a division of McGraw-Hill, and its successors and assigns. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax-(215) 496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Special Tax Fund" means the fund by that name established by Section 3.04(A) hereof. "Special Tax Revenues" means the proceeds of the Special Taxes received by the City, including any scheduled payments thereof, interest and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said interest, but shall not include any interest or penalties in excess of the interest due on the Bonds collected in connection with any such foreclosure. "Special Taxes" means the special taxes levied by the City Council within the District pursuant to the Act and this Agreement. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. 10 ARTICLE II: THE BONDS SECTION 2.01. Principal Amount; Designation. Bonds in the aggregate principal amount of __ million thousand dollars ($ ) are hereby authorized to be issued by the City for the District under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The Bonds shall be designated "Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A." SECTION 2.02. Terms of'Bonds. (A) Form; Denominations. The Bonds shall be issued as fully registered Bonds without coupons. Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent. (B) Date of Bonds. The Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City's contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities, Interest Rates. The Bonds shall mature and become payable on September 1 in each of the years,. and shall bear interest at the rates per annum as follows: Maturity Date (September 1) Principal Amount [to come] Interest Rate (E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. 11 (F) Method o/Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer (i) to the Depository (so long as the Bonds are in book-entry form pursuant to Section 2.13), or (ii) to an account within the United States made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds, which instructions shall continue in effect until revoked in writing, or until such Bonds are transferred to a new Owner. The principal of the Bonds and any premium on the Bonds are payable by check in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds and issue a certificate of destruction thereof to the City upon the City's request. Section 2.03. Redemption. (A) Redemption Dates. (i) Optional Redemption. The Bonds are subject to redemption prior to their stated maturities on any Interest Payment Date on or after September 1, , as a whole or in part, upon payment from any source of funds available for that purpose (including transfers from the Special Tax Fund to the Bond Fund pursuant to the last paragraph of Section 3.04(B)), at a redemption price (expressed as a percentage of the principal amount of Bonds to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for redemption: Redemption Dates September 1, __ and March 1, September 1, ~ and March 1, September 1, __ and any Interest Payment Date thereafter Redemption Price 102% 101 100 (ii) Mandatory Sinking Payment Redemption. The Bonds maturing on September 1, ~ are subject to mandatory sinking payment redemption in part on September 1, ', and on each September ! thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Redemption Date Redemption Date (September 1) Amount (September !) Amount The amounts in th~ foregoing table shall be reduced pro rata, in order to maintain substantially level debt service, as a result of any prior partial redemption of the Bonds pursuant to Section 2.03(A)(i) above. (iii) Purchase In Lieu of Redemption. In lieu of redemption under this Section 2.03(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing with the Fiscal Agent of an Officer's 12 Certificate executed by the Finance Director requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer's Certificate may provide, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, any redemption premium due thereon, plus interest accrued to the date of purchase. The Fiscal Agent shall be absolutely protected and shall incur no liability in relying on such Officer's Certificate. (B) Notice to Fiscal Agent. The City, by Officer's Certificate executed by the Finance Director, shall give the Fiscal Agent written notice of its intention to redeem Bonds pursuant to subsection (A)(i) not less than sixty (60) days prior to the applicable redemption date, unless the Fiscal Agent shall agree to a shorter notice period. (C) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date. The cost of mailing any such redemption notice and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the City. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, among maturities as directed in writing by the Finance Director (who shall specify Bonds to be redeemed so as to maintain, as much as practicable, the same debt service profile for the Bonds as in effect prior to such redemption); and by lot within a maturity, such selection within a maturity to be done in any manner which the Fiscal Agent deems appropriate. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in the notice of redemption. All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section 2.03 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled Bonds in accordance with the Fiscal Agent's retention policy then in effect. 13 SECTION 2.04. Form of Bonds. The Bonds, the Fiscal Agent's certificate of authentication and the assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitteci or required by this Agreement, the Resolution and the Act. SECTION 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and its City Clerk who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. SECTION 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount. No transfers of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. SECTION 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the' Fiscal Agent solely for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. SECTION 2.08. Bond Register. The Fiscal Agent will keep, or cause to be kept, at its Principal Office sufficient books for the registration and transfer of the Bonds (the "Bond Register") which books shall show the series number, date, amount, rate of interest and last known owner of each Bond and shall at all times be open to inspection by the City during 14 regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. The City and the Fiscal Agent will treat the OWner of any Bond whose name appears on the Bond register as the absolute Owner of such Bond for any and all purposes, and the City and the Fiscal Agent shall not be affected by any notice to the contrary. The City and the Fiscal Agent may rely on the address of the Bondowner as it appears in the Bond register for any and all purposes. SECTION 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder. 'SECTION 2.10. Bonds Mutilated, Lost. Destroyed or Stolen. If any Bond shall become mutilated, at the expense of the OWner of said Bond, the City shall execute and the Fiscal Agent shall authenticate and deliver a replacement Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent, in accordance with the Fiscal Agent's retention policy then in effect. If any Bond shall be lost, destroyed or stolen, the City shall execute and the Fiscal Agent shall authenticate and deliver a replacement Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen, at the expense of the Owner, but only following provision by the OWner to the Fiscal Agent of indemnity for the City and the Fiscal Agent satisfactory to the Fiscal Agent. The City may require payment of a sum not exceeding the actual cost of preparing each a replacement Bond delivered under this Section 2.10 and the City and the Fiscal Agent may require payment of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery thereof. Any Bond delivered under the provisions of this Section 2.10 in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. SECTION 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall not be general obligations of the City, but shall be limited obligations, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the Bonds. 15 SECTION 2.12. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.12 shall in any way prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof. SECTION 2.13. Book-Entry System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the City and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository's book-entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the City nor the Fiscal Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the City nor the Fiscal Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. Except as set forth above, the Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.13 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the 16 system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable. SECTION 2.14. Issuance of Parity Bonds. The City may from time to time issue bonds (the "Parity Bonds"), in addition to the 1998 Series A Bonds authorized under Section 2.01 hereof, by means of a Supplemental Agreement and without the consent of any Bondowners, upon compliance with the provisions of this Section 2.14. Any such Parity Bonds shall constitute Bonds hereunder and shall be secured by a lien on the Special Tax Revenues and funds pledged for the payment of the Bonds hereunder on a parity with all other'Bonds Outstanding hereunder. The City may issue the Parity Bonds subject to the following specific conditions precedent: (A) Current Compliance. The City shall be in compliance on the date of issuance of the Parity Bonds with all covenants set forth in this Agreement and all Supplemental Agreements. (B) Payment Dates. The Supplemental Agreement providing for the issuance of such Parity Bonds shall provide that interest thereon shall be payable on March 1 and September 1, and principal thereof shall be payable on September 1 in any year in which principal is payable (provided that there shall be no requirement that any Parity Bonds pay interest on a current basis). (C) Funds and Accounts: Reserve Fund and Delinquency Maintenance Fund Deposits. The Supplemental Agreement providing for the issuance of such Parity Bonds may provide for the establishment of separate funds and accounts, and shall provide for a deposit to the Reserve Fund in an amount necessary so that the amount on deposit therein, following the issuance of such Parity Bonds, is equal to the Reserve Requirement. If the Delinquency Maintenance Fund has not been closed pursuant to Section 3.07 (D) prior to the date of issuance of the Parity Bonds, the City shall make a deposit to said fund in an amount equal to (D) Value-to-Lien Ratio. The District Value shall be at least three times the sum of: (i) the aggregate principal amount of all Bonds then Outstanding, plus (ii) the aggregate principal amount of the series of Parity Bonds proposed to be issued (less any such principal amount to be deposited in an escrow account established and held by the Fiscal Agent as directed by the Finance Director and released, other than for purposes of redemption of such series of Parity Bonds, upon compliance at the time funds are released from the Escrow Fund with the provisions of this clause (D) and the succeeding clause (E) as if the funds to be so released were an additional series of Parity Bonds), plus (iii) the aggregate principal amount of any fixed assessment liens on the parcels in the District subject to the levy of Special Taxes, plus (iv) a portion of the aggregate principal amount of any and all other community facilities district bonds then outstanding and payable at least partially from special taxes to be levied on parcels 17 of land within the District (the "Other District Bonds") equal to the aggregate principal amount of the Other District Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other District Bonds on parcels of land within the District, and the denominator of which is the total amount of special taxes levied for the Other District Bonds on all parcels of land against which the special taxes are levied to pay the Other District Bonds (such fraction to be determined based upon the maximum special taxes which could be levied in the year in which maximum annual debt service on the Other District Bonds occurs), based upon information from the most recent available Fiscal Year. (E) The Special Tax Coverage. The City shall obtain a certificate of a Tax Consultant to the effect that (i) the amount of the maximum Special Taxes that may be levied in each Fiscal Year shall be at least one hundred ten percent (110%) of the total Annual Debt Service for each such Fiscal Year on the Bonds and the proposed Parity Bonds, and (ii) based upon the Special Taxes that may be levied under the Rate and Method of Apportionment of the Special Taxes for the District, the estimated maximum Special Taxes that may then be levied in the District in each Fiscal Year are reasonably expected to exceed one hundred ten percent (110%) of the total Annual Debt Service for each Fiscal Year on the Bonds and the proposed Parity Bonds. (F) Officer's Certificate. The City shall deliver to the Fiscal Agent an Officer's Certificate certifying that the conditions precedent to the issuance of such Parity Bonds set forth in subsections (A), (B), (C), (D), and (E) of this Section 2.14 have been satisfied. 18 ARTICLE III ISSUANCE OF BONDS SECTION 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds for the District in the aggregate principal amount set forth in Section 2.01 and deliver the Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. The Fiscal Agent is hereby authorized and directed to authenticate the Bonds and deliver them to the Original Purchaser, upon receipt of the purchase price for the Bonds. SECTION 3.02. Application of Proceeds of Sale of Bonds and Other Moneys. (A) The proceeds of the purchase of the Bonds by the Original Purchaser shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such Proceeds on the Closing Date as follows: (i) Deposit in the Costs of Issuance Fund an amount equal to $ (ii) Deposit in the Reserve Fund an amount equal to $ and (iii) Transfer to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund, an amount equal to $ (B) In addition to the foregoing, on the Closing Date the Finance Director shall transfer or cause to be transferred certain moneys held with respect to the Prior Bonds as follows: (i) Transfer from the administrative expense fund held with respect to the Prior Bonds to the Finance Director for deposit by the Finance Director in the Administrative Expense Fund, all amounts on deposit in such administrative expense fund; (ii) Transfer from the reserve fund held with respect to the Prior Bonds to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund, an amount equal to $ __; (iii) Transfer from the improvement fund held with respect to the Prior Bonds to the Fiscal Agent for deposit by the Fiscal Agent in the Bond Proceeds Account of the Improvement Fund, an amount equal to $ ; (iv) Transfer $ from the special tax fund held with respect to the Prior Bonds, and $ from the bond fund held with respect to the Prior Bonds, to the Escrow Bank for deposit by the Escrow Bank in the Refunding Fund; (v) Transfer from the special tax fund held with respect to the Prior Bonds to the Finance Director for deposit by the Finance Director in the Special Tax Fund, an 19 amount equal to all amounts on deposit in said special tax fund not transferred to the Refunding Fund under the preceding clause (iv); (vi) Transfer from the earnings fund held with respect to the Prior Bonds to the Fiscal Agent for deposit by the Fiscal Agent in the Delinquency Maintenance Fund an amount equal to $ ; and (vii) Transfer from the earnings fund held with respect to the Prior Bonds to the Fiscal Agent for deposit by the Fiscal Agent in the General Account of the Improvement Fund, an amount equal to all amounts on deposit in said earnings fund not transferred to the Delinquency Maintenance Fund under the preceding clause (vi). SECTION 3.03. Improvement Fund. (A) Establishment of Improvement Fund. There is hereby established as a separate account to be held by the Fiscal Agent, the Community Facilities District No. 88-12 (Ynez Corridor) Special Tax Bonds Improvement Fund, and within said account, two subaccounts consisting of (i) the Bond Proceeds Account to the credit of which deposits shall be made as required by Section 3.02(B)(iii) hereof, and (ii) the General Account to the credit of which deposits shall be made as required by Section 3.02(B)(vii), the second paragraph of Section 3.04(B) and Section 3.07(B) hereof. Moneys in the subaccounts within the Improvement Fund shall be held by the Fiscal Agent for the benefit of the City and the District and shall be disbursed, except as otherwise provided in subsection (D) of this Section 3.03, for the payment or reimbursement of costs of the Project. IB) Procedure .for Disbursement. Disbursements from the subaccounts within the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer's Certificate executed by the Finance Director, substanhally in the form of Exhibit D hereto, which shall: (i) set forth the amount required to be disbursed, the subaccount from which the disbursement is to be made, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer's Certificate previously filed requesting disbursement. Upon receipt authorized to such Officer's of an Officer's Certificate in the form of Exhibit B hereto, the Fiscal Agent is act thereon without further inquiry and shall not be responsible for the contents of Certificate. (C) Investment. Moneys in the subaccounts within the Improvement Fund shall be invested and deposited by the Fiscal Agent in accordance with Section 6.01 hereof. Interest earnings and profits from such investment and deposit shall be retained in the respective subaccount within the Improvement Fund to be used for the purposes of such subaccount. (D) Closing of Fund. Upon the filing of an Officer's Certificate stating that all costs of the Project have been paid or are not required to be paid from the subaccounts within the Improvement Fund, or that construction of the Project effectively has been abandoned, the Fiscal Agent shall transfer the amount, if any, remaining in the subaccounts within the Improvement Fund to the Bond Fund for application to the payment of scheduled debt service on the Bonds in accordance with Section 4.02. Following such transfer, the Improvement Fund shall be closed. 20 SECTION 3.04. Special Tax Fund. (A) Establishment of Special Tax Fund. There is hereby established as a separate account to be held by the Finance Director, the Community Facilities District No. 88-12 (Ynez Corridor) Special Tax Bonds Special Tax Fund to the credit of which the Finance Director shall deposit, immediately upon receipt, all Special Tax Revenue received by the City and any amounts required by Sections 3.02(B)(v) and 3.05(B) to be deposited therein. Moneys in the Special Tax Fund shall be held by the Finance Director for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursements. From time to time as needed to pay the obligations of the District, but no later than the sixth (6th) Business Day before each Interest Payment Date, the Finance Director shall withdraw from the Special Tax Fund and transfer (a) to the Fiscal Agent for deposit by the Fiscal Agent in the Reserve Fund an amount, taking into account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund equals the Reserve Requirement, and (b) to the Fiscal Agent for deposit by the Fiscal Agent in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund and any expected transfers from the Improvement Fund and Reserve Fund to the Bond Fund pursuant to Sections 3.03(D) and 4.03(C) and (F), respectively, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the next Interest Payment Date; provided that no such transfer shall exceed the amount then available to be transferred from the Special Tax Fund. Amounts then in the Special Tax Fund shall also be deposited from time to time by the Finance Director in the Administrative Expense Fund as necessary to pay Administrative Expenses, but any such transfers shall not exceed, in any Fiscal Year, the amount included in the Special Tax levy for such Fiscal Year for Administrative Expenses with respect to the Special Taxes theretofore collected in the District. Notwithstanding the foregoing, (i) amounts levied to pay current costs of construction which are collected w. ith other Special Taxes shall be transferred by the Finance Director upon receipt to the General Account of the Improvement Fund, and (ii) amounts representing the collection of delinquent Special Taxes, to the extent transfers in respect of such delinquencies have been made from the Delinquency Maintenance Fund to the Bond Fund, and if all transfers to the Bond Fund for such Fiscal Year have been made and the Reserve Fund is then at the Reserve Requirement, may, at the direction of the Finance Director, be transferred to the Improvement Fund, to be used for the purposes thereof, or to the Bond Fund to be used to redeem Bonds pursuant to Section 2.03(A)(i) on the next date for which notice of redemption can timely be given. (C) Investment. Moneys in the Special Tax Fund shall be invested and deposited by the Finance Director in accordance with Section 6.01 hereof. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof. SECTION 3.05. Administrative Expense Fund. (A) Establishment of Administrative Expense Fund. There is hereby established as a separate account to be held by the Finance Director, the Community Facilities District No. 88- 12 (Ynez Corridor) Special Tax Bonds Administrative Expense Fund to the credit of which deposits shall be made as required by Sections 3.02(B)(i), and 3.04(B). Moneys in the Administrative Expense Fund shall be held by the Finance Director for the benefit of the City, and shall be disbursed as provided below. 21 (B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by the Finance Director and paid to the City or its order upon receipt by the Finance Director of an Officer's Certificate executed by the Finance Director substantially in the form of Exhibit B hereto stating the amount to be withdrawn, that such amount is to be used to pay an Administrative Expense and the nature of such Administrative Expense. Annually, on the last day of each Fiscal Year, the Finance Director shall withdraw from the Administrative Expense Fund and transfer to the Special Tax Fund an amount equal to the amount, if any, then on deposit in the Administrative Expense Fund which is in excess of an amount necessary to pay any Administrative Expenses incurred but not yet paid. (C) Investment. Moneys in the Administrative Expense Fund shall be invested and deposited by the Finance Director in accordance with Section 6.01 hereof. Interest earnings and profits resulting from said investment shall be retained by the Finance Director in the Administrative Expense Fund to be used for the purposes of such fund. SECTION 3.06. Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. There is hereby established as a separate account to be held by the Fiscal Agent, the Community Facilities District No. 88-12 (Ynez Corridor) Special Tax Bonds Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02(A)(i). Moneys in the Costs of Issuance Fund shall be held by the Fiscal Agent for the benefit of the City and shall be disbursed as provided in subsection (B) of this Section 3.06 for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in a requisition substantially in the form of Exhibit D hereto executed by the Finance Director containing respective amounts to be paid to the designated payees, and delivered to the Fiscal Agent. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited by the Fiscal Agent in accordance with Section 6.01 hereof. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund. (D) Closing offend. The Fiscal Agent shall maintain the Costs of Issuance Fund until the earlier of (i) December 1, 1998, or (ii) the date on which the Finance Director has certified to the Fiscal Agent in writing that all known Costs of Issuance have been paid, and then the Fiscal Agent shall transfer any moneys remaining therein, including any investment earnings thereon, to the Bond Fund to be used for purposes of the Bond Fund. SECTION 3.07. Delinquency Maintenance Fund. (A) Establishment of Delinquency Maintenance Fund. There is hereby established as a separate account to be held by the Fiscal Agent, the Community Facilities District No. 88-12 (Ynez Corridor) Special Tax Bonds Delinquency Maintenance Fund, to the credit of which a deposit shall be made as required by Sections 3.02(B)(vi) and 2.14(C). Moneys in the Delinquency Maintenance Fund shall be held by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, and shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursement. Amounts shall be withdrawn from the Delinquency Maintenance Fund by the Fiscal Agent and transferred to the Bond Fund when required by the provisions of the third paragraph of Section 4.02(B) hereof. On such date as the Finance Director certifies in 22 writing to the Fiscal Agent that delinquencies in the collection of Special Taxes levied in the District during the prior three Fiscal Years have been less than five percent (5%) of the total Special Taxes levied in each such year, the Fiscal Agent shall transfer all amounts then on deposit in the Delinquency Maintenance Fund to the General Account of the Improvement Fund to be used for the purposes of the Improvement Fund. (C) Investment. Moneys in the Delinquency Maintenance Fund shall be invested and deposited by the Fiscal Agent in accordance with Section 6.01 hereof. Investment earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Delinquency Maintenance Fund to be used for the purposes thereof. (D) Closing of Fund. When all amounts in the Delinquency Maintenance Fund have been disbursed under Section 3.07(B) above, the Delinquency Maintenance Fund shall be closed. SECTION 3.08. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the acquisition of the Project or upon the performance by any person of his obligation with respect to the Project. 23 ARTICLE IV SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND SECTION 4.01. Pledge of Special Tax Revenues. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund and the Reserve Fund, and, until disbursed as provided herein, in the Special Tax Fund and the Delinquency Maintenance Fund. The Special Tax Revenues and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03. Amounts in the Administrative Expense Fund, the Costs of Issuance Fund and the subaccounts within the Improvement Fund are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder. SECTION 4.02. Bond Fund. (A) Establishment of Bond Fund. There is hereby established as a separate account to be held by the Fiscal Agent the "Community Facilities District No. 88-12 (Ynez Corridor) Special Tax Bonds Bond Fund" to the credit of which deposits shall be made as required by Section 3.03(D), Section 3.04(B), Section 3.07(B), Section 4.03 and any other amounts reqaired to be deposited therein by this Agreement. Moneys in the Bond Fund shall be held by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below. (B) On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, due and payable on such Interest Payment Date on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(ii). Notwithstanding the foregoing, (amounts in the Bond Fund as a result of a transfer pursuant to Section 3.03(D) shall be used to pay the principal of and interest on the Bonds prior to the use of any other amounts in the Bond Fund for such purpose. Five (5) Business Days prior to each Interest Payment Date, the Fiscal Agent shall det'ermine if the amounts then on deposit in the Bond Fund are sufficient to pay the debt service due on the Bonds on the next Interest Payment Date. In the event that amounts in the Bond Fund are insufficient for such purpose, the Fiscal Agent promptly shall notify the Finance Director by telephone (and confirm in writing) of the amount of the insufficiency. In the event that amounts in the Bond Fund are insufficient for the purpose set forth in the second preceding paragraph with respect to any Interest Payment Date, the Fiscal Agent shall withdraw first, from the Delinquency Maintenance Fund, to the extent of any funds therein, and second, after all amounts in the Delinquency Maintenance Fund have been exhausted or such fund has theretofore been closed under Section 3.07(D), from the Reserve Fund, to the extent of any funds therein, an amount sufficient to cover the amount of such Bond Fund insufficiency. Amounts so withdrawn from the Delinquency Maintenance Fund or the Reserve Fund shall be deposited in the Bond Fund. 24 If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.02(B)~ the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments. Any sinking payment not made in full as scheduled shall continue to bear interest at the interest rate on the Bonds until paid, and shall be paid from the first available amounts in the Bond Fund described in clause (i) of the second sentence of the first paragraph of this Section 4.02(B). (C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund. (D) Deficiency. If at any time it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay debt service on the Bonds in a timely manner, the Fiscal Agent shall report to the Finance Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Resolution of Formation) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies, to the extent that the Finance Director determines that there are insufficient monies, if any, in the Delinquency Maintenance Fund to offset expected Special Tax delinquencies. If at any time the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds, the Fiscal Agent shall notify the Finance Director in writing of such fact, and the Finance Director shall notify the California Debt and Investment Advisory Commission of such fact within 10 days of such Interest Payment Date. SECTION 4.03. Reserve Fund. (A) Establishment of Fund. There is hereby established as a separate account to be held by the Fiscal Agent the "Community Facilities District No. 88-12 (Ynez Corridor), Special Tax Bonds Reserve Fund" to the credit of which a deposit shall be made as required by Section 3.02(A)(ii), which deposit, as of the Closing Date, is equal to (or in excess of) the initial Reserve Requirement, and deposits shall be made as provided in Section 3.04(B)(iv). Moneys in the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of the principal of, and interest and any premium on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds. (B) Use of Reserve Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds from the Bond Fund. (C) Transfer of Excess of Reserve Requirement. Whenever, on the sixth Business Day before any Interest Payment Date, or on any other date at the request of the Finance Director, the amount in the Reserve Fund exceeds the Reserve Requirement, the Fiscal Agent shall provide written notice to the Finance Director of the amount of the excess and shall transfer an amount equal to the excess from the Reserve Fund to the Delinquency Maintenance Fund or, if such fund 25 has theretofore been closed under the terms of Section 3.07(D), to the Bond Fund to be used to pay interest on the Bonds on the next Interest Payment Date. (D) Transfer for Rebate Purposes. Amounts in the Reserve Fund shall be withdrawn for purposes of making payment to the federal government to comply with Section 6.02, upon receipt by the Fiscal Agent of an Officer's Certificate specifying the amount to be withdrawn and to the effect that such amount is needed for rebate purposes. (E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent shall, upon the written request of the Finance Director, transfer any cash or Permitted Investments in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 4.02 or 2.03, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the Finance Director to be used by the City for any lawful purpose. Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.03(E) until after the calculation, pursuant to Section 6.02, of any amounts due to the federal government following payment of the Bonds and withdrawal of any such amount under Section 4.03(D) for purposes of making such payment to the federal government, and payment of any fees and expenses due to the Fiscal Agent. (F) Investment. Moneys in the Reserve Fund shall be invested in accordance with Section 6.01. On the sixth Business Day before each Interest Payment Date, if the amount on deposit in the Reserve Fund equals the then Reserve Requirement, interest earnings and profits resulting from said investment shall be transferred by the Fiscal Agent to the Delinquency Maintenance Fund or, if such fund has theretofore been closed under the terms of Section 3.07(D), to the Bond Fund, to be used to pay interest on the Bonds on the next Interest Payment Date. 26 ARTICLE V OTHER COVENANTS OF THE CITY SECTION 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. SECTION 5.02. Limited Obligation. The Bonds are limited obligations payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund, the Reserve Fund, the Delinquency Maintenance Fund and the Special Tax Fund created hereunder. SECTION 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal and premium, if any, of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. SECTION 5.04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement. SECTION 5.05. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Administrative Expense Fund and the Special Tax Fund and to the Special Tax Revenues.' Such books of record and accounts shall during business hours and under reasonable conditions be subject to the inspection of the Fiscal Agent and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund, the Reserve Fund, the Cost of Issuance Fund and the Improvement Fund. Such books of record and accounts shall, upon reasonable notice, during business hours be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. SECTION 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security for the Bonds and the rights of the Owners thereto, and will warrant and defend their rights to such security against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. 27 SECTION 5.07. Compliance with Law, Completion of Project. The City will comply with all applicable provisions of the Act and law in completing the acquisition of the Project. SECTION 5.08. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. SECTION 5.09. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. SECTION 5.10. Collection of Special Tax Revenues. The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes. On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide a written notice to the Finance Director stating the amount then on deposit in the Bond Fund and the Reserve Fund. The receipt of such notice by the Finance Director shall in no way affect the obligations of the Finance Director under the following two paragraphs. Upon receipt of a copy of such notice, the Finance Director shall communicate with the Auditor or other appropriate official of the County to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year. The Finance Director shall effect the levy of the Special Taxes each Fiscal Year, in accordance with the Ordinance Levying Taxes by each August 1 that the Bonds are Outstanding, but in any event such that the computation of the levy is complete before the final date on which the Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next tax roll. Upon the completion of the computation of the amounts of the levy, the Finance Director shall prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next secured tax roll. The Finance Director shall fix and levy the amount of Special Taxes within the District required for the payment of principal of, premium, if any, and interest on any outstanding bonds of the District becoming due and payable during the ensuing fiscal year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds, and an amount estimated to be sufficient to pay the Administrative Expenses during such fiscal year. The Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation. The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Finance Director may in his discretion cause the collection of any Special Taxes by direct, first class mail billing to the then owner of each parcel so owned in lieu of billing for such Special Taxes in the same manner as general taxes as aforesaid. Any such Special Taxes so billed shall have the same priority and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property. 28 The Finance Director is hereby authorized to employ consultants to assist in computing the levy of the Special Taxes hereunder and any reconciliation of amounts levied to amounts received. The fees and expenses of such consultants and the costs and expenses of the Finance Director (including a charge for City staff time) in conducting its duties hereunder shall be an Administrative Expense hereunder. SECTION 5.11. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement. SECTION 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. SECTION 5.13. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds. SECTION 5.14. Annual State Reports. The following requirements shall apply to tl~e Bonds: (A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Finance Director shall cause the following information to be supplied to CDIAC: (i) the principal amount of the Bonds Outstanding; (ii) the balance in the Reserve Fund; (iii) that no capitalized interest was funded for the Bonds; (iv) the number of parcels in the District which are delinquent in the payment of Special Taxes, the amount of each delinquency, the length of time delinquent and when foreclosure was commenced for each delinquent parcel; (v) the balance in the Improvement Fund; and (vi) the assessed value of all parcels in the District subject to the levy of the Special Taxes as shown in most recent equalized roll. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC. (B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall notify the Finance Director of such failure or withdrawal in writing. The Finance Director shall notify CDIAC and the Original Purchasers of such failure or withdrawal within 10 days of such failure or withdrawal. (C) Amendment. The reporting requirements of this Section 5.14 Shall be amended from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act. Notwithstanding the foregoing, any such amendment shall not, in itself, affect the City's obligations under the Continuing Disclosure Agreement. 29 (D) No Liability. None of the City and its officers, agents and employees, the Finance Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 5.14. SECTION 5.15. Covenant to Foreclose. Pursuant to Section 53356.1 of the Act, the City hereby covenants with and for the benefit of the owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following two paragraphs. The Finance Director shall notify the City Attorney of any such delinquency of which it is aware, and the City Attorney shall commence, or cause to be commenced, such proceedings. On or about July 1st of each Fiscal Year, the Finance Director shall compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the City, and: (A) Individual Delinquencies. If the Finance Director determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $2,500 or more, then the Finance Director shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 45 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings shall be commenced by the City within 90 days of such determination. (B) Aggregate Delinquencies. If the Finance Director determines that (i) the total amount of delinquent Special Tax for the prior Fiscal Year for the entire District, (includin~ ~he total of delinquencies under subsection (A) above), exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year, or (ii) there are ten (10) or fewer owners of real property within the District, determined by reference to the latest available secured property tax roll of the County, the City shall notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 45 days of such determination, and shall commence foreclosure proceedings within 90 days of such determination against each parcel of land in the District with a Special Tax delinquency. The City Attorney is hereby authorized to employ counsel to conduct any such foreclosure proceedings. The fees and expenses of any such counsel and costs and expenses of the City Attorney (including a charge for City staff time) in conducting foreclosure proceedings shall be an Administrative Expense hereunder. Section 5.16. Continuing Disclosure to Owners. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder; however, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order. The owner and/or developer of a significant portion of the real property in the District as of the Closing Date has also executed a continuing disclosure agreement for the benefit of the holders and beneficial owners of the Bonds. Any Participating Underwriter or holder or beneficial owner may take such actions as may be necessary and appropriate directly against such landowner to compel performance by such landowner of its obligations thereunder, 30 including seeking mandate or specific performance by court order; however the City shall have no obligation whatsoever to enforce any obligations under any such agreement. SECTION 5.17. No Additional Bonds. The City shall not issue any additional bonds or incur any additional indebtedness (other than Administrative Expenses) secured by a pledge of Special Taxes or any amounts in any funds or accounts established hereunder. Section 5.18. Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.13 and 6.02 hereof, the City will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the Closing Date, regarding prepayments of Special Taxes and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or Bonds redeemed. 31 ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY SECTION 6.01. Deposit and Investment of Moneys in Funds. Moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to written instructions of the Finance Director filed with the Fiscal Agent at least two (2) Business Day in advance of the making of such investments. Upon receipt of such written instructions, the Fiscal Agent is authorized to act thereon without further inquiry and shall be absolutely protected and shall incur no liability in so acting in accordance with such instructions. In the absence of any such written instructions, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (a) of the definition thereof. The Fiscal Agent shall be deemed to have conclusively complied with the Fair Market Value requirement if it invests such moneys in Permitted Investments described in clause (a) of the definition thereof in the absence of written instructions from the City. Moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in Permitted Investments, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. Whenever in this Agreement any moneys are required to be transferred by the City to the Fiscal Agent, such transfer may be accomplished by transferring a like amount of Permitted Investments. The Fiscal Agent or the Finance Director may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Finance Director shall incur any liability for losses arising from any investments made pursuant to this Section 6.01. Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on a Written Certificate of the City and shall be fully protected in relying thereon. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued at their present value (within the meaning of section 148 of the Code). Investments in any and all funds and accounts may be cornmingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director hereunder. The Fiscal Agent or the Finance Director, as applicable, shall sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the Finance Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. 32 The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder. SECTION 6.02. Rebate of Excess Investment Earnings to the United States. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. The City shall withdraw such amounts from the Administrative Expense Fund as necessary to make any required rebate payments on the Bonds, and pay such amounts to the federal government as required by the Code and the Regulations. In the event of any shortfall in amounts available for such purpose in the Administrative .Expense Fund to make such payments, the Finance Director shall make such payment from any amounts available in the Reserve Fund pursuant to Section 4.03(D) or from any other lawfully available funds of the City. Any fees or expenses incurred by the City under or pursuant to this Section 6.02 shall be Administrative Expenses. In order to provide for the administration of this Section 6.02, the Finance Director may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Finance Director may deem appropriate and in addition, and without limitation of the provisions of Sections 7.01 and 7.02 hereof, the Finance Director may rely conclusively upon and be fully protected from all liability in relying upon the opinions, determinations, calculations and advice of such agents, attorneys and consultants employed hereunder. SECTION 6.03. Limited Obligation. The City's obligations hereunder are limited obligations payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Reserve Fund and the Bond Fund created hereunder. SECTION &04. Liability of City. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection With the performance of its duties hereunder, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Fiscal Agent herein or of any of the documents executed by the Fiscal Agent in connection with the Bonds, or as to the existence of a default or event of default thereunder. In the absence of bad faith, the City, including the Finance Director, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Agreement. The City, including the Finance Director, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the Special Tax Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 33 The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The City shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the City or the Finance Director shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Fiscal Agent and such certificate shall be full warrant to the City and the Finance Director for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City or the Finance Director may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. SECTION 6.05. Employment of Agents by City. In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. 34 ARTICLE VII THE FISCAL AGENT SECTION 7.01. Appointment of Fiscal Agent' U.S. Bank Trust National Association, is hereby appointed Fiscal Agent and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01 shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Fiscal Agent shall give the Finance Director and the Finance Director written notice of any such succession hereunder. The City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at any time resign by giving written notice to the City by certified mail return receipt requested, and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective only upon acceptance of appointment by the successor Fiscal Agent. If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section 7.01 within forty-five (45) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent, at the expense of the City, or any Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Finance Director of the City in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that its Finance Director in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Owners of the Bonds. SECTION 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, nor 35 makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, nor shall the Fiscal Agent incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. The Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, documents, written instructions or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement; but in the case of any such certificates, documents, written instructions or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the City or the District herein or of any of the documents executed by the City or the District in connection with the Bonds, or as to the existence of a default or event of default thereunder. The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer of the Fiscal Agent unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless an indemnity and security satisfactory to the Fiscal Agent shall have been provided to the Fiscal Agent. The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity satisfactory to the Fiscal Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent. All indemnifications and releases from liability granted to the Fiscal Agent hereunder shall extend to the directors, officers and employees of the Fiscal Agent. SECTION 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to monthly statements reporting funds held and transactions by the Fiscal Agent, including the value of any investments held by the Fiscal Agent. 36 SECTION 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, written instructions, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in accordance therewith. The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by an Officer's Certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. SECTION 7.05. Compensation. Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys (including the allocated costs of in-house attorneys), agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligations of the City under this Section 7.05 shall survive resignation or removal of the Fiscal Agent under this Agreement, but any monetary obligation of the City arising under this Section 7.05 shall be limited solely to amounts on deposit in the Administrative Expense Fund. 37 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT SECTION 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of .the State of California or this Agreement), or (iii) reduce the percentage of Bonds required for the amendment hereof. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes (A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting any Outstanding Bonds of the City in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exclusion from gross income for federal income tax purposes of interest on the Bonds. Any amendment of this Agreement may not modify any of the rights or obligations of the Fiscal Agent without its written consent. The Fiscal Agent may obtain an opinion of counsel that any such Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Section 8.01 and the Fiscal Agent may conclusively rely on such opinion and shall be absolutely protected in so relying. SECTION 8.02. Owners' Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. SECTION 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that 38 such amendment is permitted by Section 8.01, to take effect when and as provided in this Section 8.03. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Fiscal Agent, at the expense of the City), to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section 8.03 provided. Such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section 8.03 provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04 hereof. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section 8.03 provided for has been mailed. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section 8.03 for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section 8.03 (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. SECTION 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. SECTION 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City, the Fiscal Agent and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. SECTION 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond 39 Outstanding at such effective date and upon presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. SECTION 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. 4O ARTICLE IX MISCELLANEOUS SECTION 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. SECTION 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. SECTION 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, all Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and 4.03 hereof is fully sufficient to pay all Bonds Outstanding, induding all principal, interest and redemption premiums; or (C) by irrevocably depositing with the Fiscal Agent, in trust, cash and/or Federal Securities in such amount as the City shall determine, as confirmed by Bond Counsel or an independent certified public accountant, will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03 (to the extent invested in Federal Securities), be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to all Bonds Outstanding shall cease and terminate, except only the obligations of the City under Section 5.13 and of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon, and the obligation of the City to pay all amounts owing to the Fiscal Agent pursuant to Section 7.05 hereof; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent. The satisfaction and discharge of this Fiscal Agent Agreement shall be without prejudice to the rights of the Fiscal Agent to charge and be reimbursed by the City for the expenses which it shall thereafter incur in connection therewith. Any funds thereafter held by the Fiscal Agent upon payment of all fees and expenses of the Fiscal Agent which remain unclaimed for two (2) years after the principal of all Bonds has 41 become due and payable, shall be paid over to the City as provided in Section 9.08 hereof and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners of such Bonds shall look only to the City for payment of such Bonds. SECTION 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by' an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registration books maintained by the Fiscal Agent pursuant to Section 2.08 hereof. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith. SECTION 9.05. Waiver of Personal Liability. No Councilmember, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of or interest or ai~2, premium on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. SECTION 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) as follows: City of Temecula 43200 Business Park Drive Temecula, California 92589-9033 Attention: Finance Director Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) as follows: U.~. Bank Trust National Association 550 South Hope Street, Suite 500 Los Angeles, California 90071 Attention: Corporate Trust SECTION 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held by a court of competent jurisdiction to be illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this 42 Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. SECTION 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal. Agent shall thereupon be released and discharged with respect thereto and the Owners of such Bonds shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds. Any right of any Owner to look to the City for such payment shall survive only so long as required under applicable law. SECTION 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. SECTION 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.. SECTION 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes. SECTION 9.12. Payment on Business Day. In any case where the' date of the maturity of interest or of principal (and premium, if any) of the Bonds, or the date fixed for redemption of any Bonds, or the date any action is to be taken pursuant to this Agreement, is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period after such date. SECTION 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 43 IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Fiscal Agent, in token of its acceptance of the duties of the Fiscal Agent hereunder, has caused this Agreement to be executed in its name, all as of May 1, 1998. CITY OF TEMECULA, CALIFORNIA, for and on behalf of the COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) By Finance Director U.S. BANK TRUST NATIONAL ASSOCIATION, as Fiscal Agent 20002.01:J3200 By: Authorized Officer EXHIBIT A FORM OF BOND No. ***$ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) SPECIAL TAX REFUNDING BOND, 1998 SERIES A INTEREST RATE I MATURITY DATE BOND DATE % September 1,_ June .... 1998 REGISTERED OWNER: PRINCIPAL AMOUNT: 'The City of Temecula, California (the "City") for and on behalf of the Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) (the "District"), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from the Bond Date set forth above, or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 1998, at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the registered owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office (as defined in the Agreement referred to below) of U.S. Bank Trust National Association (the "Fiscal Agent"). Interest on this Bond shall be paid by check of the Fiscal Agent mailed on each interest payment date to the registered owner hereof as of the close of business on the 15th day of the month preceding the month in which the interest payment date occurs (the "Record Date") at such registered owner's address as it appears on the registration books maintained by the Fiscal Agent, or (i) if the Bonds are in book-entry-only form, or (ii) otherwise upon written request filed with the Fiscal Agent prior to any Record Date by a registered owner of at least $1,000,000 in aggregate principal amount of Bonds, by wire transfer in immediately available funds to the depository for the Bonds or to an account in the United States designated by such registered owner in such written request, respectively. Interest on this Bond shall be payable from the interest payment date next preceding the date of authentication hereof, unless (i) it is authorized on an interest payment date, in which event it shall bear interest for such interest payment date, or (ii) such date of authentication is after a Record Date but on or prior to an interest payment date, in which event interest will be payable from such interest payment date, or (iii) such date of authentication is prior to the first Exhibit A Page ! Record Date, in which event interest will be payable from the Bond Date set forth above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment hereon. The Bonds are not general obligations of the City, but are limited obligations payable solely from the revenues and funds pledged therefor under the Agreement. Neither the faith and credit nor the taxing power of the City (except to the limited extent set forth in the Agreement) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. This Bond is one of a duly authorized issue of bonds in the aggregate principal amount of $ approved by resolution of the City Council of the City on May 12, 1998 (the "Resolution"), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the "Mello-Roos Act") for the purpose of refunding outstanding bonds of the District and to provide for financing of additional improvements for the District, and is one of the series of bonds designated "Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A" (the "Bonds"). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of May 1, 1998, between the City and the Fiscal Agent (the "Agreement") and this reference incorporates the Agreement herein, and by acceptance hereof the owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California. The Agreement permits the issuance of bonds secured thereunder on a parity with the Bonds. Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the annual special tax authorized under the Mello- Roos Act to be collected within the District (the "Special Tax") and certain funds held under the Agreement. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City, as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described hereinabove. The Bonds may be redeemed prior to their stated maturities, in whole or in part, on September 1, , or on any Interest Payment Date thereafter, at the following redemption prices, expressed as a percentage of par value, together with accrued interest to the date of redemption: Redemption Dates September 1, __ and March 1, September 1, __ and March 1, September 1, __ and thereafter Redemption Price 102% 101 100 The Bonds maturity on September 1, __ are subject to mandatory sinking payment redemption in part on the September 1, , and on each September I thereafter to maturity, by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed for redemption, without premium, from sinking payments as follows: Exhibit A Page 2 Redemption Date (September 1) Redemption Date Amount (September 1) Amount [to come] In the event of a redemption of less than all of the Bonds, the Bonds shall be redeemed by lot within a maturity, and among maturities in the manner specified in the Agreement. Notice of redemption with respect to the Bonds to be redeemed shall be given to the registered owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This Bond shall be registered in the name of the owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such owner's order. The Fiscal Agent shall require the registered owner requesting transfer or exchange to pay any tax or other gevernmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) fifteen days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Fiscal Agent. It is hereby certified, recited and declared by the City that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Exhibit A Page 3 IN WITNESS WHEREOF, City of Temecula, California has caused this Bond to be dated the Bond Date set forth above, to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signature of the City Clerk with the seal of the City imprinted hereon. [S E AL] City Clerk Mayor [FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the Resolution and the Agreement which has been authenticated on U.S. BANK TRUST NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Officer Exhibit A Page 4 FORM OF ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint · attorney, to transfer the same on the registration books of the Fiscal Agent· with full power of substitution in the premises. Dated: _ Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor. NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. Exhibit A Page 5 EXHIBIT B COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) SPECIAL TAX REFUNDING BONDS, 1998 SERIES A OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM ADMINISTRATIVE EXPENSE FUND CERTIFICATE NO.~ The undersigned hereby states and certifies: (i) that I am the duly appointed, qualified and acting Finance Director of the City of Temecula, California, a municipal corporation duly organized and existing under the laws of the State of California (the "City") and as such, am familiar with the facts herein certified and am authorized to certify the same; (ii) that I am an "Authorized Officer", as such term is defined in that certain Fiscal Agent Agreement, dated as of May 1, 1998 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank Trust National Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 3.05(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the City Finance Director to disburse from the Administrative Expense Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of Administrative Expenses (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A; and (iv) that the disbursements described on the attached Schedule A constitute Administrative Expenses, and are properly chargeable to the Administrative Expense Fund. Dated: CITY OF TEMECULA, CALIFORNIA By: Finance Director Exhibit B Page ! SCHEDULE A Payee Name and Address Purpose of Obligation Amount Exhibit B Page 2 EXHIBIT C COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF ~;EMECULA (YNEZ CORRIDOR) SPECIAL TAX REFUNDING BONDS, 1998 SERIES A OFFICER'S CERTIFICATE REQUESTING DISBURSEMENT FROM COSTS OF ISSUANCE FUND CERTIFICATE NO. The undersigned hereby states and certifies: (i) that I am the duly appointed, qualified and acting Finance Director of the City of Temecula, California, a municipal corporation duly organized and existing under the laws of the State of California (the "City") and as such, am familiar with the facts herein certified and am authorized to certify the same; (ii) that I am an "Authorized Officer", as such term is defined in that certain Fiscal Agent Agreement, dated as of May 1, 1998 (the "Fiscal Agent Agreement"), by and between the City and U.S. Bank Trust National Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 3.06(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Costs of Issuance Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of Costs of Issuance (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A; and (iv) that the disbursements described on the attached Schedule A constitute Costs of Issuance, and are properly chargeable to the Costs of Issuance Fund. Dated: CITY OF TEMECULA, CALIFORNIA By: Finance Director Exhibit C Page ! SCHEDULE A Payee Name and Address Purpose of Obligation Amount Exhibit C Page 2 EXHIBIT D COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) SPECIAL TAX REFUNDING BONDS, 1998 SERIES A OFFICER'S CERTIFICATE REOUESTING DISBURSEMENT FROM IMPROVEMENT FUND CERTIFICATE NO. The undersigned hereby states and certifies: (i) that I am the duly appointed, qualified and acting Finance Director of the City of Temecula, California, a municipal corporation duly organized and existing under the laws of the State of California (the "City") and as such, am familiar with the facts herein certified and am authorized to certify the same; (ii) that I am an "Authorized Officer", as such term is defined in that certain Fiscal Agent Agreement, dated as of May 1, 1998 (the "Fiscal Agent Agreement"), by and between ttie City and U.S. Bank Trust National Association, as fiscal agent (the "Fiscal Agent"); (iii) that pursuant to Section 3.03(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to the payee(s) designated on Schedule A attached hereto and by this reference incorporated herein, the amount(s) set forth opposite such payee, for payment or reimbursement of previous payment of costs of the Project (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A; and (iv) that no portion of the amount(s) now being requested to be disbursed was set forth in any Officer's Certificate requesting disbursement previously filed with the Fiscal Agent. Dated: CITY OF TEMECULA, CALIFORNIA By: Finance Director Exhibit D Page 1 SCHEDULE A Payee Name and Address Purpose of Obligation Amount Exhibit D Page 2 Quint & Tl'umrrug LLP 07/30/97 03/i7/98 05/04/98 ESCROW AGREEMENT by and between the CITY OF TEMECULA, CALIFORNIA and U.S. BANK TRUST NATIONAL ASSOCIATION Dated as of May 1, 1998 Relating to: Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Series 1992 Special Tax Bonds 20002.01:J3199 TABLE OF CONTENTS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. Section 13. Section 14. Section 15. Section 16. EXHIBIT A: EXHIBIT B: Definition of Federal Securities ..............................................................................1 Establishment of Refunding Fund ........................................................................ 1 Deposit into Refunding Fund; Investment of Amounts ........................................... 2 Instructions as to Application of Deposit ................................................. ~ ...............2 Application of Proceeds from Prior Bond Funds ..................................................... 2 Application of Certain Terms of Fiscal Agent Agreement ....................................... 3 Investment of Any Remaining Moneys ................................................................. 3 Substitution or Withdrawal of Federal Securities .................................................... 3 Proceedings for Redemption of Prior Bonds ........................................................... 4 Compensation to Escrow Bank ...............................................................................4 Liabilities and Obligations of Escrow Bank ............................................................ 4 Resignation of Escrow Bank ..................................................................................5 Amendment .........................................................................................................5 Unclaimed Moneys ...............................................................................................5 Execution in Counterparts .....................................................................................6 Applicable Law ....................................................................................................6 SCHEDULE OF ORIGINAL FEDERAL SECURITIES SCHEDULE OF PAYMENTS ON PRIOR BONDS ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement"), is made and entered into as of May 1, 1998, by and between the CITY OF TEMECULA, CALIFORNIA, a municipal corporation duly organized and existing under the laws of the State of California (the "City"), for and on behalf of the COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) (the "District") and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, acting as successor Fiscal Agent for the Prior Bonds hereinafter referred to and acting as escrow bank hereunder (the "Escrow Bank"). WITNESSETH: WHEREAS, the Board of Supervisors (the "Board") of the County of Riverside (the "County") has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), to form the District, to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, the Board, as the then legislative body of the District, authorized the issuance of bonds for the District in the original principal amount of $18,325,000 (the "Prior Bonds"), said Bonds having been issued on June 4, 1992 pursuant to the Act, a resolution of the Board and a Bond Indenture, dated as of April 1, 1992 (the "Indenture), by and between the District. and First Trust of California, National Association, as successor fiscal agent (the "Fiscal.Agent"); and WHEREAS, the Board and the City Council of the City have entered into an agreement transferring the governance of the District from the Board to the City Council which became effective on December 1, 1997, and the City Council now acts as the legislative body for the District; and WHEREAS, the City has determined to issue, for on behalf of the District, special tax refunding bonds in the aggregate principal amount of $ (the "1998 Bonds") at this time for the purpose, inter alia, of providing funds to refund and defease the Prior Bonds; and WHEREAS, the City and the Escrow Bank wish to enter into this Agreement for the purpose of providing the terms and conditions relating to the deposit and application of moneys and Federal Securities to provide for the payment and redemption of the Prior Bonds in full, pursuant to and in accordance with the provisions of Section 9.01 of the Indenture. NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: Section 1. Definition of Federal Securities. As used herein, the term "Federal Securities" has the meaning given such term in the Indenture. Section 2. Establishment of Refunding Fund. There is hereby created an escrow fund (the "Refunding Fund") to be held in trust by the Escrow Bank as an irrevocable escrow securing the payment of the Prior Bonds, as hereinafter set forth. The Escrow Bank shall administer the Refunding Fund as provided in this Agreement. All cash and securities in the Refunding Fund are hereby irrevocably pledged as a special fund for the payment of the principal of and interest and premium, if any, on the Prior Bonds in accordance with the provisions of this Agreement and the Indenture. If at any time the Escrow Bank shall receive actual knowledge that the cash and Federal Securities in the Refunding Fund will not be sufficient to make any payment required by Section 4 hereof, the Escrow Bank shall notify the City of such fact and the City shall immediately cure such deficiency from any source of legally available funds. The Escrow Bank shall have no obligation whatsoever to use its own funds to cure any such deficiency. Section 3. Deposit into Refunding Fund; Investment of Amounts. Concurrently with delivery of the Refunding Bonds, the City shall cause to be transferred to the Escrow Bank for deposit into the Refunding Fund the amount of $ in immediately available funds, which shall be derived from (a) the proceeds of sale of the 1998 Bonds in the amount of $ , (b) the moneys on deposit in the reserve fund established for the Prior Bonds in the amount of $ , (c) moneys on deposit in the special tax fund established for the Prior Bonds in the amount of $ , and (d) moneys on deposit in the bond fund established for the Prior Bonds in the amount of $ Of the moneys deposited into the Refunding Fund pursuant to the preceding paragraph, $ shall be used by the Escrow Bank to purchase the Federal Securities identified in Exhibit A hereto $ (the "Original Federal Securities") and the remaining amount $ shall be held in cash, uninvested. The Original Federal Securities, and all other Federal Securities at any time substituted therefor in accordance with this Agreement, shall be deposited with and held by the Escrow Bank in the Refunding Fund solely for the uses and purposes set forth herein and therein. The Escrow Bank shall have no lien upon or right of set off against the Federal Securities and cash at any time on deposit in the Refunding Fund. Section 4. Instructions as to Application of Deposit. The total amount of Federal Securities deposited in the Refunding Fund hereunder shall be applied by the Escrow Bank for the sole purpose of paying the principal of and interest and premium, if any, on the Prior Bonds in accordance with the schedule set forth in Exhibit B attached hereto and by this reference incorporated herein. Following payment in full of the principal of and interest and premium, if any, on the Prior Bonds, all amounts on deposit in the Refunding Fund shall be transferred by the Escrow Bank on September 2, 2000 to the City to be used to pay debt service on the Refunding Bonds. Section 5. Application of Proceeds from Prior Bond Funds. Upon receipt by the Escrow Bank from the Fiscal Agent under the Indenture of certain amounts remaining on deposit in the funds and accounts established under the Indenture as of the date of delivery of the Refunding Bonds, such amount received shall be applied by the Escrow Bank as follows: ($ (a) amounts on deposit in the bond fund established for the Prior Bonds ) shall be deposited in the Refunding Fund; ($ (b) amounts on deposit in the reserve fund established for the Prior Bonds ) shall be deposited in the Refunding Fund; and (c) Bonds ($ amounts on deposit in the special tax fund established for the Prior ) shall be remitted to the City Finance Director. After 'making the foregoing deposits and transfers, any other amounts remaining on deposit in or accruing to any funds and accounts established under the Indenture held by the Escrow Bank as Fiscal Agent thereunder, shall be transferred in immediately available funds to the fiscal agent for the 1998 Bonds, to be deposited by such fiscal agent to the funds and accounts, and in the amounts, specified in Section 3.02(B) of the fiscal agent agreement for the 1998 Bonds. In addition, any investment earnings on funds held by the Fiscal Agent under the Indenture which are posted after the date of the foregoing transfers, shall be remitted by the Escrow Bank to the City, for transfer by the City to the fiscal agent for the 1998 Bonds for deposit to the special tax fund established under the fiscal agent agreement for the 1998 Bonds. Section 6. Application of Certain Terms of Fiscal Agent Agreement. All of the terms of the Indenture relating to the making of payments of the principal of and interest and premium on the Prior Bonds are incorporated in this Agreement as if set forth in full herein. Section 7. Investment of Any Remaining Moneys. At the written direction of the City provided at least two Business Days in advance, the Escrow Bank shall invest and reinvest any proceeds received from any of the Federal Securities, and the cash originally deposited into the Refunding Fund, for a period ending not later than the date on which such proceeds or cash are required for the purposes specified in Section 4, in Federal Securities; provided, however, that with respect to any such reinvestment, such written directions of the City shall be accompanied by an opinion of nationally recognized bond counsel ("Bond Counsel") to the effect that investment in accordance with such directions will not cause the interest on the Prior Bonds or the 1998 Bonds to become includable in gross income for federal income tax purposes and verified by a certified public accountant that at all times following such investment or reinvestment, the amount in the Refunding Fund shall be sufficient to make all debt service payments contemplated hereunder. The Escrow Bank shall be entitled to conclusively rely on and shall be fully protected in relying on, such written directions of the City, such opinion of Bond Counsel and such verification by a certified public accountant. In the event any such investment or reinvestment is required to be made in United States Treasury Securities--State and Local Government Series, the City shall at its cost cause to be prepared all necessary subscription forms therefor in sufficient time to enable the Escrow Bank to acquire such securities. In the event that the City shall fail to file any such written directions with the Escrow Banlc ~oncerning the reinvestment of any such proceeds, such proceeds shall be held uninvested by the Escrow Bank. Any interest income resulting from investment or reinvestment of moneys pursuant to this Section 7 shall be paid to the City promptly upon the receipt of such interest income by the Escrow Bank. Section 8. Substitution or Withdrawal of Federal Securities. The City may at any time direct the Escrow Bank to substitute Federal Securities for any or all of the Original Federal Securities then deposited in the Refunding Fund, or to withdraw and transfer to the City any portion of the Federal Securities then deposited in the Refunding Fund, provided that any such direction and substitution or withdrawal shall be accompanied by: (a) a certification of an independent certified public accountant that the Federal Securities then to be so deposited in the Refunding Fund together with interest to be derived therefrom, or in the case of withdrawal the Federal Securities to be remaining in the Refunding Fund following such withdrawal together with the interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 4 hereof; and (b) an opinion of Bond Counsel that the substitution or withdrawal will not affect, for federal income tax purposes, the exclusion from gross income for federal income tax purposes of the interest on the Prior Bonds or on the 1998 Bonds. The Escrow Bank shall be entitled to rely on and shall be fully protected in relying on such written directions of the City, such certification of an independent public accountant and such opinion of Bond Counsel. In the event that, following any such substitution of Federal Securities pursuant to this Section 8, there is an amount of moneys or Federal Securities in excess of the amount required for the purposes of Section 4 hereof, as such excess is identified in the certification of such independent certified public accountant and provided that all amounts due Escrow Bank shall have been paid in full, such excess shall upon written direction of the City be transferred to the City. Section 9. Proceedings for Redemption of Prior Bonds. The City hereby irrevocably elects to redeem all of the outstanding Prior Bonds in full on September 1, 2000, pursuant to the provisions of Section 4.01 (a) of the Indenture. Notice of such redemption shall be given by the Escrow Bank (in its capacity as Fiscal Agent under the Indenture) in accordance with Section 4.03 of the Indenture, at the expense of the City. Section 10. Compensation to Escrow Bank. The City shall pay the Escrow Bank full compensation for its duties under this Agreement, including out-of-pocket costs such as publication costs, redemption expenses, legal fees (including fees of outside counsel and the allocated costs of internal attorneys) and other costs and expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase of any Federal Securities after the date hereof. Under no circumstances shall amounts deposited in or credited to the Refunding Fund be deemed to be available for said purposes. The obligation of the City under this Section 10 to pay compensation already earned by the Escrow Bank and to pay costs and expenses already incurred shall survive termination of this Agreement and shall survive the resignation or removal of the Escrow Bank. Section 11. Liabilities and Obligations of Escrow Bank. The Escrow Bank shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Agreement unless the City shall have deposited sufficient funds therefor with the Escrow Bank. The Escrow Bank may rely and shall be fully protected in acting upon the written instructions of the City or its agents relating to any matter or action as Escrow Bank under this Agreement. The City covenants to indemnify, defend and hold harmless the Escrow Bank and its officers, employees, directors, and agents, against any loss, liability or expense, including legal fees (including the fees of outside counsel and internal attorneys), incurred in connection with the performance of any of the duties of Escrow Bank hereunder, except the Escrow Bank shall not be indemnified against any loss, liability or expense resulting from its negligence or willful misconduct. The indemnity provided in this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Escrow Bank. The Escrow Bank shall have such duties as are expressly set forth herein and no implied duties shall be read into this Agreement against the Escrow Bank. The Escrow Bank shall not be liable for any act or omission of the City under this Agreement or the Indenture. The Escrow Bank shall not be liable for the accuracy of any calculations provided as to the sufficiency of moneys or the Federal Securities deposited with it to pay the principal, interest or premiums, if any, on the Prior Bonds. The Escrow Bank shall incur no liability for losses arising from any investment or other disposition made pursuant to and in accordance with this Agreement. Any bank, federal savings association or trust company into which the Escrow Bank may be merged or with which it may be consolidated shall become the Escrow Bank without any action of the City. The Escrow Bank shall have no liability or obligation to the holders of the Prior Bonds or the Refunding Bonds with respect to the payment of debt service by the City or with respect to the observance or performance by the City of the other conditions, covenants and terms contained in the Indenture, or with respect to the investment of any moneys in any fund or account established, held or maintained by the City pursuant to the Indenture. 4 The Escrow Bank may conclusively rely, as to the trust of the statements and correctness of the opinions expressed therein, on any certificate or opinion furnished to it in accordance with this Agreement or the Indenture. The Escrow Bank may consult with counsel, whose opinion shall be full and complete authorization and protection to the Escrow Bank if it acts in accordance with such opinion. The Escrow Bank shall not be liable for any error of judgment made in good faith by an authorized officer. Nothing herein should be interpreted to require the Escrow Bank to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or the exercise of any of its rights hereunder, unless it believes that repayment of such funds or adequate indemnity against such risk or liability is assured. The Escrow Bank shall provide the City with seven days' notice prior to making any advance of its own funds hereunder, and, if the City does not provide moneys in the amount needed, the Escrow Bank shall be entitled to interest on the amounts advanced at a rate equal to the then 3-month certificates of deposit rate (by reference to the Wall Street Journal); provided that no such prior notice shall need to be given and such interest on amounts advanced shall accrue from the date of any such advance following the occurrence of a default by the City hereunder. Any corporation succeeding to all or substantially all of the corporate trust business of the Escrow Bank shall be the successor of the Escrow Bank hereunder, without the execution or filing of any paper or any further act on the part of the any of the parties hereto. Section 12. Resignation of Escrow Bank. The Escrow Bank may at any time resign by giving written notice to the City, which notice shall indicate the date on which the resignation is to be effective (the "resigna~on date"). The City shall promptly appoint a successor Escrow Bank by the resignation date. Resignation of the Escrow Bank will be effective upon acceptance of appointment by a successor Escrow Bank. If the City does not appoint a successor Escrow Bank by the resignation date, the Escrow Bank may, at the expense of the City, petition any court of competent jurisdiction for the appointment of a successor Escrow Bank, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Bank. Section 13. Amendment. This Agreement may be amended or modified by the parties hereto, but only if there shall have been filed with the City and the Escrow Bank (a) a written opinion of Bond Counsel stating that such amendment will not materially adversely affect the interests of the owners of the Prior Bonds, and that such amendment will not cause interest on the Prior Bonds or the 1998 Bonds to become includable in the gross income of the owners thereof for federal income tax purposes, and (b) a certification of an independent certified public accountant that the Federal Securities on deposit in the Refunding Fund together with interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 4 hereof. Section 14. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Escrow Bank in trust for the payment and discharge of the principal of, and the interest and any premium on, the Prior Bonds which remains unclaimed for two (2) years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Escrow Bank at such date, shall be repaid by the Escrow Bank to the City as its absolute property free from any trust, and the Escrow Bank shall thereupon be released and discharged with respect thereto and the owners of such Prior Bonds shall look only to the City for the payment of the principal of, and interest and any premium on, such Prior Bonds. Any right of any Prior Bondowner to look to the City for such payment shall survive only so long as required under applicable law. Section 15. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the City and the Escrow Bank have each caused this Agreement to be executed by their duly authorized officers all as of the date first above written. CITY OF TEMECULA, CALIFORNIA, for and on behalf of the COMMUNITY FACILITIES DISTRICT NO. 88-12 OF THE CITY OF TEMECULA (YNEZ CORRIDOR) By Finance Director U.S. BANK TRUST NATIONAL ASSOCIATION, as Escrow Bank By Authorized Officer 20002.01:J3199 EXHIBIT A SCHEDULE OF ORIGINAL FEDERAL SECURITIES Type of Security Principal Amount Maturity Date Price A-1 EXHIBIT B SCHEDULE OF PAYMENTS OF PRIOR BONDS Payment Called Redemption Date Interest Principal Premium March 1, 1998 September 1, 1998 March 1, 1999 September 1, 1999 March 1, 2000 September 1, 2000 Total B-1 Quint & Thimrmg t. LP 05/04/98 PROPOSED FORM OF OPINION OF BOND COUNSEL June_~,1998 City Council City of Temecula, California 43200 Business Park Drive Temecula, California 92589-9033 OPINION: $ Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A Members of the City Council: We have acted as bond counsel in connection with the issuance by the City of Temecula, California (the "City") of its $ Community Facilities District No. 88-12 of the City of Temecula (Ynez Corridor) Special Tax Refunding Bonds, 1998 Series A (the "Bonds"), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq., of the California Government Code) (the "Act"), a Fiscal Agent Agreement, dated as of May 1, 1998 (the "Fiscal Agent Agreement"), by and between the City on behalf of the City of Temecula Community Community Facilities District No. 88-12 (Ynez Corridor) and U.S. Bank Trust National Association, as fiscal agent, and Resolution No. 98- , adopted by the City Council of the City on May 12, 1998 (the "Resolution"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation, with the power to adopt the Resolution, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein and issue the Bonds. 2. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a valid and binding obligation of the City enforceable upon the City. 20002.01:J3201 City of Temecula, California June , 1998 Page 2 3. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement for the security of the Bonds. 4. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement. 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Bonds and the enforceability of the Bonds, the Resolution and the Fiscal Agent Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, SECOND AMENDMENT TO AGREEMENT BETWEEN CITY OF TEMECULA AND BRUCE W. HULL AND ASSOCIATES FOR APPRAISAL RELATED TO CFD 88-12 (YNEZ CORRIDOR) 1997 SERIES BONDS THIS SECOND AMENDMENT is made and entered into as of May 12, 1998 by and between the City of Temecula, a municipal corporation ("City") and Bruce W. Hull & Associates ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. This Amendment is made with respect to the following facts and purposes: A. On September 23, 1997 the City and Consultant entered into that certain agreement entitled "City of Temecula Agreement for Consultant Services" ("Agreement") in the amount of $25,000. B. On January 13, 1998 the City and Consultant agreed to Amendment No. 1 which increased the amount of the contract by $4,000. C. The parties now desire to amend the Agreement as set forth in this Amendment by $3,625. 2. Paragraph 3 of the Agreement is hereby amended to read as follows: "CLIENT agrees to pay APPRAISER, as fee for this report Thirty-two Thousand, Six Hundred and Twenty-Five Dollars ($32,625); with the full balance due upon delivery of the completed report .... " The increase in this amendment is a result of completing additional tasks of additional appraisals due to recent land sales activity and increased land values. 3. Except for the changes specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. R: INORTONLIAGREMNTSIBWtfULL2.AMD I IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA BY: ATTEST: Ron Roberts, Mayor Susan W. Jones, CMC,Acting City Clerk Approved As to Form: Peter M. Thorson, City Attorney BRUCE W. HULL & ASSOCIATES BY: NAME: TITLE: R: INORTONL I,4 GREMNTSIBR UCEHUL. AMD 2 ITEM 18 APPROVAL CITY ATTORNEY DIRECTOR OF FINANCE CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council Susan W. Jones ~' Acting City Clerk/Dir~!ctor of Support Services May 12, 1998 Change of City Council Meeting Schedule for the Month of June 1998 RECOMMENDATION: Direct staff to take the appropriate steps to notice change of regularly scheduled meeting of June 9, 1998 to June 16, 1998. BACKGROUND: At the request of Mayor Roberts, the matter of the Council meeting schedule during the month of June has been reviewed. It is staff's recommendation that the regular meeting of June 9, 1998 be changed to the following Tuesday, June 16, 1998. This would accommodate those Councilmembers and members of Staff who are going to Nakayama, Japan on a Sister City trip. swj R:\agenda.rpt\june.scd I ITEM 19 ORAL PRESENTATION