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040996 CC Agenda
In compliance with the Americans with Disabilities Act, if you need special assistance to parrjcipate 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 COMMUNITY RECREATION CENTER 30875 RANCHO VISTA ROAD APRIL 9, 1996 - 7:00 PM 5:30 PM: CloSed Session of the:City c6unCij%T~ul~::~deV~ioPmentAg~n~:pursuentto Government Code Sections: 1. §54956.8, CONFERENCE WITH REAL PROPERTY NEGOTIATOR, real property located at 28535 Pujol Street (APN 922-054-004) end 28545 Pujol Street {APN 922-054-005), Temecula. The negotiating parties are: Temecule Redevelopmerit Agency and Elizabeth Otto. Under negotiation will be the price and terms of payment for the real property. 2. Conference with Legal Counsel concerning existing litigation pursuant to Government Code Section 54956.9(a}. The title of the litigation is: Strachota Insurance Company v. City of Temecula. at. el, 3. The Council will consider the appointment/employment of a person for the position of City Attomey pursuant to Government Code Section 54957. 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. CALL TO ORDER: invocation: Flag Sql,Vte: ROLL CALL: Mayor Karel Lindemans presiding Pastor Jeremy Swizek, World Harvest Outreach Councilmember Birdsall Birdsall, Ford, Roberts, Stone, Lindemans Next in Order: Ordinance: No. 96-08 Resolution: No. 96-45 Approval of Minutes RECOMMENDATION: 2.1 Approve the minutes of March 26, 1996. Resolution ADDrOVing List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 96- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 Citv Treasurer's ReDort RECOMMENDATION: 4.1 Receive and file the City Treasurer's Report as of February 29, 1996. Release of Bonds for Margarita Road Widening ImDrovements (Located on Margarita Road between Rancho California Road and La Serena Way) RECOMMENDATION: 5.1 Authorize release of the Faithful Performance and Labor and Material Bonds posted in accordance with the Agreement between the City and the Margarita Village Retirement Community, Inc., for the widening of Margarita Road between Rancho California Road and La Serena Way; 5.2 Direct the City Clerk to so notify the Contractor and Surety. 6 Solicitation of Construction Bids and ADDrOval of Plans and SDecifications for the FY95-96 Concrete ReDairs {Project No. PW96-06) RECOMMENDATION: 6.1 Approve the construction Plans and Specifications and authorize the Department of Public Works to solicit construction bids for Project No. PW96-06, FY95-96 Concrete Repairs. 7 Award a Contract to Remove and Replace A.C. on Winchester Road. Public Works Maintenance - Project No. PW95-96-21 RECOMMENDATION: 7.1 Award a contract to Nelson Paving and Sealing (NPG, Corp.), to remove and replace A.C. for east and west bound traffic on Winchester Road between bridge deck and Enterprise Circle South. 8 9 10 Contract Change Order No. 2 for Citvwide A.C. Street Repair. Project No. PW95-20 RECOMMENDATION: 8.1 Approve Contract Change Order No. 2 for Citywide A.C. Street Repair, Project No. PW95-20, for additional A.C. overlays in the amount of $/1,193.50. Destruction of Records Request RECOMMENDATION: 9.1 Approve scheduled destruction of certain records as provided under the City of Temecula approved Records Retention Policy. SupPort of SB 1590 RECOMMENDATION: 10.1 Adopt a resolution entitled: RESOLUTION NO. 96- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, SUPPORTING INTRODUCTION AND ADOPTION OF A VALIDATING ACT IN RESPONSE TO SANTA CLARA COUNTY LOCAL TRANSPORTATION AUTHORITY VS. GUARDINO SECOND READING OF ORDINANCES 11 Second Reading of Ordinance No. 96-06 RECOMMENDATION: 11.1 Adopt an ordinance entitled: ORDINANCE NO. 96-06 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96-0019, ZONING AMENDMENT, AMENDING THE TEXT WITHIN SPECIFIC PLAN NO. 199 TO DELETE THE RETIREMENT ORIENTED HOUSING RESTRICTION, AMEND DEVELOPMENT STANDARDS FOR PLANNING AREAS NO. 38 AND 40 AND DELETE REFERENCES TO THE COUNTY OF RIVERSIDE ON PROPERTY GENERALLY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MARGARITA ROAD, SOUTH OF LA SERENA WAY AND WEST OF MEADOWS PARKWAY 12 Second Reading of Ordinance No. 96-07 RECOMMENDATION: 12.1 Adopt an ordinance entitled: ORDINANCE N0.96-07 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SECTION 10.24.080 OF THE TEMECULA MUNICIPAL CODE PERTAINING TO EXCESSIVE ACCELERATION RECESS CITY COUNCIL MEETING FOR TEMECULA COMMUNITY SERVICES DISTRICT MEETING. TEMECULA REDEVELOPMENT MEETING. OLD TOWNRVESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY MEETING OLD TOWNRVESTSIDE IMPROVEMENT AUTHORITY 3 Acceptance of Grant Deed for City Park Site - KemDer Real Estate Development Corporation (La Serena Wav) RECOMMENDATION: 3.1 Accept the Grant Deed from Kemper Real Estate Development Corporation (KRDC, Inc.) to the City of Temecula for the donation of a 2.8 acre park site adjacent to Rancho Elementary School on La Serena Way. 3.2 Authorize the City Clerk to record the Grant Deed. PUBLIC HEARINGS Any person may submit written comments to the Board of Directors 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. 4 Temecula Duck Pond Master Plan RECOMMENDATION: 4.1 Adopt the Negative Declaration prepared for the Temecula Duck Pond Master Plan. 4.2 Approve the Master Plan for the Temecula Duck Pond. 4.3 Authorize the preparation of construction documents and release a formal public bid for the Temecula Duck Pond. GENERAL MANAGERS REPORT - Bradley DIRECTOR OF COMMUNITY SERVICES REPORT - Nelson BOARD OF DIRECTORS REPORTS ADJOURNMENT: Next meeting: April 23, 1996, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. TEMECULA COMMUNITY SERVICES DISTRICT MEETING ' :' · .' '. · Next in Order: Ordinance: No. CSD 96-01 Resolution: No. CSD 96-02 CALL TO ORDER: President Ron Roberts ROLL CALL: DIRECTORS: Birdsall, Ford, Lindemans, Stone, Roberrs PUBLIC COMMENT: A total of 15 minutes is provided so members of the public can address the Board of Directors on items that are not listed on the Agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Board of Directors on an item not listed on the Agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the City Clerk before the Board of Directors gets to that item. There is a five (5) minute time limit for individual speakers. Anyone wishing to address the Board of Directors, should present a completed pink "Request to Speak" to the City Clerk. When you are called to speak, please come forward and state your name and address for the record. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of March 26, 1996. 2 Agreement for July 4th Fireworks Show RECOMMENDATION: 2.1 Approve agreement with Robert Caran Productions to produce the City of Temecula's July 4th Fireworks Show. 2.2 Authorize the expenditures of up to 9196,840 from RDA Housing set-aside funds for acquisition, relocation, and closing costs. 3 4 2.3 Authorize the transfer of 9150,000 from account 165-199-999-5449 to 165-199- 812-5804. Relocation Assistance Services RECOMMENDATION: 3.1 Authorize the execution of a contract with Pacific Relocation Consultants in a form acceptable to the City Attorney and Executive Director for the provision of relocation assistance services. Rancho West Apartments Project RECOMMENDATION: 4.1 Adopt a resolution entitled: RESOLUTION NO. RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING A REGULATORY AGREEMENT WITH COACHELLA VALLEY HOUSING COALITIONS AND A SUBORDINATION AGREEMENT WITH BANK OF AMERICA AND MAKING FINDINGS IN CONNECTION THEREWITH PURSUANT TO HEALTH AND SAFETY CODE §33334.14 4.2 Adopt a resolution entitled: RESOLUTION NO. RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DESIGNATING THE SUM OF $150,000 FROM THE AGENCIES LOW AND MODERATE INCOME HOUSING FUND AS THE MATCHING FUNDS FOR THE HOME PROGRAM GRANT FOR THE RANCHO WEST APARTMENTS PROJECT 4.3 Adopt a resolution entitled: RESOLUTION NO. RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTI-FAMILY HOUSING REVENUE BONDS AND THE LOAN OF THE PROCEEDS THEREOF TO COACHELLA VALLEY HOUSING COALITION, AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND APPROVING OTHER RELATED DOCUMENTS IN CONNECTION THEREWITH TEMECULA' REDEVELOPMENT AGENCY MEETING..:.. : ..... . · Next in Order: Ordinance: No. RDA 96-01 Resolution: No. RDA 96-07 CALL TO ORDER: Acting Chairperson Karel F. Lindemans presiding ROLL CALL: AGENCY MEMBERS: Ford, Lindemans, Roberts, Stone, Birdsall PUBLIC COMMENT: A total of 15 minutes is provided so members of the public can address the Redevelopment Agency on items that are not listed on the Agenda or on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Agency on an item not listed on the Agenda or on the Consent Calendar, a pink "Request to Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name for the record. For all other agenda items a "Request to Speak" form must be filed with the City Clerk before the Agency gets to that item. There is a five (5) minute time limit for individual speakers. CONSENT CALENDAR 1 Minutes RECOMMENDATION: 1.1 Approve the minutes of March 26, 1996. AGENCY BUSINESS 2 Purchase Agreement for 28535 and 28545 Pujol Street RECOMMENDATION: 2.1 Adopt a resolution entitled: RESOLUTION NO. RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED 'AGREEMENT FOR ACQUISITION OF CERTAIN REAL PROPERTIES LOCATED AT 28535 AND 28545 PUJOL STREET IN THE CITY OF TEMECULA EXECUTIVE DIRECTOR'S REPORT AGENCY MEMBER'S REPORTS ADJOURNMENT Next regular meeting: March 23, 1196, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. .OLD TOWN WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY Next in Order: Reso]ution No.: No. FA 96-02 CALL TO ORDER: Vice President Karel F. Lindemans ROLL CALL: Ford, Lindemans, Roberts, Stone, Birdsall PUBLIC COMMENTS A total of 15 minutes is provided so members of the public can address the Council on items that are not listed on the Agenda. Speakers are limited to two (2) minutes each. If you desire to speak to the Council about an item not listed on the Agenda a pink "Request To Speak" form should be filled out and filed with the City Clerk. When you are called to speak, please come forward and state your name and address. Minutes RECOMMENDATION: 1.1 Approve the minutes of March 26, 1996. ADJOURNMENT Next meeting: April 23, 1996, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. RECONVENE TEMECULA CITY COUNCIL PUBLIC HEARINGS Any person may submit written comments to the City Council before a public hearing or may appear and be heard in support of or in opposition to the approval of the project(s) at the time of hearing. If you challenge any of the projects in court, you may be limited to raising only those issues you or someone else raised at the public hearing or in written correspondences delivered to the City Clerk at, or prior to, the public hearing. 13 Planning AOolication No. PA96-0027 (Soecific Plan No. 199 -Zoning Amendment) - Chardonnav Hills RECOMMENDATION: 13.1 Adopt a resolution entitled: RESOLUTION NO. 96- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96-0027 (SPECIFIC PLAN NO. 199 - ZONING AMENDMENT) INCREASING THE RANGE OF HOUSING SIZES TO 3200 SQUARE FEET ON PROPERTY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MEADOWS PARKWAY, SOUTH OF LA SERENA WAY, WEST OF BUTTERFIELD STAGE ROAD AND KNOWN AS PLANNING AREAS 6, 10 11, AND 12 OF SPECIFIC PLAN NO. 199 (MARGARITA VILLAGE) 13.2 Read by title only and introduce an ordinance entitled: ORDINANCE N0.96- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96-0027, AMENDING THE TEXT WITHIN SPECIFIC PLAN NO. 199 TO ALLOW HOUSING SIZES TO A MAXIMUM OF 3,200 SQUARE FEET ON PROPERTY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MEADOWS PARKWAY, SOUTH OF LA SERENA WAY, WEST OF BUTTERFIELD STAGE ROAD AND KNOWN AS PLANNING AREAS 6, 10, 11 AND 12 OF SPECIFIC PLAN NO. 199 (MARGARITA VILLAGE) 14 Annexation Guidelines for the Citv of Temecula RECOMMENDATION: 14.1 Continue the public hearing to the meeting of May 14, 1996. CITY MANAGER'S REPORT CITY ATTORNEY'S REPORT ADJOURNMENT Next regular meeting: April 23, 1996, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. PROCLAMATIONS/ PRESENTATIONS City of Temecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Ryan Loucks and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 ~SUeS. G~k~ ~erk City of Ternecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Kyle Odell and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 ~S. Greek, CMC, City Clerk City of Temecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Jesse Minor and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 an8, Mayor .Greek'~,' ~ CMC, crty Clerk City of Temecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Trevor Moran and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 City of Temecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Edward Benson and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 ,.te~. L~ndemans, Mayor ~S. Greek, CMC, City Clerk City of Temecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Ryan Hall and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 demans Mayor ~eS. Greek, CMC, City Clerk City of Temecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Joshua Smith and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 · indemans, Mayor ~S.~ ~erk City of Temecula Special Achievement Award The City Council of the City of Temecula, commends the outstanding achievement of Doug Bennett and joins with Cub Scout Pack 302 in congratulating him for attaining Cub Scouting's highest award, the Arrow of Light. IN WITNESS WHEREOF, I have hereunto affixed my hand and official seal this 9th day of April, 1996 ~S. Greek'~,'f~3'''~D CMC, City Clerk The City of Temecula PROCLAMATION WltERF_AS, Inland Valley Regional Medical Center is hosting Health Fair Expo '96 for the purpose of supporting personal responsibility to maintain a healthy livestyle; and WHEREAS, Health Fair Expo is taking a progressive stand toward promoting preventive health care and early detection; and WHEREAS, this gives each individual and family throughout southwest Riverside County the opportunity to receive optimal health screenings and education; and WHEREAS, the American Red Cross, KNBC-TV; Chevron U.S.A. Products Company, the Healthcare Association of Southern California, Sav-on Drugs, Inland Valley Regional Medical Center Auxiliary, Rotary Club of Temecula and Target are sponsoring this year's event; NOW, THEIIEFORE, I, Karel F. Lindemans, on behalf of the City Council of the City of Temecula, hereby proclaim Saturday, April 20, 1996 to be IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Temecula to be affixed this 9th day of April, 1996. Karel F. Lindemans, Mayor June S. Greek, CMC City Clerk ITEM 1 ITEM 2 MINUTES OF A REGULAR MEETING OF THE TEMECULA CITY COUNCIL HELD MARCH 26, 1996 A regular meeting of the Temecula City Council was called to order at 7:02 PM at the Community Recreation Center, 30875 Rancho Vista Street, Temecula, California. Mayor Karel F. Lindemans presiding. PRESENT 4 COUNCILMEMBERS: Birdsall, Ford, Stone, Lindemans ABSENT: I COUNCILMEMBERS: Roberts Also present were City Manager Ronald Bradley, City Attorney Peter M. Thorson, and City Clerk June S. Greek. INVOCATION The invocation was given by President Robert Ford of the Church of Jesus Christ of Latter Day Saints. PLEDGE OF ALLEGIANCE The audience was led in the flag salute by Councilmember Stone. PRESENTATIONS/ PROCLAMATIONS Mayor Lindemans proclaimed the week of April 8-12, 1996 to be "Building Safety Week," Chief Building Official Tony Elmo thanked Mayor Lindemans for the proclamation and explained Building and Safety Week provides education to the public regarding the functions of the Building and Safety Department. Malinda Smith, representing the Southwest County Child Care Council, presented the City of Temecula with an award in recognition of the City's $5,000 donation to the organization. She thanked the City Council for their support and reported that several families in the area were assisted with child care needs. PUBLIC COMMENTS Sam Pratt, 40470 Brixton Cove, presented the City Clerk with a letter addressed to the Council and asked that the Council serve the needs of all citizens instead of acting to benefit one person, Minutes%3\26%96 -1 - 04/O3/96 Citv Council Minutes March 26. 1996 Joan F. Sparkman, 30554 San Pasqual, representing the Temecula Valley Chamber of Commerce, addressed the City Council regarding the proposed "no-growth" initiative. She expressed concern on how this initiative would affect non-profit agencies. She requested the Council provide answers regarding this concern so that the public can be informed. Kris Starman, 1390 ~ Ridge Way, Pasadena, representing Cal Poly Pomona Graduate Program in Landscape Architecture, stated a proposal has been submitted for design of Murrieta Creek. She announced a Community Workshop will be held on April 6th at the Murrieta High School from 9:00 AM to 12:00 PM, and invited the Council to attend. Mayor Undemans stated he has been invited to attend a preview meeting with URGE and the Murrieta Conservation District regarding the Integrated Management Plan for Murrieta Creek to be held with the Student Team from Cal Poly, Pomona on Thursday, the 28th and requested that staff be available to attend. Melody Brunsting, 27540 Ynez Road, J-9, representing the CRC Building Foundation, expressed concerns about the TOTAL Initiative and asked what kind of effect this initiative would have on the Foundation's ability to provide recreation opportunities for the citizens of Temecula. CITY COUNCIL REPORTS Mayor Lindemans removed Item 20 from the agenda and asked Public Works Director Joe Kicak to give a brief report. Mr. Kicak reported that staff met with residents in the Starlight Ridge last Thursday night, and discussed some of the studies being conducted in the area. He stated that in an effort to look at the whole area and provide a comprehensive report, more time is needed and it should be back on the agenda the second meeting in April. CONSENT CALENDAR Councilmember Ford requested the removal of Items 12 and 13 from the Consent Calendar. It was moved by Councilmember Stone, seconded by Councilmember Ford to approve Consent Calendar Items 1-11 and 14-16. The motion carried as follows: AYES: 4 COUNCILMEMBERS: Birdsall, Ford, Stone, Lindemans NOES: 0 COUNCILMEMBERS: None ABSENT: I COUNCILMEMBERS: Roberts Minutes\3\26~96 -2- 04/02/96 City Council Minutes March 26. 1996 2 3 4 Standard Ordinance AdoOtion Procedure 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. ADDroyal of Minutes 2.1 Approve the minutes of March 12, 1996. Resolution A3;~Droving List of Demands 3.1 Adopt a resolution entitled: RESOLUTION NO. 96-33 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A Cable Television Franchise Transfer Approve the Settlement Agreement between the City of Temecula and The Chronicle Publishing Company, Regarding Cable Television Rates and Charges. Adopt a resolution entitled: RESOLUTION NO. 96-34 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE TRANSFER OF A CABLE TELEVISION FRANCHISE FORM THE CHRONICLE PUBLISHING COMPANY TO TCI CABLEVISION OF CALIFORNIA, INC. Adopt a resolution entitled: RESOLUTION NO. 96-35 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ADOPTING CABLE TELEVISION CUSTOMER SERVICE STANDARDS 4.1 4.2 4.3 5 Review of City's Management Information Systems (MIS) 5.1 Approve a contract to hire Robert J. Metzger, through PMW Associates, to conduct a comprehensive review of the City's Management Information Systems for an amount not to exceed $17,000. Minutes\3%26\96 -3- 04/02/96 Ciw Council Minutes March 26.1996 11 California Office of Emergency Services Hazard Mitigation Grant Program for the 1995 Winter Storms 11.1 Adopt a resolution entitled: RESOLUTION NO. 96-37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA TO AUTHORIZE THE CITY MANAGER TO SIGN, ON BEHALF OF THE CITY, THE HAZARD MITIGATION GRANT PROGRAM APPLICATION AND ANY ANCILLARY APPLICATION DOCUMENTS 14 15 16 Reduce Faithful Performance Bond Amounts in Tract No. 24132-F 14.1 Authorize a fifty percent reduction in Faithful Performance Street, Drainage, Water and Sewer Improvements bond amounts in Tract No. 24132-F; 14.2 Direct the City Clerk to so advise the Developer and Sureties. Acceotance of Public Streets into the City-Maintained Street System (Within Tracts No. 13060-3 and 13060-8 15.1 Adopt a resolution entitled: RESOLUTION NO. 96-39 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, CALIFORNIA ACCEPTING CERTAIN PUBLIC STREETS INTO THE CITY- MAINTAINED STREET SYSTEM (WITHIN TRACTS NO. 13060-3 AND 13060-8) Sister City Committee Funding Re(;luest 16.1 Receive and file informational report regarding disbursement of student exchange funds. Minutes~3\26~96 -5- 04/02/96 Citv Council Minutes March 26. 1996 12 13 "No Parking" Zones on Bedford Court It was moved by Councilmember Ford, seconded by Councilmember Birdsall to approve staff recommendation with further direction to staff to look into the feasibility of a "Park and Ride" facility in this general location. 12.1 Adopt a resolution entitled: RESOLUTION NO. 96-38 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ESTABLISHING A "NO PARKING" ZONE ON BEDFORD COURT SOUTH OF STATE ROUTE 79(S| The motion was unanimously carried with Councilmember Robarts absent. Release Grading Bond for Tracts No. 23125-1.2.3. and F It was moved by Councilmember Ford, seconded by Councilmember Stone to approve staff recommendation with further direction to staff to investigate any possible drainage problems that may occur in the open space area adjacent to the Park Site. 13.1 Authorize release of the Grading Bond for Tracts No. 23125-1, 2, 3, and F; 13.2 Direct the City Clerk to so advise the Developer and Surety. The motion was unanimously carried with Councilmember Robarts absent. Mayor Lindemans called a recess at 7:30 PM. The meeting was reconvened at 7:40 PM following the previously scheduled Community Services District, Redevelopment Agency, Old Town/Westside Community Facilities District Financing Authority and Old Town/Westside Improvement Authority Meetings. Minutes\3%26~96 -6- 04/02/96 Citv Council Minutes March 26. 1996 JOINT CITY COUNCIL/TEMECULA REDEVELOPMENT AGENCY MEETING PUBLIC HEARINGS 2 Amendment to Owner ParticiOation Agreement bv and Between the RedeveloOment Agencv of the Citv of Temecula and Temecula Entertainment Valley. Inc. (Formerly T.Z.B.G.. Inc.) Councilmember Stone announced a conflict of interest due to property ownership in Old Town and stepped down from the dias. City Manager Ronald Bradley presented the staff report. Councilmember Ford asked if there is a mechanism for monitoring the services provided. City Manager Bradley answered that a cost accounting system will be set in place. Councilmember Ford asked if, on page three of the Amendment to the OPA (Amendment of Section 2.4(a), 7th line), the City Attorney concurs regarding the insertion of "or after" termination of the agreement. City Attorney Thorson stated this will be inserted in the document. Mayor Lindemans opened the public hearing at 7:45 PM. Sam Pratt, 40470 Brixton Cove, spoke in opposition to the Amendment to the Owner Participation Agreement, and distributed a letter on behalf of TOTAL. He referred to the Community Redevelopment Law Section of the Health and Safety Code, Chapter 6, and stated the Entertainment Center Project does not comply. Mayor Lindemans closed the public hearing at 7:50 PM. City Attorney Thorson responded to the comments regarding the Community Development Act and the inability of private parties to correct blight. He said a finding was made at the time the Redevelopment Plan was adopted, before the city's incorporation. He explained this action was challenged in the court and validated by the court's judgement that this plan is legal. City Attorney Thorson also explained the Environmental Impact Report is a very comprehensive document and changes to the Owner Participation Agreement are very minor and do not necessitate a supplemental EIR, since everything was considered in the original report. Minutes\3\26\96 -7- 04/02/96 Ciw Council Minutes March 26. 1996 It was moved by Councilmember Birdsall, seconded by Councilmember Ford to approve staff recommendation as follows: 2.1 Adopt a resolution entitled: RESOLUTION NO. 9640 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED 'AMENDMENT TO THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA ENTERTAINMENT VALLEY, INC., A CALIFORNIA CORPORATION (FORMERLY KNOWN AS T.Z.B.G., INC.) AS OF MARCH 26, 1996. The motion carried as follows: AYES: COUNCILMEMBERS: 3 Birdsall, Ford, Lindemans NOES: COUNCILMEMBERS: 0 None ABSENT: COUNCILMEMBERS: I Roberrs ABSTAIN: COUNCILMEMBERS: 1 Stone It was moved by Agency Member Lindemans, seconded by Agency Member Ford to approve staff recommendation as follows: 2.1 Adopt a resolution entitled: RESOLUTION NO. RDA 96-06 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED AMENDMENT TO THE OWNER PARTICIPATION AGREEMENT BY AND BET~NEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA ENTERTAINMENT VALLEY, INC., A CALIFORNIA CORPORATION (FORMERLY KNOWN AS T.Z.B.G., INC.) AS OF MARCH 26, 1996 The motion carried as follows: AYES: AGENCY MEMBERS: 3 Birdsall, Ford, Lindemans NOES: AGENCY MEMBERS: 0 None ABSENT: ABSTAIN: AGENCY MEMBERS: 1 Roberts AGENCY MEMBERS: 1 Stone Minutes\3\26~96 -8- 04/02/96 City Council Minutes March 26. 1996 RECESS Mayor Lindemans recessed the City Council Meeting at 7:55 PM. The meeting was reconvened following the Old Town Westside Community Facilities District Financing Authority Meeting and the Old Town Westside Improvement Authority Meeting at 8:16 PM. JOINT CITY COUNCIL/ROA PUBLIC HEARING 17 Rancho West Aoartments Finance Director Genie Robarts introduced Bond Counsel Paul Thimmig who presented the staff report. Paul Thimmig requested that action on Recommendation No. 17.3 be delayed to a date to be determined. Council consensus was obtained. Mayor Lindemans opened the public hearing at 8:20 PM. Sam Pratt, 40470 Brixton Cove, spoke in opposition to the staff recommendation, stating this action would acquire existing housing, not provide additional housing. City Attorney Thorson reported that under the California Redevelopment Act, low to moderate income housing is a priority and this project would require that designated units remain affordable to low-income residents for 30 years. Councilmember Birdsall stated presently Rancho West is not low cost housing. Mayor Lindemans closed the public hearing at 8:28 PM. It was moved by Councilmember Birdsall, seconded by Councilmember Ford to approve staff recommendation 17.1 and 17.2 as follows: 17.1 Hold a public hearing on the proposed issuance of tax-exempt bonds by the Redevelopment Agency of the City of Temecula to finance the purchase and rehabilitation of Rancho West Apartments. 17.2 Adopt a resolution entitled: RESOLUTION NO. 96-32 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE OF REVENUE BONDS BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA FOR THE PURPOSE OF PROVIDING FINANCING FOR A MULTIFAMILY RENTAL HOUSING DEVELOPMENT TO BE OWNED BY THE COACHELLA VALLEY HOUSING COALITION Minutes\3%26\96 -9- 04/02/96 City Council Minutes March 26, 1996 The motion carried as follows: AYES: 3 COUNCILMEMBERS: Birdsall, Ford, Lindemans NOES: 0 COUNCILMEMBERS: None ABSENT: I COUNCILMEMBERS: Roberts ABSTAIN: I COUNCILMEMBERS: Stone Chairperson Birdsall declared the Redevelopment Agency Meeting adjourned at 8:30 PM. 18. Planning Application No. PA96-0019 (Specific Plan No. 199 - Zoning Amendment) and Planning Application No. PA96-0020 (General Plan Amendment) - "Temeku" Community Development Director Gary Thornhill presented the staff report. Mayor Lindemans opened the public hearing at 8:30 PM. Batty Burnell, T & B Planning, 3242 Halladay Street, Ste 100, Santa Ana, representing the application, stated he is in support of staff's recommendation and is present to answer any questions the Council may have. Mayor Lindemans closed the public hearing at 8:31 PM. It was moved by Councilmember Birdsall, seconded by Councilmember Stone to approve staff recommendation 18.1 and 18.2 as follows: 18.1 Adopt a resolution entitled: RESOLUTION NO. 96-41 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96-0020, CHANGING THE GENERAL PLAN LAND USE DESIGNATION FROM HIGH DENSITY RESIDENTIAL TO MEDIUM DENSITY RESIDENTIAL ON PROPERTY GENERALLY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MARGARITA ROAD, SOUTH OF LA SERENA WAY AND WEST OF MEADOWS PARKWAY Minutes\3\26\96 -1 O- 04/02/96 City Council Minutes March 26.1996 19. 18.2 Adopt a resolution entitled: RESOLUTION NO. 9642 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96-0019, CHANGING THE SPECIFIC PLAN LAND USE DESIGNATION FROM VERY HIGH DENSITY RESIDENTIAL TO MEDIUM HIGH DENSITY RESIDENTIAL ON PROPERTY GENERALLY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MARGARITA ROAD, SOUTH OF LA SERENA WAY AND WEST OF MEADOWS PARKWAY The motion was unanimously carried with Councilmember Roberrs absent. It was moved by Councilmember Stone, seconded by Councilmember Ford to read by title only and introduce an ordinance entitled: ORDINANCE NO. 96-06 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96-0019, ZONING AMENDMENT, AMENDING THE TEXT WITHIN SPECIFIC PLAN NO. 199 TO DELETE THE RETIREMENT ORIENTED HOUSING RESTRICTION, AMEND DEVELOPMENT STANDARDS FOR PLANNING AREAS NO. 38 AND 40 AND DELETE REFERENCES TO THE COUNTY OF RIVERSIDE ON PROPERTY GENERALLY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MARGARITA ROAD, SOUTH OF LA SERENA WAY AND WEST OF MEADOWS PARKWAY The motion was unanimously carried with Councilmember Roberts absent. Planning Aoplication No. PA96-0024 (Revised Permit-Master Conditional Use Permit: PA94-0061 ), Planning Apolication No. PA96-0025 (Revised Permit-Westside Specific Ran: PA95-0003L PlanninQ Application No. PA96-0026 (Revised Permit-Tentative Tract Map No. 28011: PA95-0004) - Old Town Redevelooment Project Councilmember Stone declared a conflict of interest due to property ownership in Old Town, and stepped down from the dias. Community Development Director Gary Thornhill presented the staff report. Mayor Lindemans opened the public hearing at 8:40 PM. Sam Pratt, 40470 Brixton Cove, spoke in opposition to staff recommendations 19.1 and 19.2. Minutes~3\26~98 -11- 04/02/96 Council Minutes Maroh 26. 1996 Arthur P. Beese, 41778 Bargil Court, addressed the City Council with questions on how grading and specific work will be funded. He also objected to the "violence" contained in a couple of the proposed venues for the Entertainment Center and asked that the street "shoot-outs" and virtual reality theaters be removed. Mayor lindemans stated that the Council is restricted to discuss only those items on the agenda and the venues are not on the agenda tonight. He stated they will be brought forward at a later point. Karl Henning, 25404 Coraltree Court, Murrieta, stated he has property that abuts the Entertainment Center area and expressed concerns regarding grading and what might happen when it rains. Mayor Lindemans closed the public hearing at 8:50 PM. City Manager Bradley addressed the funding issue explaining that private projects will come from private funding and the Community Facilities District projects will be funded from that source. He confirmed that neither will be funded from City general funds. Councilmember Ford stated the conditions of approval regarding grading are very strict and he feels confident that surrounding properties will not be adversely effected. It was moved by Councilmember Birdsall, seconded by Councilmember Ford to approve staff recommendations 19.1 and 19.2 as follows: 19.1 Adopt a resolution entitled: RESOLUTION NO. 96-43 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATIONS N0. PA96-0024, PA96-0025, AND PA96-0026, MODIFYING A PORTION OF CONDITIONS OF APPROVAL NO. 44 OF PLANNING APPLICATION NO. PA94-0061 (MASTER CONDITIONAL USE PERMIT), A PORTION OF CONDITION OF APPROVAL NO. 38 OF PLANNING APPLICATION NO. PA95-0003 (WESTSIDE SPECIFIC PLAN); AND A PORTION OF CONDITION OF APPROVAL NO. 83 OF PLANNING APPLICATION NO. PA95- 0004 (TENTATIVE TRACT MAP NO. 280-11 ) PERTAINING TO IMPROVEMENTS TO THE INTERCHANGE AT RANCHO CALIFORNIA ROAD AND INTERSTATE 15 Minutes\3\26\96 -12- 04/02/96 City Council Minuros 19.2 Adopt a resolution entitled: Memh 26. 1996 RESOLUTION NO. 9644 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96-0026, MODIFYING CONDITION OF APPROVAL NO. 32 OF PLANNING APPLICATION NO. PA95-0003 (WESTSIDE SPECIFIC PLAN) PERTAINING TO TIMING FOR THE RECORDATION OF A FINAL SUBDIVISION MAP AND THE ISSUANCE OF A GRADING PERMIT The motion carried as follows: 3 COUNCILMEMBERS: 0 COUNCILMEMBERS: None I COUNCILMEMBERS: Roberts I COUNCILMEMBERS: Stone AYES: NOES: ABSENT: ABSTAIN: Birdsall, Ford, Lindemans COUNCIL BUSINESS 21 Community Services Commission Appointment It was moved by Councilmember Birdsall, seconded by Councilmember Stone to appoint Thomas Edwards and to direct the City Clerk to swear Mr. Edwards in on March 27, 1996 at City Hall. The motion was unanimously carried with Councilmember Roberts absent. Mr. Edwards thanked the City Council for their confidence and stated he is looking forward to serving the community. 22 Ordinance Amending Portions of Ordinance No. 91-16 and Chapter 10.24 of the Municioal Code Pertaining to Excessive Acceleration City Manager Bradley presented the staff report. Minutes\3\26\96 -13- 04/02/96 Citv Council Minutes March 26. 1996 It was moved by Councilmember Ford, seconded by Councilmember Birdsall to approve staff recommendation as follows: ORDINANCE NO. 96-07 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SECTION 10.24.080 OF THE TEMECULA MUNICIPAL CODE PERTAINING TO EXCESSIVE ACCELERATION The motion was unanimously carried with Councilmember Roberts absent. CITY MANAGER REPORTS None given. CITY ATTORNEY REPORTS None given. Councilmember Ford requested the matter of SB-300 Funding Mechanisms be placed on an agenda within the next 30 days. ADJOURNMENT it was moved by Councilmember Stone, seconded by Councilmember Birdsall to adjourn at 9:00 PM to a meeting on April 9, 1996, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. ATTEST: Karel F. Lindemans, Mayor June S. Greek, City Clerk Minutes%3~26\96 -14- 04/02/96 PRESENTATIONS/ PROCLAMATIONS Arrow of Light Awards - Cub Scout Pack 302 Awards to Sister City Exchange Students Health Fair Expo '96 Proclamation Presentation by Alicia Ramirez of the Center for Employment Training - Federally Funded Job Training PUBLIC COMMENTS A total of 30 minutes is provided so members of the public can address the Council on items that are not listed on the Agenda or are listed on the Consent Calendar. Speakers are limited to two (2) minutes each. If you desire to speak to the Council 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 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. Standard Ordinance Adontion Procedure RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. ITEM 7 ITEM 3 RESOLUTION NO. 9~- A RESOLUTION OF THE CrrY COUNCIL OF ~ CITY OF TEMECULA AtJDWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN ~IT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Seaion 1. That the following e-hireS 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 $1,282.707.11. Section 2. The City Clerk shnll certify the adoption of this resolution. APPROVED AND ADOFrED, this 9th day of April, 1996. ATTEST: Karel F. IAndemans, Mayor June S. Greek, CMC City Clerk [SEAL] STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEMECULA) I, lune S. Greek, City Clerk of tl~ City of Temecula, hereby do certify that the foregoing Resolution No. 96- was duly adopted at a regular meetin~ of the City Council of the City of Temecula on the 9th day of April, 1996 by the following roll ~ vote: COUNCILMEMBERS: NOES: C OUNCILMEMBERS: CO~C]LMKMB~: June S. Greek, CMC City Clerk P,~so~\99 2 CITY OF TEMECULA LIST OF DEMANDS 03/21/96 TOTAL CHECK RUN: 03/28/96 TOTAL CHECK RUN: 04/09t96 TOTAL CHECK RUN: 03/21/96 TOTAL PAYROLL RUN: TOTAL LIST OF DEMANDS FOR 04/09/96 COUNCIL MEETING: DISBURSEMENTS BY FUND: CHECKS: 0ol GENERAL 10o GAS TAX 165 RDA-LOW/MOD 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 195 TCSD SERVICE LEVEL R 210 CAPITAL IMPROVEMENT PROJ (CIP) 280 RDA-CIP 300 INSURANCE 320 INFORMATIONS SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES 390 TCSD DEBT SERVICE 570,063.17 211,968.82 143.96 42,677,85 984.84 233.37 26.216.81 192.79 0,00 50,940.25 8,949.31 60,638.55 299.80 13,226.70 142,264,53 $ 98,405,10 381.045,66 674,865,80 128,390,55 $ 1,282,707.11 $ 1,154,316.56 PAYROLL: 001 GENERAL 100 GAS TAX 165 RDA-LOW/MOD 190 TCSD 191 TCSD SERVICE LEVEL A 192 TCSD SERVICE LEVEL B 193 TCSD SERVICE LEVEL C 194 TCSD SERVICE LEVEL D 280 RDA-CIP 300 INSURANCE 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES TOTAL BY FUND: 80.531 13 14,666.69 458.21 634.57 697.14 2,272.38 399.26 2,169.57 591,10 1,293,16 759.78 2.204.53 128,390,55 1,282,707.11 · HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT. , HEREBY CERTIFY THAT THE FOLLOWING IS TRUE AND CORRECT V~.~E2 CITY OF TENECULA PAGE 1 0 6 14:14 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM DESCRIPTION ACCOUNT NUMBER ITEN AMOUNT 600049 03/21/96 000283 FIRSTAX ([RS) 00028~ FEDERAL 001-2070 12,189.52 600049 03/21/96 000283 FIRSTAX (IRS) 000283 FEDERAL 100-2070 Z,553.93 600049 03/21/96 000283 FIRSTAX (IRS) 000283 FEDERAL 165-2070 29.55 600049 03/21/96 000283 FIRSTAX (IRS) 000283 FEDERAL 190-2070 2,761.77 600049 03/21/96 000283 FIRSTAX (IRS) 000283 FEDERAL 191-2070 95.35 600049 03/21/96 000283 FIRSTAX (IRS) 000283 FEDERAL 192-Z070 84.43 600049 03/21/96 000283 FIRSTAX (IRS) 00028~ FEDERAL 193-2070 419.43 600049 03/21/96 000283 FIRSTAX (IRS) 000283 FEDERAL 194-2070 74.72 600049 03/21/96 000283 FIRSTAX ([RS) 000283 FEDERAL 280-2070 140.70 600049 03/21/96 000283 FIRSTAX (IRS) 000283 FEDERAL 300-2070 128.52 600049 03/21/96 000283 FIRSTAX ([RS) 000283 FEDERAL 320-2070 365.45 600049 03/21/96 000283 FIRSTAX (]RS) 000283 FEDERAL 330-2070 114.17 600049 03/21/96 000283 FIRSTAX ([RS) 000283 FEDERAL 340-2070 163.89 600049 03/21/96 000283 FIRSTAX ([RS) 000283 NED[CARE 001-2070 2,966.80 600049 03/21/96 000283 FIRSTAX ([RS) 000283 NED[CARE 100-2070 545,40 600049 03/21/96 000283 FIRSTAX (IRS) 000283 MEDICARE 165-2070 14.62 600049 03/21/96 000283 FIRSTAX ([RS) 000283 MEDICARE 190-2070 790.30 600049 03/Zl/96 000283 FIRSTAX (IRS) 000Z83 MEDICARE 191-2070 2Z,02 600049 03/21/96 000283 FIRSTAX ([RS) 000Z83 NEDICARE 192-2070 23.48 600049 03/21/96 000283 FIRSTAX (IRS) 000283 NEDICARE 193-2070 82.80 600949 03/21/96 000283 FIRSTAX (IRS) 000283 NED[CARE 194-2070 14,56 / 03/21/96 000283 FIRSTAX (IRS) 000283 NED[CARE 280-2070 70,64 · 03/21/96 000283 FIRSTAX (IRS) 000283 NEDICARE 300-2070 22.44 600049 03/21/96 000283 FIRSTAX (IRS) 000283 MEDICARE 320-2070 60.72 600049 03/21/96 000283 FIRSTAX (IRS) 000283 NEDICARE 330-2070 25.00 600049 03/21/96 000283 FIRSTAX (IRS) 000283 MEDICARE 340-2070 72.86 662004 03/21/96 000444 FIRSTAX (EDD) 000444 SDI 662004 03/21/96 000444 FIRSTAX (EDD) 000444 662004 03/21/96 000444 FIRSTAX (EDD) 000444 662004 03/21/96 000444 FIRSTAX (EDD) 000444 SDI 662004 03/21/96 000444 FIRSTAX (EDD) 000444 SDI 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 662004 03/21/96 000444 FIRSTAX (EDD) 000444 STATE 00Z255 A P C 0 INTERNATIONAL, APPL:MOSXLE RADIO SERV AUTHOR[ 002158 A S A P SERVICES INC. DEBIT:RETENTION SANTA GERTRUDS 28259 03/21/96 001-2070 100-2070 190-2070 193-2070 280-2070 001-2070 100-2070 165-2070 190-2070 191-2070 192-2070 193-2070 194-2070 280-2070 300-2070 320-2070 330-2070 340-2070 320-199-999-5209 210-190-142-5804 28260 03/21/96 54.34 9.57 50.46 3.94 8.06 3,293.37 644.11 8.91 629.23 18,29 10,68 99.49 16.22 28.37 38,17 92.35 21.76 20.34 326.00 404.81 CHECK AMOUNT 23,833.07 5,047.66 326.00 404.81 03/21/96 001391 ADOLPH KIEFER & ASSOC., SUPPLIES FOR AQUATICS 190-183-999-5310 13.95 VOUCHRE2 CITY OF TEMECULA PAGG.,,,2 03/21/96 14:14 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR iTEM NUMBER DATE NUMBER NAME DESCRIPTION ACCCXJNT NUMBER 28261 03/21/96 001391 ADOLPH KIEFER & ASSOC., SUPPLIES FOR AQUATICS 28261 03/21/96 001391 ADOLPH KIEFER & ASSOC., SUPPLIES FOR AQUATICS 28261 03/21/96 001391 ADOLPH KIEFER & ASSOC., SUPPLIES FOR AQUATICS 28261 03/21/96 001391 ADOLPH KIEFER & ASSOC., SUPPLIES FOR AQUATICS 28261 03/21/96 001391 ADOLPH KIEFER & ASSOC., FREIGHT 190-183-999-5310 190-183-999-5310 190-183-999-5310 190-183-~9-5310 190-183-~9-5310 28262 03/21/96 001425 AIRTOUCH CELLULAR CORP. 909-601-5202/TH/FEB 320-199'999-5208 28263 03/21/96 001947 AMER1GAS 28263 03/21/96 001947 AMERIGAS PROPANE FUEL FOR CITY VEHICLES 001-162-999-5265 PROPANE FUEL FOR CITY VEHICLES 190-180'999-5263 28264 03/21/96 000101 APPLE ONE, INC. 28264 03/21/96 000101 APPLE ONE, INC. 28264 03/21/96 000101 APPLE ONE, INC. TEMP HELP W/E 2/9 BARNETT TEMP HELP W/E 2/23 BARNETT TEMP HELP W/E 2/~ BARNETT 001-120-999-5118 001-110-999-5118 001-150-999-5118 28265 03/21/96 002143 BALL PARK MAINTENANCE INFIELD RENOVATION/TMS 190-180-999-5212 28266 03/21/96 0022~5 BIO SENSORS INC TCSD PAYMENT TO INSTRUCTOR 190-183-999-5330 28267 03/21/96 BLEAZARD, PATRICIA E. REFUND:~3MENS SOFTBALL LEAGUE 190-183-4994 28268 03/21/96 000123 BURKE ~ILLIAMS & 80RENS 28268 03/21/96 000123 BURKE WILLIAMS & SORENS 28268 03/21/96 000123 BURKE WILLIAMS & SORENS DEBIT:HELD FOR BACK UP DEBIT:HELD FOR BACK UP DISPUTED ITEMS RESOLVED 300-199-999-5246 001-130-999-5246 280-199-999-5246 28269 03/21/96 000702 CADDY GRAPHICS 4TH OF JULY LOGO FOR PARADE 190-180-999-5301 28270 03/21/96 001297 CALIFORNIA TRUCK EQUIP, BARRELL LOCKS FOR TCSD 190-180-999-5214 28271 03/21/96 000135 CENTRAL CITIES SIGN SER SIGN:ADOPT A STREET NXT 2 MILE 100-164-601-5244 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOL]DATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIOATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIOATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPN 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CORSOLIDATEO REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPRQGRAPH 28272 03/21/96 002036 CONSOLIOATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH Z8272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH NEW CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPROGRAPHZC SVC REPRO SRVCS NEW CITY HALL REPRO SRVCS NEW CITY HALL REPRO SRVCS NEW CITY HALL REPRO SRVCS NE~ CITY HALL REPRO SRVCS NE~ CITY HALL REPRO SRVCS NE~ CITY HALL REPRO SRVCS NE~ CiTY HALL REPRO SRVCS NE~ CITY HALL REPRO SRVCS NE~ CITY HALL REPRO SRVCS NEW CITY HALL REPRO SRVCS NE~ CITY HALL REPRQ SRVCS NEW CITY HALL NE~ CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPROGRAPNIC SVC NEW CITY HALL REPROGRAPHIC SVC NE~ CITY HALL REPROGRAPHIC SVC 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH NEW CITY HALL REPROGRAPH%C SVC 28272 03/21/96 002036 CONSOLIDATEO REPROGRAPH NE~ CITY HALL REPROGRAPHIC SVC 210-199'650-5804 210-199-650-5804 210-199-650-5804 210-199-650'5804 210-199-650-5804 210-199-650'5804 210-199-650-5804 210-199-650'5804 210'199-650-5804 210'199'650-5804 810-199-650-5804 810-199~650-5804 210-199-650'5804 210-199-650'5804 210-199-650-5804 210-199o650-5804 210-199'650-5804 210-199-650-5804 210-199-650-5804 210-199-650-5804 ITEM AMOUNT 19.80 15.00 3Z.95 35.40 11.58 48.15 263.37 244.45 16.39 16.39 16.89 300.00 240.00 33.00 1,168.00 9,00 29.05 245.00 36.40 261.29 21.98 31.25 45.29 16.09 8.15 9.92 30.45 16.09 16.09 59.20 20.18 25.22 12.89 27.80 9.35 34.22 13.85 34.22 28.70 34.57 CHECK AMOUNT 128,68 48,15 507,82 49.67 300.00 240.00 33,00 1,206;05 245.00 36.40 261.29 V~2 CITY OF TEMECULA PAGE 3 OZ ~ 14:14 VOUCHER/CHECK REGISTER FOR ALL PER%00S VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME ITEM DESCRIPTION ACCOUNT Nb'HBER ITEM ANOUNT CHECK AMOUNT 28272 03/21/96 002036 CONSOLIDATED REPROURAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH 28272 03/21/96 002036 CONSOLIDATED REPROGRAPH NEW CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPRQGRAPHIC SVC NEW CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPROGRAPH[C SVC NEW CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPROGRAPHIC SVC NEW CITY HALL REPROGRAPHZC SVC NEW CITY HALL REPROGRAPH1C SVC NEW CITY HALL REPROGRAPH]C SVC 210-199-650-5804 210-199-650-5804 210-199-650-5804 210-199-650-5804 210-199-650-5804 210-199-650-5804 210-199-650-5804 210-199-650-5804 210-199'650-5804 210-199-650-5804 210-199-650-5804 36.83 93.76 27.10 8.15 16.09 41.90 20.45 16.75 25.36 43.42 54.79 880.11 28274 03/21/96 002243 CORONA IMAGING 28274 03/21/96 002243 CORONA IMAGING 28275 03/21/96 000144 COSTCO WHOLESALE CORPOR CARDIOLOGY EXAM ON EMPLOYEE CARDIOLOGY EXAM ON EMPLOYEE SUPPLIES FOR SWING DANCE 3/31 100-164-601-5250 100-164-601-5250 190-180-999-5301 900,00 700.00 150.00 1,600.00 150.00 28276 03/21/96 002106 DA FAMILY SUPPORT 002106 SUPPORT 190-2140 82.50 82.50 28277 03/21/96 DELAMATER, DAWN REFUND:WOMENS SOFTBALL LEAGUE 190-183-4994 33.00 33.00 03/21/96 DOLE, GERR] A. REFUND:WONENS SOFTBALL LEAGUE 190-183-4~4 33.00 33.00 28'Z~9 03/21/96 001722 EDWARDS, SALLY TCSD INSTRUCTOR EARNINGS 190-183-999-5330 144.00 144,00 28280 03/21/96 ERICKSON, MARGO REFUND:WOMENS SOFTBALL LEAGUE 190-183-4994 33,00 33.00 28281 03/21/96 001056 EXCEL LANDSCAPE 28281 03/21/96 001056 EXCEL LANDSCAPE 28281 03/21/96 001056 EXCEL LANDSCAPE 28281 05/21/96 001056 EXCEL LANDSCAPE 28281 03/21/96 001056 EXCEL LANDSCAPE 28282 03/21/96 000165 FEDERAL EXPRESS, [NC. 28282 03/21/96 000165 FEDERAL EXPRESS, INC. 28282 03/21/96 000165 FEDERAL EXPRESS, INC. 28282 03/21/96 000165 FEDERAL EXPRESS~ INC. 28283 03/21/96 001002 FIRST INTERSTATE DANK C LDSC IHPORV/R. VZSTA SPRTS PRK RELOCATE SPRINKLER AT FIELD #1 INSTALL 5 POSTS AT SOCCER FLD INSTALL 10 TREES IN PRKING LOT INSTALL SPRZNKLER AT FIELD #7 EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES EXPRESS MAIL SERVICES CREDIT:SENDER TO PAY CHARGES 5473-6664-0391-O057/SN/MARCH 190-180-999-5415 190-180-999-5415 190-180-999-5415 190-180-999-5415 190-180-999-5415 001-140-999-5230 001-162-999-5230 210-199-650-5804 001-162-999-5230 190-180-999-5258 80.00 95.00 60,00 100.00 90.00 12.75 15.25 27.10 15.25- 586.82 425.00 39.85 586.82 28284 03/21/96 FITZPATRICK, KITTY REFUND:TENNIS 28285 03/21/96 000170 FRANKLIN QUEST COMPANY, 28285 03/21/96 000170 FRANKLIN QUEST COMPANY, 28285 03/21/96 000170 FRANKLIN QUEST COMPANY, 28286 03/21/96 000795 FRED PRYOR SEMINARS 28286 03/21/96 000795 FRED PRYOR SEMINARS 28286 03/21/96 000795 FRED PRYOR SEMINARS 7 03/21/96 000795 FRED PRYOR SEMINARS DAYTIMERS FOR PUBLZC ~ORKS FRE1GHT TAX SEM:EHOTIONAL CONTROL/K.BEAL SEM:EMOTIONAL CONTROL/K.BEAL SEN:EMOTIONAL CONTROL/L.SPETZ SEN:EMOTIONAL CONTROL/L.SPETZ 190-183-4982 20.00 20.00 100-164-604-5220 94,90 100-164-604-52Z0 7.95 100-164-604-5220 7.97 110.82 001-161-501-5261 49.50 001-161-502-5261 49,50 001-161-501-5261 49.50 001-161'502-5261 49.50 198.00 VOUCHRE2 CITY OF TEMECULA p~c.~ 4 03/21/96 14:14 VOUCNER/CHECK REGISTER FOR ALL PERIOOS VOUCHER/ CHECK CHECK VENDOR NUMBER DATE NUMBER 28287 03/21/96 000993 28287 03/21/96 000993 28287 03/21/96 000993 28287 03/21/96 000993 28287 03/21/96 000993 28287 03/21/96 000993 28287 03/21/96 000993 28287 03/21/96 000993 28287 03/21/96 000993 28288 03/21/96 28288 03/21/96 28288 03/21/96 28289 03/21/96 28289 03/21/96 28289 03/21/96 28290 03/21/96 28290 03/21/96 VENDOR NAME FREEDOM COFFEE INC. FREEDOM COFFEE INC. FREEDOM COFFEE INC. FREEDOM COFFEE INC. FREEDOM COFFEE INC. FREEDOM COFFEE INC. FREEDOM COFFEE INC. FREEDOM COFFEE INC. FREEDOM COFFEE INC. 000184 G T E CALIFORNIA - PAYN 000184 G T E CALIFORNIA - PAYN 000184 G T E CALIFORNIA - PAYN 000177 GLENNIES OFFICE PRODUCT 000177 GLENNIES OFFICE PRODUCT 00017'/ GLENNIES OFFICE PRODUCT 001609 GREATER ALARM COMPANY, 001609 GREATER ALARM COMPANY, ITEM DESCRIPTION BEVERAGE SERVICE CITY HALL BEVERAGE SERVICE CITY HALL BEVERAGE SERVICE CITY HALL BEVERAGE SERVICE CITY HALL BEVERAGE SERVICE CITY HALL BEVERAGE SERVICE CITY HALL BEVERAGE SERVICE CITY HALL BEVERAGE SERVICE CITY HALL TAX 909 694-1211 POLICE DEPT 909 694-1993 GENERAL USAGE 909 6~9-8632 GENERAL USAGE OFFICE SUPPLIES/FINANCE DEPT HISC OFFICE SUPPLIES-PLAN DEPT HISC OFFICE SUPPLIES-PLAN DEPT ACCOUNT NUMBER 340-199-999-5250 340-199-999-5250 340-199-999-5250 340-199-~9-5250 340-199-~9-5250 340-199-999-5250 340-199-999-5250 340-199-999-5250 340-199-999-5250 320-199-999-5208 320-199-999-5208 320-199-999-5208 001-140-999-5220 001-161-501-5220 001-161-502-5220 ALARM MONITORING - STORAGE 340-199-999-5250 ALARM MONITORING - CITY HALL 340-199-999-5250 28291 0]/21/96 000186 HANKS NARDWARE, INC. LOCKS AND CHAINS 28291 03/21/96 000186 HANKS HARDWARE, INC. TAX 28292 03/21/96 28292 03/21/96 28292 03/21/96 000194 I C M A RETIREMENT TRUS 000194 DEF COMP 000194 I C M A RETIREMENT TRUS 000194 DEF CONP 000194 I C M A RETIREMENT TRUS 000194 DEF CONP 000199 INTERNAL REVENUE SERVIC 000199 IRS GARN 000199 INTERNAL REVENUE SERVIC 000199 IRS GARN IRWIN, JOHN 28293 03/21/96 28293 03/21/96 28294 03/21/96 001186 001894 JOHNSON FENCE COMPANY 001894 JOHNSON FENCE COMPANY 001~7 KELLY TEMPORARY SERVICE 001667 KELLY TEMPORARY SERVICE 000206 KINKOrS OF RIVERSIDE, I 000206 KINKO'S OF RIVERSIDEt I 001282 KNORR POOL SYSTEMS, ]NC 001534 LA MASTERS OF FINE TRAV 001534 LA MASTERS OF FINE TRAV 28295 03/21/96 28295 03/21/96 28296 03/21/96 28296 03/21/96 28297 03/21/96 28297 03/21/96 28298 03/21/96 28299 03/21/96 28299 03/21/96 28300 03/21/96 28301 03/21/96 LIZOTTE, JOANN 001967 MANPOWER TEMPORARY SERV 280-199-999-5212 280-199-9~q-5212 001-2080 100-2080 190-2080 001-2140 100-2140 TCSD INSTRUCTORS EARNINGS 190-183-999-5330 CRC GATE REPAIRS EXISTING IRON 190-182-999-5212 REPAIRS (2) TENNIS CODRT GATES 190-182-999-5212 TEMP HELP 2 W/E 2/25-3/3 EVANS 001-163-9~-5118 TEMP HELP 2 W/E 2/25-3/3 EVANS 100-164-604-5118 STATIONERY PAPER/MISC SUPPLIES 330-199-9~-5220 STATIONERY PAPER/MISC SUPPLIES 330-199-999-5220 MISC POOL SUPPLIES 190-182-999-52t2 AIR:COM SRV CF:R.RERTS:4/10-12 190-180-999-5258 AIR:CON SRVC CF/NELSON/4/10-12 190-180-999"5258 REFUND:SECURITY DEPOSIT 190-2900 TEMP HELP WE 3/3 SNYDER 100-164-601-5118 ITEM AMOUNT 80.25 25.75 9.75 18.75 21.75 3.00 3.00 2.75 .21 229.00 1,196.39 27.34 85.00 228.85 228.85 35.00 105.00 103.65 8.03 1,416.83 211.29 452.78 154.91 154.90 448,00 80.00 80.00 176.80 343.20 8.57 7.28 21.61 134.00 57.00 100.00 574.00 CHECK AMOUNT 165.21 1,452.73 542.70 140.00 2.080.90 309.81 448.00 160.00 520.00 15.85 21.61 191.00 100.00 V~b~E2 CITY OF TEMECULA PAGE 5 O' 5 14:14 VOUCHER/CHECK REGISTER FOR ALL PERffiOS VOUCHER/ CHECK NUMBER CHECK VENDOR VENDOR DATE NUMBER NAME ITEM DESCRIPTION ACCOUNT NUMBER ITEM AMOUNT CHECK AMOUNT 28302 28302 28302 03/21/96 03/21/96 03/21/96 000219 MARTIN 1-HOUR PHOTO 000219 MARTIN 1-HOUR PHOTO 000219 MARTIN 1-HOUR PHOTO PHOTO DEVELOPING-TRAFFIC DIVIS PHOTO DEVELOPING-LAND DEVEL PHOTO DEVEL"CIP DIVISION 100-164-602-5250 001-163-999-5250 001-165-999-5250 30.94 7.67 46.11 28303 28303 28303 28303 03/21/96 03/21/96 03/21/96 03/Zl/96 000220 MAURICE PRINTERS~ INC. 000220 MAURICE PRINTERS, INC. 000220 NAURICE PRINTERS° INC. 000220 NAURICE PRINTERS, INC, CODE COMPLIANCE BROCHURES TAX NEIGHBORHOOO POLICING BROCHURE TAX 001-110-999-5223 001-110-999-5223 001-110-999-5223 001-110-999-5223 366.00 28,37 366.00 28.37 788.74 28304 28304 28304 28304 28304 28305 28305 28~06 28306 28306 20506 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28306 28307 28307 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 03/21/96 000437 MORELAND & ASSOCIATES 000437 MORELAND & ASSOCIATES 000437 MORELAND & ASSOCIATES 000437 MORELAND & ASSOCIATES 000437 MORELAND & ASSOCIATES CITY AUDIT OF FINANCIAL STNTS SINGLE AUOIT OF FINANCIAL STNT RDA AUDIT OF FINANCIAL STNTS FINANCIAL STMT AUDIT REPORTS INCORRECTLY CHRGED FOR REPORT 001171 ORIENTAL TRADING CO., I EASTER SUPPLIES 001171 ORIENTAL TRADING CO., I FREIGHT 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 000246 PERS EMPLOYEES~ RETIRE PERS EMPLOYEES~ RETIRE PERS EMPLOYEES~ RETIRE PERS EMPLOYEES' RETIRE PERS EMPLOYEES' RETIRE PERS EMPLOYEES' RETIRE PERS EMPLOYEES' RETIRE PERS EMPLOYEES~ RETIRE PERS EMPLOYEES' RETIRE PERS EMPLOYEES' RETIRE PERS EMPLOYEES' RETIRE PERS EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES/ RETIRE PERS (EMPLOYEESI RETIRE PERS (EMPLOYEES~ RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES~ RETIRE PERS (EMPLOYEES~ RETIRE PERS (EMPLOYEES' RETIRE PERS (EMPLOYEES' RETIRE PETTY CASH PETTY CASH PETTY CASH PETTY CASH 000249 000249 000249 000249 000246 PER REDE 000246 PER REDE 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 PERS RET 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR 000246 SURVIVOR PETTY CASH:STAPLES/SMART&FINAL PETTY CASH:STAP/TARG/SMART/COS PETTY CASH:PICCA DELl PETTY CASH:PICCA DELl 001-140-999-5248 001-140-999-5248 280-199-999-5248 001-140-999-5248 001-140-999-5248 190-183-999-5370 190-183-999-5370 001-2130 100-2130 001-2390 100-Z390 165-2390 190-2390 191-2390 192-2390 193-2390 194-2390 280-2390 300-2390 320-2390 330-2390 340-2390 001-2390 100-2390 165-2390 190-2390 191-2390 192-2390 193-2390 194-2390 280-2390 300-2390 320-2390 330-Z390 340-2390 190-183-999-5320 190-183-999-5320 001-140-999-5260 001-140-999-5260 1,196.94 250.00 250.00 700.00 700.00- 45%55 31.49 191.62 65.18 13,807.92 2,484.78 82.34 2,937.53 95.64 111.05 326.05 75.17 232.25 106.83 282.54 119.24 349.87 52.48 10.22 .23 12.56 ,47 .93 1.39 .23 .78 .46 .93 2.09 39.50 43,1o 39.00 28.00 1,696.94 483.04 21,351.91 VOUCHRE2 CITY OF TEMECULA pA.c,~, 6 03/21/96 14:14 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER 28307 28507 28307 28307 28307 28307 28308 28308 28309 28310 28310 28310 28310 28~10 28310 28311 28312 28312 28312 28312 28312 28313 28314 28315 28315 28316 28316 28316 28317 28318 28518 28318 28318 28318 28319 28320 28321 CHECK VENDOR VENDOR DATE NUMBER NAME 03/21/96 000249 PETTY CASH 03/21/96 000249 PETTY CASH 03/21/96 000249 PETTY CASH 03/21/96 000249 PETTY CASH 03/21/96 000249 PETTY CASH 03/21/96 000249 PETTY CASH 03/21/96 000580 PHOTO WORKS 03/21/96 000580 PHOTO WORKS 03/21/96 002019 PRECISION INTERCONNECT 03/21/96 000254 PRESS-ENTERPRISE COMPAN 03/21/96 000254 PRESS-ENTERPRISE COMPAN 03/21/96 000254 PRESS"ENTERPRISE COMPAN 05/21/96 000254 PRESS-ENTERPRISE CGHPAN 03/21/96 000254 PRESS-ENTERPRISE COMPAN 03/21/96 000254 PRESS'ENTERPRISE COMPAN 03/21/96 000947 RANCHO BELL BLUEPRINT C 03/21/96 000262 RANCHO CALIFORNIA WATER 03/21/96 000262 RANCHO CALIFORNIA WATER 03/21/96 000262 RANCHO CALIFORNIA WATER 03/21/96 000262 RANCHO CALIFORNIA UATER 03/21/96 000262 RANCHO CALIFORNIA WATER 03/21/96 000426 RANCHO INDUSTRIAL SUPPL 03/21/96 001279 RANCHO NEWS, INC. 03/21/96 001628 REBEL RENTALS 03/21/96 001628 REBEL RENTALS 03/21/96 001412 RECREONICS, INC. 03/21/96 001412 RECREONICS~ INC. 03/21/96 001412 RECREONICS, INC. 03/21/96 001046 REXON, FREEDMAN, KLEPET 03/21/96 000266 RIGHTWAY 03/21/96 000266 RIGHTWAY 03/21/96 000266 RIGHTWAY 03/21/96 000266 RIGHTWAY 03/21/96 000266 RIGHTWAY 03/21/96 000418 RIVERSIDE CO. CLERK & R 03/21/96 000268 RIVERSIDE CO. HABITAT 03/21/96 002226 RUSSO, MARY ANNE ITEM DESCRIPTION ACCOUNT NUMBER PETTY CASH:HOGAN:CONF 3/18 PETTY CASH:SERV MERCH CO, PETTY CASH:COSTCO/LONG DRUGS PETTY CASH:MAINT CREW:JACK/IN& PETTY CASH:LAUBER:ITE MTG 3/15 PETTY CASH:ELMO:ICBO 2/15 3/14 001-161-502-5261 001-150-999-5220 001-110-999-5223 100-164-601-5260 100-164-602-5260 001-162-999-5260 FiLM & PHOTO DEVELOPING FILM & PHOTO DEVELOPING 190-180-999-5301 CABLE INSTALLATION - CRC 320-199-999-5215 RECREATION RECRUITMENT ADVRTSG 001-150-999-5254 RECREATION RECRUITMENT ADVRTSG 001-150-999-5254 RECREATION RECRUITMENT ADVRTSG 001-150-999-5254 RECREATION RECRUITMENT ADVRTSG 001-150-999-5254 PLAN CONM POSITION ADVERTISING 001-120-~-5254 C[P CONSTRUCT%ON UPDATES 001-165-999-5256 BLUEPRINTS ' CURRENT PLAN DEPT 001-161-501-5224 01-06-84300-1 CITY YARD 100-164-601-5240 WATER SUPPLY g VARIOUS LOCATIO 190-180-~99-5240 WATER SUPPLY ~ VARIOUS LOCATIO 191-180-(~9'5240 WATER SUPPLY · VARIOUS LOCATIO 193-180-9~9-5240 WATER SUPPLY 9 VARIOUS LOCATIO 340-199-999-5240 MISC JANITORIAL SUPPLIES 190-180-999-5212 AD FOR PLAN COHM POSITIONS 001-120-999-5254 PUMP RENTAL FOR MAINT DIVISION 100-164-601-5238 PUMP RENTAL FOR MAINT DIVISION 100-164-601-5238 CHILD'S MEDIUM VESTS-AQUATIC MEGAPHONES W/WHISTLE-AQUATIC FREIGHT 190-183-999-5310 190-183-999-5310 190-183-999-5310 FEB 96 PROF LEGAL SERVS 001-130-999-5247 MAR RENTAL-PORTABLE TOILET PRK MAR RENTAL-PORTABLE TOILET PRK MAR RENTAL-PORTABLE TOILET PRK MAR RENTAL-PORTABLE TOILET PRK MAR RENTAL-PORTABLE TOILET-YRD 190-180-999-5238 190-180-999-5238 190-180-999-5238 190-180-999-5250 100-164-601-5238 APERTURE CARDS DUPLICATES 001-163-999-5220 K-RAT FROM FEB 1 TO MAR 12/96 001'2300 TCSD INSTRUCTOR EARNINGS 190-183-999-5330 ITEM AMC)UNT 4.58 40.8,3 27.27 15.77 16.00 16.50 32.10 27,86 165.00 1.00 48.36 200.06 307.08 51.60 81.00 13.58 165.60 37.84 403.93 275.42 67.59 75.00 283.60 207.36 57.75 307.62 17.14 35.00 62.89 188,66 172.50 50.39 57.39 5.00 13,772.50 504.00 CHECK AMOUNT 270.55 59.9b 165.00 689,10 16.93 896.37 67.59 7S.00 490,96 382.51 35.00 531.83 5.00 13,77~.50 J VQ~u~E2 CITY OF TEMECULA PAGE 7 0 6 14:14 VOUCHER/CHECK REGISTER FOR ALL PERIOOS VOUCHER/ CHECK NUMBER CHECK VENDOR VENDOR DATE NUMBER NAME ITEM ACCOUNT ITEM DESCRIPT]ON NUMBER AMOUNT CHECK AMOJNT 28322 03/21/96 28323 03/21/96 SHA~, SHA~N SIGNTECH REFUND-TINY TOTS 190-183-4980 REFUND-BUSINESS LICENSE PENALT 001-199-4060 18.42 70.00 18.42 70.00 28324 03/21/96 28324 03/21/96 28324 03/21/96 28324 03/21/96 000645 SMART & FINAL# INC. 000645 SMART & FINAL# INC. 000645 SMART & FINAL# INC. 000645 SMART & FINAL# INC. TCSD SPECIAL EVENT REFRESHMNTS TCSD SPECIAL EVENT REFRESHMNTS TCSD SPECIAL EVENT REFRESHHNTS TAX 190-183-999-5320 190-183-999-53Z0 190-183-999-5320 190-183-999-5320 36.72 54.40 2.19 3.02 96.33 28325 03/21/96 28325 03/21/96 28325 03/21/96 28325 03/21/96 000519 SOUTH COUNTY PEST CONTR 000519 SOUTH COUNTY PEST CONTR 000519 SOUTH COUNTY PEST CONTR 000519 SOUTH COUNTY PEST CONTR FEB PEST CNTRL SERVS-CITY HALL FEB PEST CNTRL SERVS-CRC MAR PEST CNTRL SERVS-PRK FACIL MAR PEST CNTRL SERVS-SR CENTER 340-199-999-5250 190-182-999-5250 190-180-999-5250 190-181-999-5250 42.00 42.00 32.00 29.00 145.00 28326 03/21/96 28~26 03/21/96 28326 03/21/96 28327 03/21/96 000537 SOUTHERN CALIF EDISON - 000537 SOUTHERN CALIF EDISON - 000537 SOUTHERN CALIF EDISON - 000375 SOUTHERN CALIF TELEPHON VARIOUS ELECT METERS VARIOUS ELECT METERS VARIOUS ELECT METERS 909 202-4752 SN 190-182-999-5240 191-180-999-5319 193-180-999-5240 190-180-999-5208 4,153.64 676.56 67.34 4,897.54 ~.~ 28328 03/21/96 STEEGo CARRIE VON REFUND-WOMENS SOFTBALL LEAGUE 190-183-4994 33,00 33. O0 03/21/96 STEELE, TERESA REFUND-~4OMENS SOFTBALL LEAGUE 190-183-4994 200.00 200.00 28330 03/21/96 28331 03/21/96 28331 03/21/96 000465 STRADLEY, MARY KATHLEEN 002150 SUMMIT SAFETY PRODUCTS 002150 SUMMIT SAFETY PRODUCTS TCSD INSTRUCTOR EARNINGS ICE PACKS FOR FIRST AID TAX 190-183-999-5330 190-183-999-5380 190-18~-999-5380 512.00 54.00 4.19 512.00 58.19 28332 03/21/96 28332 03/21/96 28332 03/21/96 28332 03/21/96 28332 03/21/96 28332 03/21/96 28332 03/21/96 28332 03/21/96 28333 03/21/96 28333 03/21/96 28333 03/21/96 28333 03/21/96 28333 03/21/96 28334 03/21/96 28334 03/21/96 28334 03/21/96 28334 03/21/96 03/21/96 001065 U S C M/PEBSCO (DEF. C 001065 DEF CoHP 001065 U S C M/PEBSCO (DEF. C 001065 DEF CONP 001065 U S C M/PEBSCO (DEF. C 001065 DEF COMP 001065 U S C M/PEBSCO (DEF. C 001065 DEF COMP 001065 U S C M/PEBSCO (DEF. C 001065 DEF CONP 001065 U S C M/PEBSCO (DEF. C 001065 DEF COMP 001065 U S C M/PEBSCO (DEF. C O01065 DEF COMP 001065 U S C M/PEBSCO (DEF. C 001065 DEF CONP 000389 U S C M/PEBSCO (OBRA) 000389 PT RETIR 000389 U S C N/PEBSCO (OBRA) 000389 PT RETIR 000389 U S C M/PEBSCO (OBRA) 000389 PT RETIR 000389 U S C M/PEBSCO COBRA) 000389 PT RETIR 000389 U S C M/PEBSCO (OBRA) 000389 PT RETIR 000325 UNITED WAY OF THE INLAN 000325 UW 000325 UNITED WAY OF THE INLAN 000325 U~ 000325 UNITED WAY OF THE INLAN 000325 UW 000325 UNITED WAY OF THE INLAN 000325 UW 001437 VIRACK, MARYANN TCBD INSTRUCTOR EARNINGS 001-2080 100-2080 190-2080 194-2080 280-2080 300-2080 320-2080 340-2080 100-2160 190-2160 193-2160 280-2160 001-2120 100-2120 190-2120 280-2120 190-183-999-5330 2,648.44 176.68 756.70 5.00 19.70 5.00 312.50 87.50 509.50 89.70 473.28 36.90 75.54 67.25 10.94 15.00 .31 400.00 4,011.52 1,184.92 93.50 400,00 VOUCHRE2 03/21/96 14:14 VOUCHER/ CHECK CHECK NUMBER DATE 28]36 03/21/96 28336 03/21/96 28]]7 0]/21/96 283S8 03/21/96 28339 03/21/96 VENDOR VENDOR NUMBER NAME MALKER, JULIE WALKER, JULZE 001874 MILLIAMS~ KAREN 002092 ~INTER GRAPHICS SOUTH 000545 XEROX CORPORATION BILLI CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS ITEM ACCOUNT DESCRIPTION NUMBER REFUND-BASKETBALL FUNDAMENTALS 190-183-4982 REFUND-BASKETBALL FUNDAMENTALS 190-183-4982 TCSD INSTRUCTOR EARNINGS CITY LOGO IN VELOX FORM MAR 96 LEASE PNT-CRC COPIER 190-183-999-5330 280-199-813-5804 190-182-999-5239 ITEM AMOUNT 40.00 40.00 69.60 134.68 117.84 PAr. r,... 8 CHECK AMOUNT 80.00 69,60 134.68 TOTAL CHECKS 98,405.10 vouru,u~2 CITY OF TEMECULA PAGE 5 07 , 10:12 VOUCHER/CHECK REGISTER FOR ALL PERIODS FUND TITLE 001 GENERAL FUND 100 GAS TAX FUND 190 COMMUNITY SERVICES DISTRICT 191 TCSD SERVICE LEVEL A 193 TCSD SERVZCE LEVEL C 210 CAPITAL IMPROVEMEHT PRQJ FUND 280 REDEVELOPMENT AGENCY - CIP 320 INFORMATION SYSTEMS 340 FACILITZES 390 TCSD DEBT SERVICE TOTAL AMOUNT 180,025.94 1,666.25 7,117.24 18.15 833,72 930.45 35,709.82 649.18 11,830,38 142,264.53 381,045.66 VOUCHRE2 CITY OF TEMECULA pAB.~_.,1 03/28/96 10:12 VOUCHER/CHECK REGISTER FOR ALL PERIOOS VOUCHER/ CHECK CRECK VENDOR NUMBER DATE NUMBER 27548 02/06/96 000791 27549 02/06/96 000791 28340 03/21/96 000896 28341 03/22/96 002265 28343 03/22/96 000700 28343 03/22/96 000700 28343 03/22/96 000700 28343 03/22/96 000700 28343 03/22/96 000700 28343 03/22/96 000700 28344 03/25/96 000210 28345 03/26/96 000700 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28346 03/27/96 000669 28348 03/28/96 001281 28348 03/28/96 001281 28349 03/28/96 28350 03/28/96 000101 28350 03/28/96 000101 28351 03/28/96 000622 28351 03/28/96 000622 28351 03/28/96 000622 28352 03/28/96 001532 28353 03/28/96 VENDOR NAME CPSRPC CPSRPC VANCE CORPORATION FIRST TRUST OF CALIFORN TEMECULA ARTS COUNCIL TEMECULA ARTS COUNCIL TEMECULA ARTS COUNCIL TEMECULA ARTS COUNCIL TEMECULA ARTS COUNCIL TEMECULA ARTS COUNCIL LEAGUE OF CAL. CITIES - TEMECULA ARTS COUNCIL LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES LEAGUE OF CAL. CITIES ALHAMBRA GROUP ALHAMBRA GROUP ALLANi MARIANNA APPLE ONEI INC. APPLE ONE~ INC. BANTA ELECTRIC-REFRIGER BANTA ELECTRiC-REFRiGER BANTA ELECTRIC*REFRIGER C P R S DISTRICT ELEVEN CASH ITEM ACCOUNT DESCRIPTION NUMBER MEMBERSHIP:K. HARRINGTON 190-180-999-5226 ANNUAL CONF:HARRINGTON:2/7-8 190-180-999-5258 SETTLEMENT AGREEMENT-VANCE COR 001'1280 TCSD DEBT SRVC PYMT 4/1/96 390-1040 MAYORS BALL:COUNCL#RB#JG,GR~GT 001-100'999-5260 MAYORS BALL:COUNCL#RB,JG~GR,GT 001-100'999'5260 MAYORS BALL:COUNCL~RB~JG#GR#GT 001-120-999-5260 MAYORS BALL:COUNCL~RB~JGo GRiGT 001-140-999-5260 MAYORS BALL:COUNCL~RB~JG#GR#GT 001'161-501-5260 MAYORS BALL:COUNCL~RB~JG#.GR~GT 001-161-502-5260 MAILING LABELS:MAYORS OF CALIF 001'100-999-5250 MAYORS BALL:S. NELSON 3/31 190-180'999-5260 LEAGUE OF CITIES CORF:3/27/96 LEAGUE OF CITIES CORF:3/27/96 LEAGUE OF CITIES CORF:3/27/g6 LEAGUE OF CITIES CONF:3/27/96 LEAGUE OF CITIES CONF:3/27/96 LEAGUE OF CITIES CONF:3/27/96 LEAGUE OF CITIES CONF:3/27/96 LEAGUE OF CITIES CONF:3/27/96 LEAGUE OF CITY CONF 03/27/96 LEAGUE OF CITIES CONF:3/27/96 LEAGUE OF CITIES CONF:3/ET/96 LEAGUE OF CITIES CONF:3/27/g6 001-110-999-5260 001-162-999-5260 001-120-999-5260 001-163-999-5260 001-100-999-5260 001-110-999-5260 190-180-999-5260 001-140-999-5260 001-100-999-5260 001-161-502-5260 001-161-501-5260 001-150-999-5260 DESIGN SRVCS/SAM HICKS PARK DESIGN SRVCS DUCK POND 280-199-805-5802 210-190-143-5802 REFUND:SECURiTY DEPOSIT 190-2900 TEMP HELP W/E 2/24 AUBUCHON TEMP HELP W/E 2/24 AUBUCHON HVAC/ELECT SERVICES/CRC ELECTRICAL IMPROVMENTS - CRC HVAC/ELECT SERVICES/ORC 190-182-999-5250 190-180-999~5212 190-182-999-5250 REISSUE:DAYCAMP WRKSHP 6/10/95 190-180-999-5261 CASH BANK/DANCE CONTEST/3/31 190-181-4060 ITEM AMOUNT 120.00 25.00 175,000.00 142,264.53 300.00 60.00 60.00 60.00 30.00 30.00 84.00 60.00 22.00 22.00 22.00 22.00 22.00 22.00 22.00 22.00 22.00 11.00 11.00 22.00 360.00 870.00 80.00 18.06 18.06 731.99 218.00 339.00 70.00 200.00 CHECK AMOUNT 120.00 25.00 175,000.00 142,264.53 540.00 84.00 60.00 242.00 1,230.00 80.00 36.12 1,288.99 70.00 200.00 28354 03/28/96 000137 CHEVRON U S A INC. FUEL EXPENSE FOR CITY VEHICLES 001-161-501-5262 8.54 28354 03/28/96 000137 CHEVRON U S A INC. FUEL EXPENSE FOR CiTY VEHICLES 001-161-502-5262 12.35 28354 03/28/96 000137 CHEVRON U S A INC. FUEL EXPENSE FOR CITY VEHICLES 001-163-999-5263 14.55 VOL~E2 OT 5 10:12 CITY OF TEMECULA VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR NUMBER DATE NUMBER 28355 03/28/96 000912 28356 03/28/96 000144 28357 03/28/96 DARRLY & MABCIA CURBY 28358 03/28/96 000155 DAVLIN 28358 03/28/96 000155 DAVLIN 28359 03/28/96 002259 DIAGNOSTEK 28360 03/28/96 000395 28361 03/28/96 001056 28361 03/28/96 001056 28362 03/28/96 002196 EXCEL PHOTO LAB 28363 03/28/96 000795 FRED PRYOR SEMINARS 2~64 03/28/96 000993 FREEDOM COFFEE, INC. 03/28/96 000172 G A S B 28366 03/28/96 000184 G T E CALIFORNIA - PAYM 28366 03/28/96 000184 G T E CALIFORNIA - PAYM 28366 03/28/96 000184 G T E CALIFORNIA - PAYM 28366 03/28/96 000184 G T E CALIFORNIA - PAYM 28367 03/28/96 000177 GLENNIES OFFICE PRODUCT 28367 03/28/96 000177 GLENHIES OFFICE PRODUCT 28367 03/28/96 000177 GLENNIES OFFICE PRODUCT 28367 03/28/96 000177 GLENNIES OFFICE PRODUCT 28368 03/28/96 002260 HARTMAN# MARK 28369 03/28/96 001517 HEALTH & HUMAN RESOURCE 28369 03/28/96 001517 HEALTH & HUMAN RESOURCE 28370 03/28/96 001817 HODGES, MARK S 28371 03/28/96 001359 HOOSON~ JACK 28372 VENDOR ITEM NAME DESCRIPTION CITY CLERKS ASSN OF CAL CITY CLERK CF:J.GREEKI4/24-26 COSTCO WHOLESALE CORPOR DAYCAMP SNACKS 4/1-26 REFUND:GRADING PERMIT FEES BROADCASTING OF COUNCIL MTGS RECORDINGS OF PC MEETINGS HEALTH ZONE T.I. TENECULA PLZA ECONOMIC DEVELOPMENT CO CHINESE MINISTRY:MJM:3/20/96 EXCEL LANDSCAPE MAINLINE REPAIR/SPORTS PARK EXCEL LANDSCAPE MAINLINE REPAIR FIELD #1 DUPLICATING SRVCS SEM:COACHING SKILLS/HOGAN/3/18 BEVERAGE SERVICE CITY HALL PUB:GASB COMPREHENSIVE PLAN 909-181-1123/GEN USAGE/MARCH 909-676-6243-PALA PARK/MARCH 909-694-4354/PALA PARK/MARCH 909-695-3564/ALARM C. HALL/MAR MISC OFFICE SUPPLIES MISC OFFICE SUPPLIES MISC OFFICE SUPPLIES MISCELLANEOUS OFFICE SUPPLIES ACCOUNT NUMBER 001-120-999-5258 190-183-999-5340 001-163-4367 001-100-999-5250 001-161-501-5250 280-1520 001-110-999-5260 190-180-999-5212 190'180-999'5212 280-199-999'5270 001'161-502-5261 340-199-999'5250 001-140-999-5228 320-199-999-5208 320'199-999'5208 320'199-999'5208 320'199-999-5208 001'161-501'5220 001-161'802-5220 001-140'999-5220 001-162-999-5220 HEALTH ZONE T.I.-TEMECULA PLZA 280-1520 EAP PROGRAM OD1-150-999-5250 HHRC EAP SERVICES 001-150-999-5250 REISSUE:SALES TAX ASSIST 93/94 001-2030 REIMB:CONEXPO:HODSON:3/18-23 001-163-999-5258 03/28/96 002098 HOUSE OF MOTORCYCLES 03/28/96 002264 JIM SPILHAN PLUMBING 03/28/96 001667 KELLY TEMPORARY SERVICE 03/28/96 001667 KELLY TEMPORARY SERVICE 03/28/96 000205 KIDS PARTIES, ETC. MOTORCYCLE REPAIR/MAINT 001-170-999-5214 HEALTH ZONE T.i. TEMECULA PLZA 280-1520 TEMP HELP W/E 3/10 EVANS 001-163-999-5118 TEMP HELP W/E 3/10 EVANS 100-164-604-5118 REISSUE:FACEPAINT1NG 7/7/95 190-183-999-5320 ITEM AMOUNT 225.00 150.00 200.00 800.00 150.00 20,036.27 20.17 160.99 210.06 15.61 195.00 134.97 130.00 543.47 24.99 28.84 51.88 3.99 3.98 204.58 42.04 1~390.00 254.95 90.10 200.70 192.63 24.00 5,000.00 113.15 219.65 35.00 PAGE 2 CHECK AMOUNT 225.00 150.00 200.00 950.00 20,036.27 20.17 379.05 15.61 195.00 134.97 130.00 649.18 254.59 1~390.00 345.05 200.70 192.63 24.00 5,000.00 332.80 35.00 VOUCHRE2 CITY OF TEHECULA PAG.r-,--,3 03/28/96 10:12 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK NUMBER 28376 28377 28378 28379 28380 28380 28380 28380 28381 28381 28382 28383 28384 28385 28386 28386 28386 28386 28386 28386 28386 28386 28386 28386 28386 28386 28386 28386 28387 28388 28388 28388 28388 28389 28389 28390 28390 CHECK DATE 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 VENDOR VENDOR NUMBER NAME 000210 LEAGUE OF CAL. CITIES - 002261 LONRKE GENERAL CONTRACT 001967 MANPOWER TEMPORARY SERV 001905 MEYERS# DAVID WILLIAM 001384 MINUTEMAN PRESS 001384 MINUTEMAN PRESS 001384 MINUTEMAN PRESS 001384 MINUTEMAN PRESS 000228 MOBIL, INC. 000228 MOBIL, INC. NATIONAL VENTURE CAPITA 002105 OLD TOWN TIRE & SERVICE 000667 P A P A PAYNE, JOAN 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 000249 PETTY CASH 002110 PRIME EQUIPMENT 000260 RAN-TEC RUBBER STAMP MF 000260 RAN-TEC RUBBER STAMP MF 000260 RAN-TEC RUBBER STAMP MF 000260 RAN-TEC RUBBER STAMP MF 000947 RANCHO BELL BLUEPRINT C 000947 RANCHO BELL BLUEPRINT C 000262 RANCHO CALIFORNIA WATER 000262 RANCNO CALIFORNIA WATER ITEM ACCOUNT DESCRIPTION NUMBER PUB:YOUTH VIDEO/PLANNING GUIDE 190-180-999-5228 HEALTH ZONE T.I. TEMECULA PLZA 280-1520 TEMP HELP LIPOSC 3/3 SNYD 3/10 100-164-601-5118 TCSD INSTRUCTOR EARNINGS 190-183-999-5330 BUSINESS CARDS MJ MCLARNEY TAX CITY SEAL MEMO PAD/PAPER TAX 001-110-999-5220 001-110-999-5220 190-180-999-5220 190-180-999-5220 MAR FUEL CHRGES-POLICE/PLANNIN 001-161-502-5262 MAR FUEL CHRGES-POLICE/PLANNIN 001-170-999-5262 S.D.NTWRKING LUNCH:MJM:4/9/96 001-110-999-5260 90-003 VEHICLE HAINT/MA]NT DIV 100-164-601-5214 PEST CNTRL CONF:HARTLEY:3/12 190-1B0-999-5261 REFUND-GYMNASTICS REGISTRATION 190-183-4982 REIMB:INLAND EMPIRE MTG REIMB:BIOCOM CONF:MJM: 3/20 REIMB:SW COUNTY TOUR RE[MB:PICCA-DEL:D[R PRJT MTG REIMB:PERS WKSHP 3/20:LANIER REIMS:COSTCO:FILM REIMB:INTERNET SEM 3/14: REIMB:INTERNET SEM 3/14: REIMB:INTERNET SEM 3/14: REIMB:INTERNET SEM 3/14: 001-110-999-5260 001-110-999-5260 001-110-999-5260 001-110-999-5260 001-150-999-5260 001-161-502-5220 001-161-501-5260 001-161-502-5260 001-163-999-5260 001-150-999-5260 REIMB:MAINT CREW MEAL OVRNIGHT 100-164-601-5260 REIMB:ITE MTG 1/15 MOCHADAM 100-164-602-5260 REIMB:REFRESHMNTS BUDGET WKSHP 190-180-999-5260 REIMB:LUNCH DEPT BUDGET MTG 190-180-999-5260 SCISSOR LIFT RENTAL-PARKS 190-180-999-5238 REBAND DATE STAMP COSCO DATER FOR DATE STAMP TAX NAME BADGE:V, GRAGE 001-140-999-5250 001-140-999-5250 001-140-999-5250 001-161-501-5220 BLUEPRINT-RANCHO CA SPTS RSTRM 210-190-146-5802 LARGE PLAN BAGS FOR B&S 001-162-999-5230 FEB WTR USAGE-VARIOUS LOCATION 190-180-999-5240 FEB WTR USAGE-VARIOUS LOCATION 193-180-999-5240 ITEM AMOUNT 25.00 3,088.00 645.37 256.00 190.45 14,76 42.10 3.26 18.35 111.25 45.00 12.16 55.00 40.00 12.00 25,00 6.00 15.41 5.98 26.93 5.00 5.00 10.00 10.00 10.75 14.00 21.98 53.00 137.14 15.00 70.00 6.59 4.85 60.45 32.33 398.12 817.77 CHECK AMOUNT 25.00 3,088.00 645.37 256.00 250.57 129.60 45.00 12.16 55~,,00 221.05 137.14 96.44 92.~ 1,Z VOUcJ~m~2 CITY OF TEMECULA PAGE 4 O' 5 10:12 VOOCHER/CHECK REGISTER FOR ALL PERIOOS VOUCHER/ CHECK NUMBER 28391 28391 28391 28391 28391 28392 28392 28393 28402 28402 28402 28403 28404 28405 28~05 28405 28405 28406 28406 28407 28407 28408 28409 28410 28411 28412 28412 28413 28414 28415 CHECK DATE 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 03/28/96 VENDOR VENDOR ITEM NUMBER NAME DESCRIPTION 000907 RANCHO CAR WASH VEHICLE DETAILING & MAINT/LAND 000907 RANCNO CAR WASH VEHICLE DETAILING & MAINT. 000907 RANCHO CAR WASH VEHICLE DETAILING & MAINT. 000907 RANCHO CAR WASH VEHICLE DETAILING & NAINT. 000907 RANCHO CAR WASH VEHICLE DETAILING & MAINT. 000426 RANEHO INDUSTRIAL SUPPL JANITORIAL SUPPLIES-PARKS 000426 RANCHO INDUSTRIAL SUPPL JANITORIAL SUPPLIES-SR CNTR 000352 RIVERSIDE CO. ASSESSOR MAP COPIES FOR TCSD 001365 RIVERSIDE CO. ENVIRONME HEALTH PERMITS-RCHO VISTA PC<)L 001365 RIVERSIDE CO. ENVIRONME HEALTH pERMIT-COMM REC CENTER 001365 RIVERSIDE CO. ENVIRONME HEALTH pERMIT-PALOMA DEL SOL P 002263 RIVERSIDE/SAN BERNARDIN MEMEBERSHIP:J. KiCAK 000873 ROBERTS, RONALD H. REIMB:LEAGUE:R.ROBERTS:3/8-12 000704 S K S, INC/INLAND OIL MAR 96 FUEL FOR CITY VEHICLES 000704 S K S, INC/INLAND OIL MAR 96 FUEL FOR CITY VEHICLES 000704 S K S, INC/INLAND OIL MAR 96 FUEL FOR CITY VEHICLES 000704 S K S, INC/INLAND OIL MAR 96 FUEL FOR DITY VEHICLES 000704 S K S, INC/INLAND OIL MAR 96 FUEL FOR CITY VEHICLES 000704 S K S, INE/INLAND OIL MAR 96 FUEL FOR CITY VEHICLES 000537 SOUTHERN CALIF EDISON - 2-03-464-5382 RANCHO VISTA IRR 000537 SOUTHERN CALIF EDISON ' 2-02-351-6685 YNEZ RD PED 001212 SOUTHERN CALIF GAS COMP 021-725-0700 SR CENTER 001212 SOUTHERN CALIF GAS COMP 091-024-9300 CRC GAS BILL 000925 SOUTHWEST SPECIALTIES HEALTH ZONE LOAN'TENANT IMPROV 000521 STEWART~ BRUCE M. MAR STREET ADDRESSING SERVS 001672 TEMECULA DRAIN SERV & P PLUMBING SERVS-HINTERGARDT PRK TEMECULA PLAY & LEARN S REFUND-SECURITY DEPOSIT 000320 TDWNE CENTER STATIONERS MISG OFFICE SUPPLIES'PW ADMIN 000320 TOWNE CENTER STATIONERS MISC OFFICE SUPPLIES:PW ADMIN 000826 TRAVEL TRUST AIR:LEG CONF 4/IO:SOL/NIM/MILL WAKOSKI, NOELLE REFUND-WOMENIS SELF DEFENSE 001939 WINDSOR PROJECTS, INC. CITY HALL APR RENT/MAR CAM ACCOUNT NUMBER 001'163'999-5214 001-162-999-5214 190-180-999-5214 001-110-999-5214 001'110-999'5263 190-180-999'5212 190-180-999'5212 190-180'999-5220 190-180-999-5250 190-182-999-5250 190-180-999-5250 100-164-604-5226 001-100-999-5258 100-164-601-5Z63 001-163-999-5263 001-165-999-5263 001-110-999-5263 190-180-999-5263 001-162-999-5263 193-180-999-5240 191-180-999-5240 190-181-999-5240 190-182-999-5240 280-1520 001-162-999-5250 190-180-999-5212 190-2900 100-164-604-5220 100-164-604-5220 190-180-999-5258 190-183-4982 340-199-999-5234 ITEM AMOUNT 12.00 16.00 12.00 4.00 11.97 139.64 195.31 9.50 420.00 326.00 326.00 25.00 80.25 620.39 144.65 26.24 21.38 326.35 113.70 15.95 18.15 117.24 1,199.56 5,819.94 200.00 57.00 100.00 91.21 27.72 402.00 25.00 11,695.41 CHECK AMOUNT 55.97 334.95 9.50 1,072.00 25.00 80.25 1,252.71 34.10 1,316.80 200.00 57.00 100.00 118.93 402.00 25.00 TOTAL CHECKS 381,045.66 VOUCHRE2 CITY OF TEMECULA PAGF_,.~ 4 03/28/96 11:12 VOUCHER/CNECN REGISTER FOR ALL PERIOOS FUND TITLE 001 GENERAL FUND 100 GAS TAX FUND 165 RDA DEV- LOW/MOO 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 REDEVELOPNENT AGENCY - CIP 300 INSURANCE FUND 320 INFORMATION SYSTEMS 330 SUPPORT SERVICES 340 FACILITIES TOTAL AMOUNT 334~322.79 199,831.92 8.11 14,886.06 20.52 2.80 23#941.82 6.89 23#273.34 141128.67 7~479.89 56~883.00 2.85 77.14 674,865.80 VO~rj,~.~E2 CZTY OF TENECULA PAGE 1 07 5 11:12 VOUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME 28417 04/09/96 001916 ALBERT A. WEBB ASSOCIAT 28418 04/09/96 001281 ALHAMBRA GROUP 28418 04/09/96 001281 ALHAMBRA GROUP 28419 04/09/96 000123 BURKE WILLIAMS & SORENS 28419 04/09/96 000123 BURKE WILLIAMS & SORENS 28419 04/09/96 000123 BURKE WILLIAMS & SORENS 28419 04/09/96 000123 BURKE WILLIAMS & SORENS 28419 04/09/96 000123 BURKE WILLIAMS & SORENS 28419 04/09/96 000123 BURKE ~ILLIAMS & SORENS 28419 04/09/96 000123 BURKE ~ILLIAMS & SORENS 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF iNDU 28~20 04/09/96 002254 CALIFORNIA DEPT OF iNDU 04/09/96 002254 CALIFORNIA DEPT OF INDU 04/09/96 002254 CALIFORNIA DEPT OF INDU 28~20 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28420 04/09/96 002254 CALIFORNIA DEPT OF INDU 28422 04/09/96 002086 CALIFORNIA PAVEMENT MAN 28422 04/09/96 002086 CALIFORNIA PAVEMENT MAN 28422 04/09/96 002086 CALIFORNIA PAVEMENT MAN 28423 04/09/96 000864 CORONA CLAY CO., INC. 28423 04/09/96 000864 CORONA CLAY C0., INC. 28423 04/09/96 000864 CORONA CLAY CO., INC. 28424 04/09/96 002171 DIVERSIFIED COMMUNICATI ITEM DESCRIPTION DESIGN/GTH ST PARKING/JAN 96 DESIGN SERVICES"MARGARITA PARK TCSD DETAILS AND SPECIFICATION CREDIT:NEED BACK UP DOCUMENTS FEB LEGAL SRVCS GENERAL/CLAIMS FEB LEGAL SRVCS GENERAL/CLAIMS FEB LEGAL SRVCS GENERAL/CLAIMS FEB LEGAL SRVCS/RDA FEB GENERAL RETAINER FEB LEGAL SRVCS/GENERAL 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMEMT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSNA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT 1995 CAL OSHA ASSESMENT SLURRY SEAL PROJECT PW95-18 CHANGE ORDER #1PW95-18 RET: W/HELD PYMT #2/PW95-18 BALLFIELD RENOVATION MOUND MIX/DELIVERED TAX ENG SERVS FOR RADIO SYSTEM ACCOUNT NUMBER 280-199-804-5802 193-180-999-5250 280-199-999-5246 190-180-999-5246 001-130-999-5246 300-199-999-5246 280-199-999-5246 001-130-999-5246 001-130-999-5246 001-100-999-5112 001-110-999-5112 001-140-999-5112 001-150-999-5112 001-161-502-5112 001-162-999-5112 001-163-999-5112 001-165-999-5112 100-164-604-5112 165-199-999-5112 190-180-999-5112 190-181-999-5112 190-182-999-5112 190-183-999-5112 191-180-999-5112 192-180-999-5112 193-180-999-5112 194-180-999-5112 280-199-999-5112 300-199-999-5112 320-199-999-5112 330-199-999-5112 340-199-999-5112 340-199-999-5112 100-164-601-5402 100-2035 190-180-999-5212 190-180-999-5212 190-180-999-5212 320-199-999-5248 ITEM AMOUNT 11,160.00 1,305.00 56.00- 1,823.60 6,474.53 7,477.12 2,999.35 4,500.00 1,826.79 27.16 42.48 26.67 51.08 17.93 131.40 94.87 163.41 197.83 220.26 344.39 8.11 378.68 28.92 30.77 48.96 20.52 2.80 41.35 6.89 25.32 2.77 7.44 2.85 77.13 .01 184,242.40 2,390.41 18,663.28- 1,275.00 450.00 133.69 2,175.00 CHECK AMOUNT 11,160.00 8,480.00 25,045.39 2,000.00 167,969.53 1,858.69 2,175.00 04/09/96 000164 ESGIL CORPORATION FEB 95 PLAN CHECK SERVS 001-162-999-5248 1,947.62 VOUCHRE2 CITY OF TEMECULA 03/28/96 11:12 VOUCHER/CHECK REGISTER FOR ALL PERIOOS VOUCHER/ CHECK NUMBER 28425 28426 28426 28427 28428 28428 28428 28428 28428 28428 28429 28430 28431 28431 28432 28433 28434 28435 28435 28435 28435 28435 28435 28435 28435 28435 28435 28435 28435 28435 28435 28436 28437 28438 28439 28439 28439 CHECK DATE 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 04/09/96 VENDOR VENDOR NUMBER NAME 000164 ESGIL CORPORATION 001056 EXCEL LANDSCAPE 001056 EXCEL LANDSCAPE 002175 FIELD~ SCOTT F. 000178 GOLDEN STATE TRADING CO 000178 GOLDEN STATE TRADING CO 000178 GOLDEN STATE TRADING CO 000178 GOLDEN STATE TRADING CO 000178 GOLDEN STATE TRADING CO 000178 GOLDEN STATE TRADING CO 002220 HAM RADIO OUTLET, INC 001982 L WILLIAM5 LANDSCAPE, I 000226 MICRO AGE COMPUTER CENT 000226 MICRO AGE COHPUTER CENT 001007 N P G CORP. 001327 RANCHO RECYCLED PRODUCT 000354 RIVERSIDE CO. HEALTH -A 000406 RIVERSIDE CO. SHERIFFIS 000406 RIVERSIDE CO. SHERIFFIS 000406 RIVERSIDE CO. SHERIFF~S 000406 RIVERSIDE CO. SHERIFFIS 000406 RIVERSIDE CO. SNERIFF~S 000406 RIVERSIDE CO. SNERIFF~S 000406 RIVERSIDE CO. SNERIFF~S 000406 RIVERSIDE CO. SHERIFFIS 000406 RIVERSIDE CO. SHERIFF'S 000406 RIVERSIDE CO. SHERIFFIS 000406 RIVERSIDE CO. SNERIFF'S 000406 RIVERSIDE CO. SHERIFF~S 000406 RIVERSIDE CO. SHERIFF'S 000406 RIVERSIDE CO. SHERIFF'S 000815 ROWLEY, CATHERINE 000420 TRANS-PACIFIC CONSULTAN 000329 URBAN DESIGN STUDIO, IN 000379 W DEAN DAVIDSON CO. 000379 W DEAN DAVIDSON CO. 000379 W DEAN DAVIDSON CO. ITEM ACCOUNT ITEM DESCRIPTION NUMBER AMOUNT FEB 95 PLAN CHECK SERVS 001-162-999-5248 LDSC MAINT/TCSD SLOPES/MARCH 193-180-999-5415 LDSC NAINT/R.C. SPRTS PK/NARCH 190-180-999-5415 JAN CABLE TV FRANCHISE REVIEW 001-130-999-5246 730.14- 18,669.33 7,605.64 1,101.77 PENTIUM 133MHZ COMPUTER 001-171-999-5604 2,616.00 TAX 001-171-999-5604 202.74 16 PENTIUM COMPUTERS 320-1970 37,696.00 TAX 320-1970 2,921.44 4 PENTIUM COMPUTERS 320-1970 10,464.00 TAX 320-1970 810.96 UPGRADE MOBILE RADIO BAND-EOC 320-1950 RIGHT OF WAY TREE TRIMMING 100-164-601-5402 1,348.15 9,930.00 COMPUTERS BATTERY BACK-UPS 320'1970 1,355.00 TAX 320'1970 105.01 100-164-601-5402 DEL REY ASPHALT REPAIRS RAIL FENCE @ WOODCREST CNTY 193-180-999-5212 OCT 95 ANIMAL CONTROL SERVS 001'172'999-5255 001-170-999-5288 001-170-999-5299 001-170-999-5298 001-170-999-5294 001-170-999-5290 001-170-999-5291 001-170-999-5291 001-170-999-5281 001-170-999-5282 001-170-999-5262 001-170-999-5234 001-1230 001-1230 001-170-999-5234 LA~ ENFORCEMENT 12/21-1/17/96 LAW ENFORCEMENT 12/21-I/17/96 LA~ ENFORCEMENT 12/21'1/17/96 LA~ ENFORCEMENT 12/21'1/17/96 LA~ ENFORCEMENT 12/21'1/17/96 LAW ENFORCEMENT 12/21-1/17/96 LAW ENFORCEMENT 12/21'1/17/96 LAW ENFORCEMENT 12/21'1/17/96 LAW ENFORCEMENT 12/21-1/17/96 LAW ENFORCEMENT 12/21-1/17/96 LAW ENFORCEMENT 12/21-1/17/96 SCNL OFFICER 12/1-1/17 (K-B) SCHL OFFICER 12/1'1/17 (HIGH) OVRCHGED FOR FACILITIES TCSD INSTRUCTOR EARNINGS 190-183-999-5330 JAN ENG SERVS-WESTERN BY-PASS 210-165-612-5802 MAR SERVS-CITYWIDE DESIGN GUID 001-161-502-5248 MAR PRGSS PMT-CITY YARD DESIGN 210-190-144-5802 MAR PRGSS PMT-CITY YARD DESIGN 210-190-144-5802 CRC MODIFICATION DESIGN 210-190-146-5802 2,851.00 3,926.14 4,197.94 197,811.45 28,880.86 18,913.36 10,203.98 5,362.56 1,990.05 1,705.20 16,247.83 2,844.80 12~137.22 8,680.42 1,990.05 1~705.20 2,301.53' 1,500.00 7,335.52 5,041.00 6,668.50 841,59 1,180.00 CHECK AMOUNT 1,217.48 26,274.97 1,101.77 54,711.14 1,348.15 9,930.00 1,460.01 2,Z~ 3,926.14 4,197.94 306,171.45 1,500.00 7,355.52 5,041.00 CITY OF TEMECULA PAGE 3 11:12 VQUCHER/CHECK REGISTER FOR ALL PERIODS VOUCHER/ CHECK CHECK VENDOR VENDOR NUMBER DATE NUMBER NAME 28439 04/09/96 000379 W DEAN DAVIDSON CO. 28440 04/09/96 001881 WATER SAFETY PROOUCTS, 28440 04/09/96 001881 WATER SAFETY PRODUCTS, 28440 04/09/96 001881 WATER SAFETY PRODUCTS, 28441 04/09/96 001867 WEST COAST ARBORISTS, I ITEM DESCRIPTION REIMB ITEM FOR CRC MOD DESIGN AQUATIC SUPPLIES-WOMEN'S SUITS FULL LENGTH NECK LANYARD AQUATIC SUPPLIEB-MEN~S SUITS CITY WIDE TREE TRIMMING PRJT ACCOUNT NUMBER 190-183-999-5310 190-183-999-5310 100-164-601-5402 ITEM AMOUNT 72.7'3 840.00 10.80 760.00 18,737.00 CHECK AMOUNT 8,762.82 1,610.80 18,737.00 TOTAL CHECKS 674,865.80 ITEM 4 TO: FROM: DATE: SUBJECT: APPROV~T, CITY ATTORNE~f DIRECTOR OF CITY MANAGER CITY OF TEMECULA AGENDA REPORT City Manager/City Council Genie Roberts, Director of Finance April 9, 1996 City Treasurer's Report as of February 29, 1996 PREPARED BY: Steve Oakley, Accountant RECOMMENDATION: That the City Council receive and file the City Treasurer's Report as of February 29, 1996. BACKGROUND: 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 the Code Sections as of February 29, 1996. FISCAL IMPACT: None ATTACHMENTS: 1. City Treasurer's Report as of February 29, 1996 2. Schedule of Assets, Liabilities, and Fund Equity as of February 29, 1996 City of Temecula City Treasurers Report As of February 29, 1996 Cash Activity for the Month of February: Cash and Investments as of February 1, 1996 Cash Receipts Cash Disbursements Cash and Investments as of February 29, 1996 $ 54,512,529 2,712,818 (4,194,055) $ 53,031,292 Cash and Investments Portfolio: Type of Investment Petty Cash General Checking Benefit Demand Deposits Local Agency investment Fund Deferred Compensation Fund Deferred Compensation Fund Defined Contribution Fund Trust Accounts-TCSD COPs Reserve Account-TCSD COPs Trust Accounts-RDA Bonds Construction Fund-RDA Bonds Reserve Account-RDA Bonds institution City Hall First Interstate First Interstate State Treasurer ICMA PEBSCO PEBSCO First Trust BofA - Bayedsche Landesbank First Trust BofA - Bayedsche Landesbank BofA - Bayerische Landesbank Yield Balance $ 800 (848.767) (1) 4,018 (1) 5.643 % 39,209,552 289,439 420,168 29,565 5.290 17,635 6.870 502,690 5.290 1,071,272 5.000 10,886,000 7.400 1,448,920 $ 53,031.292 (1)-This amount is net of outstanding checks. Per Government Code Requirements, this Treasurer's Report is in compliance with the City of Temecula's investment policy and there are adequste funds available to meet budgeted and actual expenditures of the City of Temecula for the next thirty days. City of Teme~ula Schedule of Assas, Liabilities, and Fund Balances As of Fefuury 29, 1996 Community Services Re. development City (1) District Agency Total Cash and mvesunents $ 30,091,317 $ 2,203,207 $ 20,736,768 $ 53,031,292 Receivables 2,675,817 123,050 194,312 2,993,179 Due from other funds 539,101 539,101 Land held for resale 918,171 2,103,053 3,021,224 Prepaid asse, ts 73,130 73,130 Fixed assets-net 481,979 481,979 Total assets $ 34,779,515 $ 2,326,257 $ 23,034,133 $ , 6_0,139,905 Liabilities and fund equity: Liabilities: Due to other funds $ 506,301 $ 32,800 $ 539,101 Ofuer liabilities 2,398,018 $ 187,041 278,247 2,863.306 Total liabilities 2,904,319 187,041 311,047 3,402,407 Fund equity: Contributed capital 1,055,344 1,055,344 Retained earnings 625,739 625,739 Fund balances: Reserved (2) 4,967,373 793,139 10,926,586 16,687,098 Designated (3) 20,195,537 1,363,566 11,796,500 33,355,603 Undesignated 5.031,203 (17,489) 5,013,714 Total fund equity 31,875,196 Total liabilities and fund equity $ 34,779,515 $ 2,139,216 22,723,086 56,737,498 2,326,257 $ 23,034,133 $ 60,139,905 (1) Includes General Fund, CIP Fund, Gas Tax Fund, ofuer special revenue funds, and deferred comp agency funds. (2) Includes amounts reserved for encumbrances, land held for resale, long-term notes receivable, low/rood housing, and debt servioe. (3) Includes amounts designated for economic uncertainty, future capital projects, debt service, and continuing appropriations. ITEM 5 TO: FROM: DATE: SUBJECT: APPROVAL CITY ATTORNEY CITY OF TEMECULA AGENDA REPORT City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer April 9, 1996 Release of Bonds for Margarita Road Widening Improvements. (Margarita Road between Rancho California Road and La Serene Way) PREPARED BY: ,~'Steven W. Cresswell, Principal Engineer ,/~ Albert K. Crisp, Permit Engineer RECOMMENDATION: That the City Council AUTHORIZE release of the Faithful Performance and Labor and Material Bonds posted in accordance with the Agreement between the City and the Margarita Village Retirement Community, Inc., for the widening of Margarita Road between Rancho California Road and La Serene Way, and DIRECT the City Clerk to so notify the Contractor and Surety. BACKGROUND: Vesting Tract Map No. 23371 ,Amendment No. 1, was conditionally approved by the County of Riverside to complete the widening of the east side of Margarita Road between Rancho California Road and La Serene Way prior to the issuance of a Certificate of Occupancy for the first residential unit. In an effort to expedite the construction of this primary transportation link, the City Council directed staff to negotiate with the owners of Vesting Tract No. 23371 for the installation of these street improvements at the earliest possible time. As a result of this negotiation, the City of Temecula agreed to fund the immediate construction of Margarita Road and be reimbursed through a surcharge placed on the issuance of building permits. On June 14, 1994,the City Council approved an agreement with Margarita Village Retirement Community, Inc. (MVRCI), providing for the financing and construction of the east side of Margarita Road between Rancho California Road and La Serene Way to ultimate width, and authorized the Mayor to execute the agreement. The cost of construction was $146,922.38 based on invoices presented by MVRCI for the construction of these improvements. MVRCI has been paid for this work per the agreement and previous City Council action. The City will be reimbursed through a surcharge of $183.65/dwelling unit on the first 800 building permits issued within Tract No. 23371. In accordance with the agreement, and to guarantee construction of the street improvements, The Aetna Casualty and Surety Company posted bonds in behalf of MVRCI as follows: 1. Faithful Performance 2. Labor and Materials Bond No. 8S100869980-94-61 Bond No. 8S100869980-94-61 $168,517.00 $84,258.50 On December 13, 1994,the City Council accepted the public improvements constructed under the terms of the agreement and accepted the maintenance responsibilities therefor. No action was requested or taken for release of the subject faithful performance or labor and materials bonds at that City Council meeting. MVRCI is requesting that these bonds be released. FISCAL IMPACT: None. Attachment: Location Map r:\agdrpt\96\O409\margroad.imp Margarita Road Rancho California Road to La Serena Way Location Map ITEM 6 CITY OF TEMECULA AGENDA REPORT APPROVAL ~(~ CITY ATTORNEY FINANCE DIREC CITY MANAGE TO: FROM: DATE: SUBJECT: City Manager/City Council Joseph Kicak, Director of Public Works/City Engineer April 9, 1996 Solicitation of Construction Bids and Approval of Plans and Specifications for the FY95-96 Concrete Repairs (Project No. PW96-06) PREPARED BY: 0~,~Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council approve the Construction Plans and Specifications and authorize the Department of Public Works to solicit construction bids for Project No. PW96-06, FY95-96 Concrete repairs. BACKGROUND: The Public Works Department has two procedures for effectuating street maintenance. The first procedure addresses immediate repairs through a weekly sealed bid/work order system for work under $25,000. The second procedure involves compiling a list of concrete repairs that don't require immediate attention over a period of six (6) months. This work includes concrete sidewalk repairs, removal and replacement of curb and gutter, removal and replacement of concrete cross gutters, removal and replacement of catch basin lids, and repair of under sidewalk drains. This list has been "grouped" together to form a cost effective project. Upon authorization and approval, Project No. PW96-06 will be advertised for twenty-one (21 ) days, with the bid opening on April 30, 1996. This project has an estimated construction time of forty-five (45) working days to complete. The Plans, Specifications and Contract Documents have been completed and the project is ready to be advertised for construction. These Plans and Specifications are available for review in the City Engineer's office. All plans used in the construction of this project are City of Temecula Standard Plans approved by the City Council in November, 1991. The Engineer's estimate for this project is ~75,000. r:\agdrpt\96%O409\pw96-O6PC,bidlajp FISCAL IMPACT: Funds are available in the Public Works Department Routine Street Maintenance Account 100- 164-601-5402. Attachment: Citywide P~C.C. Repair Program - Locations and Scope of Work r:%agdrpt\96\O409%pw96-O6PC,bid/ajp CITY OF TEMECULA DEPARTMENT OF PUBLIC WOR~rR CONCRETE LIST 1996 ATrACIIMENT "A" LOCATION SCOPE OF WORK ' Guile Katerine ~, l.eigh Lane (9 x 10) spandral Calle Katefine @ Leigh Lane (6 x 9) cross gutter Margarita Road 100 ft s/o Via La Vida (10 x 5) Calle Medusa 200 ft s/o Nicholas Road (34 x 6) 40360 Calle Medusa (27 x 6) ' '~tonewood Road 175 ft w/o Margarita Solana Way 2 light poles w/o Del Rey on south side of street 29515 Ave. Del Sol (5 x 12) Loma Portola Drive @ Camino Del Sol Drive at center median Las VioleRas Court n/o Camino Del Sol at center median Calle Tajo next to catch basin Loma Portola @ Camino Del Sol Drive n/e corner in front of fire hydrant La Primavera Street @ Pauba center median north end Rancho Vista @ Ynez at catch basin south side Margarita 100 ft s/o Via La Vida 29879 Camino Del Sol Drive )855 Camino Del Sol Drive R & R part of spandral R & R cross gutter R & R under sidewalk drain (remove metal lid from under sidewalk drain and install concrete lid) R & R concrete cross gutter R & R sidewalk R & R catch basin bar R & R concrete sidewalk (20x5'6") R & R down spout and root prone R & R curb and gutter and root prone R & R curb and gutter and root prone R & R sidewalk R & R curb and gutter R & R curb and gutter R & R curb and gutter R & R under sidewalk drain R & R curb and gutter R & R curb and gutter and root prune QUANTITY LF SF 90 54 204 162 1 120 60 34 35 55 20 43 32 1 20 20 A-2 r:Xaminficonliat.96 th ATTACHMY_ANT "A" LOCATION Acrnss from 29781 Camino Dcl Snl Drive at center median Across from 29780 Camino Del Sol Drive at center median Across from 29740 Camino Del Sol Drive end of center median 29781 Camino Del Sol Drive 29820 Camino Del Sol Drive 29833 Camino Del Sol Drive 42800 and 42801 Las Violettas Court 42701 Las Violettas Court at D/A 42680 Las VioleRas Court 29961 Camino Del Sol Drive Across from 29961 Camino Del Sol Drive west end of median Across from 29961 Camino Del Sol Drive at fire hydrant Diaz Road 125 ft n/o Rio Nedo w/side 27711 Diaz n/o Hudson RCI at concrete down spout Del Rio @ Via Monte Zuma Madison Avenue @ Sanborne Diaz Road 300 ft s/o Winchester e/side Rio Nedo @ Diaz spandral (18 x 17) and cross gutter (22 x 6) Felix Valdez Avenue @ Vincent Moraga (17 x 17) spandral (17 x 9) spandral (45 x 6) cross gutter ' SCO~E OF WORK · .....:. ,., R & R curb and gutter and root prune R & R curb and gutter R & R curb and gutter R & R curb and gutter and root prune R & R curb and gutter and root prune R & R curb and gutter and root prune R & R curb and gutter and root prune R & R curb and gutter and root prune R & R curb and gutter R & R curb and gutter and root prune R & R curb and gutter and root prune R & R curb and gutter R & R curb and gutter R & R curb and gutter R & R catch basin bar R & R catch basin bar Instill safety bar R & R spandral R & R cross gutter R & R concrete cross gutter and spandrals QUANTITY LF SF 21 21 21 20 20 50 53 16 15 43 21 14 30 24 1 1 1 438 712 A-3 r:\maint\eonliat.96 th ATTACI-IM~NT "A" LOCATION l)iaz 200 l~ n.o Via I)os Pieos by con:rele V<litch and vent 27711 Diaz south D/A 27711 Diaz 25 ft n/o south D/A Diaz 100 ft s/o Blackdeer Loop Diaz 200 ft s/o Avenue Alvaratio next to catch basin Pujol Street @ 1st (12 x 21) Pujol Street across from 28816 Pujol (Community Center) in front of fire hydrant 28816 Pujol Street Community Center at - north D/A ~lain Street @ Pujol Street (38 x 6) Felix Valdez @ Rancho California Business Center in front of fire hydrant Del Rio @ Front Street in from of D/A La Paz Road s/o 79 South end of cul de sac (4 x 12) 28816 Pujol Street (45 x 6) south end of parking lot 28816 Pujol Street (15 x 6) at south D/A 28816 Pujol Street (4 x 6) next to mail box 28816 Pujol Street (10 x 6) in front of caboose SCOPE OF ,M,'ORK R & R curb and gutter R & R curb and gutter R & R curb and gutter R & R curb and gutter R & R curb and gutter R & R concrete cross gutter R & R curb and gutter R & R curb and gutter R & R concrete cross gutter R & R curb and gutter R & R curb and gutter R & R under sidewalk drain - remove metal lid from under sidewalk drain and install concrete lid R & R sidewalk and root prune 3 trees R & R sidewalk R & R sidewalk R & R sidewalk QUA,'~FrlTY LF $F 32 10 25 32 38 252 18 20 228 9 30 1 270 90 24 60 A-4 r:xmaim\conliat,96 th TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council AF:'PROVAL CITY ATTORNEY FINANCE DIREC CITY MANAGE Joseph Kicak, Director of Public Works/City Engineer April 9, 1996 Award a Contract to Remove and Replace A.C. on Winchester Road, Public Works Maintenance - Project No. PW95-96-21 PREPARED BY: Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council award a contract to Nelson Paving and Sealing (NPG, Corp.), to remove and replace A.C. for east and west bound traffic on Winchester Road between bridge deck and Enterprise Circle South. BACKGROUND: In March, 1996 the Public Works Department, in conformance with the City's current purchasing procedures requested proposals for a Public Works Maintenance Project No. PW95- 96-21. One (1) sealed bid was received for the following scope of work: Remove end replace 8,358 Sq. Ft. of A.C. for east and west bound traffic on Winchester Road between bridge deck and Enterprise Circle South. The bid received is as follows: NPG Corporation $14,931.00 NPG Corporation 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. The Engineer's estimate for the work described was $18,400.00. FISCAL IMPACT: Funds are available in the Public Works Department Routine Street Maintenance, Account No. 100-164-601-5402for the proposed work on Winchester Road. Attachments: Contract r:~agd~pt\96\O409\nelwin~h.bld/ajp CITY OF TEMECULA WORK ORDER ~5-96-21 AGREEMENT THIS AGREEMENT, made this 9th day of April. 1996, 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 Nelson Paving and Sealing, Corp. 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.95-96-21 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 Less. Fiscal Year 1995-96. ("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 Works Standards Drawings 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 Stm~dard 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 Fourteen Thousand Nine Hundred Thirty-One and No Cents(S14.931.00), 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. 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, injures, 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 aegligence 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 anrd 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. By: Name: Title: Nelson Paving and Sealing Corp. P.O. Box 1515 Perris, California 92572 CITY OF TEMECULA Karel F. Lindemans, Mayor ATTEST: June S. Greek, City Clerk (Date) APPROVED AS TO FORM: Peter M. Thorson, City Attorney PROJECT NO. 95-96-21 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 vatuable 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 ager~ts and employees with regard to any matter arising from the construction or the above referenced proje~ 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) ITEM 8 TO.' FROM: DATE: SUBJECT: APPROVAL ~ CITY ATTORNEY CITY OF TEMECULA AGENDA REPORT City Council/City Manager Joseph Kicak, Director of Public Works/City Engineer April 9, 1996 Contract Change Order No. 2 for Citywide A.C. Street Repair, Project No. PW95-20 PREPARED BY: ~X/~ Bradley A. Buron, Maintenance Superintendent RECOMMENDATION: That the City Council approve Contract Change Order No. 2 for Citywide A.C. Street Repair, Project No. PW95-20, for additional A.C. overlays in the amount of $1,193.50. BACKGROUND: On November 14, 1995, the City Council awarded a contract for Citywide A.C. Street Repairs, Project No. PW95-20 to Hillcrest Contracting for $57,110.00. During the A.C. overlay operation of the project 1,085 scl. ft. of additional overlay was encountered citywide. The original unit price for this item of work is $1.10 sq. ft. This brings the total amount to $1,193.50. Total cost for Project No. PW95-20 $64,014.50. FISCAL IMPACT: Contract Change Order No. I was approved by the City Manager for a total amount of $5,711.00. This project is being funded through Routine Street Maintenance Account No. 100-164-601-5402. Attachments: Contract Change Order No. 2 City of Temecula 43174 Business Park Dnve· Temecula, California 92590 PROJECT: City Wide A.C. Street ReDair [9091 694-1989 · FAX (909) 6, CONTRACT CHANGE ORDER NO. 2 CONTRACT NO. PW95-20 SHEET 1 of 1 TO CONTRACTOR: Hillcrest Contractina NOTE: This change order is not effective until aDoroved by the Superintendent. CHANGE REQUESTED BY: Bradley A. Buron, Maintenance Superintendent An INCREASE in the following items: Additional A.C. Overlays - 1,085 Sq. Ft. @ $1.1Osq. ft. Sub-Total $1,1 93.50 TOTAL $1,193.50 Original Contract Amount ................................... Project Contingency Amount ................................. Contract Change Order No. 2 ................................ Total Contract Amount ..................................... 57,110.00 5,711.00 1,193 r~ 64,01 Adjustment of Working Days ................................. 0 Approved: Maint. Superintendent By: By: ~ ~. ~ Dam: We the undermgned contractor have gsven careful consideration to the change proposed and hereby agree. If this proposal ~s approved, that we will provide all equipment, furnish all nnateriais, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above. (signature) Contractor: Hillcrest Contractina (company's name) Title: ~eside~t ITEM 9 APPROVAL ~ CITY ATTORNEY FINANCE DIRECT CITY MANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Manager/City Council City Clerk April 9, 1996 Records Destruction Approval RECOMMENDATION: Approve scheduled destruction of certain records as provided under the City of Temecula approved Records Retention Policy. BACKGROUND: On March 22, 1992, the City Council approved Resolution No. 92-17 which authorizes the destruction of certain city records which have become outdated, obsolete or are excess documents, in compliance with Sections 34090 through 34090.7 of the Government Code. The records management program, administered by the City Clerk's Office, is in the process of microfilming all inactive records that are over two (2) years old. The attached exhibit details Accounts Payable 91-92 Ram through GTE (Retention Code 40106). These records have been microfilmed in duplicate with a copy distributed to the City Clerk's Records Vault, and a copy to the Vault in San Diego. These records are all qualified for destruction at this time under the provisions of the Records Retention Schedule. The City Attorney has reviewed this request and has signed Exhibits "A" as provided for in Resolution No. 92-17. ATTACHMENTS: Destruction of Records Request List of Records recommended for destruction JSG TO: FROM: DATE: SUBJECT: City Clerk Paula Sargent Office Technician April 9, 1996 Desu'uction of Records Request Avached is a print out of: Accounts Payable 91-92 Ram fitrough GTE (Retention Code 40106). These records have been microfilmed in duplicate with a copy distributed to the City Clerk's Records Vault, and a copy t~ thg Vault in San Diego. The microfilming of ~hese records complies wilh the requirements of Government Code Section 34090.5. The undersigned have reviewed and approved fills destruction request. Pursuant to Ihe requirements of Government Code Section 34090.5, I hereby give my consera to the destru~on of records under the direction of the City Clerk pursuant to ~he City of Temecula' s adopted Destruction of Obsolete Records Policy. APPROVED: Deparanent Head: APPROVED: City Anorney: Genie Roberrs, Finance Deparlment Date I I R:\forms~l~tn~t,rqs RRDESTY...RR061 City of Temecut8 Doc. Ref ......... 140 Page 1 03/27/1996 FiLes Ready for Destruction Retention Code.../,0106 13:1t:24 Destruction Bate. 0~/14/1996 p Ltem Ret. FiLe Reference · Storage Nedis Date Ref. Brief Description Code Security CLass Storage Location Location Reference 140 01/07/19~1 91-92 Acco4Jnts PayabLe 91-92 40106 0088 FiLm 3821H1AO03 Group iV 140/1ZO/The VauLt 140 01/08/1991 91-92 Accounts PayabLe 91-92 40106 0089 FiLm 3821N1AO003 Qroup IV 140/120/The VauLt 140 01/09/1~91 91-92 Acco4Jnta PayabLe 91-92 40106 0090 FiLm 3821H1AO003 Group IV 140/12Q/The VauLt 140 01/10/1~1 91-92 Accounts PayabLe 91-92 48106 00~1 FiLm 3821H1AO003 Group IV 140/120/The VauLt 4 Records processed ITEM 10 CITY OF TEMECULA AGENDA REPORT TO: FROM: DATE: SUBJECT: City Council Ronald E. Bradley, City Manager April 9, 1996 Support of SB 1590 PREPARED BY: Grant M. Yates, Human Resources Administrator RECOMMENDATION: 1) Adopt a resolution entitled: RESOLUTION NO. 96- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA, SUPPORTING INTRODUCTION AND ADOPTION OF A VALIDATING ACT IN RESPONSE TO SANTA CLARA COUNTY LOCAL TRANSPORTATION AUTHORITY VS. GUARDINO. BACKGROUND: On December 14, 1995, the California Supreme Court issued a decision in Santa Clara Local Transl~ortation Authority vs. Guardino that determined Proposition 62, which required voter approval for the imposition or increase of a special or general tax, was in fact constitutional. Proposition 62 was approved by the state's voters on November 5, 1986. However, ~ decision did not answer the question of when Proposition 62 was to be effective. In order to clarify Proposition 62's effective date, SB 1590 was introduced into the California State Senate. This bill, SB 1590, would make Proposition 62 effective as of the December 14, 1995 ~ decision and not retroactive to the voter approved date of November 5, 1986. If ~ is applied retroactively, back to November 5, 1986, then any special tax including: Business License, Transient Occupancy Tax (TOT) and Utility User Tax, enacted after November 5, 1986, would be invalidated. This would cause cities throughout the state to experience severe financial hardships necessitating major reductions in public safety and other vital services. Based upon the information currently available, it appears the City of Temecula will not experience any negative financial impact from Proposition 62, regardless of its effective date. This is due to the fact the City incorporation documents stated all existing taxes were effective before the City incorporated. The City Attorney interpreted this to mean that all taxes in effect at the time of incorporation had received past voter approval. FISCAL IMPACT: There is no fiscal impact associated with this action. RESOLUTION NO. 96- A RESOLUTION OF TFIE CITY COUNCIL OF ~ CITY OF TEMECULA SUPPORTING INTRODUCTION AND ADOPTION OF VALIDATING ACT IN RESPONSE TO SANTA CI,ARA COUNTY IdOCAI, TRANSPORTATION AUTHORITY VS. GUARDINTO. THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: WREREAS, the California Supreme Court recently issued a decision in the case of Santa Clam Local Transportation AuthoriW vs. Guardino, the effect of which decision is to require voter approval for the imposition or increase of a special or general tax as set forth in Proposition 62 (Government Code Section 53273); and, WFFEREAS, the Guardino decision reverses prior court decisions which previously found that the voter-approval requirements of Proposition 62 were unconstitutional; and, WI~.REAS, ff the collection of new taxes or tax increases adopted by elected beards, subsequent to the effective date of Proposition 62 and prior to the effective date of the Gu~dino decision, is prohibited and/or, ff the retroactive refund of tax collections is mandated, a large number of local governments will experience severe financial crisis, necessitating major reductions in public safety and other vilal public services, negating contractual commitments, and quite possibly, leading to default on credit obligations or, at the very least, substantially reducing the credit-worthiness of local governments; and, WHEREAS, extensive costs, fiscal uncertainty and a major threat to public services are certain to arise from retroactive application of the Guard[no decision and from the confusion that will result if clear and timely policy direction is not forthcoming from the state in the aftermath of the announcement of the Guardino decision, thereby decimating services provided through the City' s general fund; and, Wltl~.REAS, a bill has been introduced in the California State Senate, SB1590 (O'Connell), which would provide for the perspective application of Proposition 62, so that it does not apply to taxes instituted without voter approval between the date of adoption of Proposition 62 and the date it was validated by the California Supreme Court, December 14, 1995. NOW, TI~.R~FO RE, BE IT RESOLVED, that Section 1: The City Council does support that the California State Senate and the California State Assembly, and hi particular, State Senator Ray Haynes and State Assemblymember Bruce Thompson, are urged to actively support the passage of SB 1590 or any similar legislation requiring that the Guardino decision be applied pmspectively; and That the passage of SB 1590 or similar legislation be adopted as soon as possible; and That the City Clerk is directed to forward this Resolution to State Senator Ray Haynes and State Assemblymember Bruce Thompson at the earliest date possible after its adoption and to distribute copies to the Senate Local Government Committee. Section 2: The City Clerk shall certify the adoption of this resolution. PASSED APPROVED AND ADOPTF_,D by the City Council of the City of Temecula at a regular meeting held on the 9th day of April, 1996. Karel F. Lindemans, Mayor A'i-r/~T: June S. Greek, CMC City Clerk STATE OF CALIFORNIA) COUNTY OF R/VF, RSIDE) ss CITY OF TEIvlECULA) I, June S. Greek, City Clerk of the City of Temeeula, California, do hereby certify that Resolution No. 96- was duly and regularly adopted by the City Council of the City of Temecula at a regular meeting thereof held on the 9th day of April, 1996 by the foilowing vote: AYES: NOES: ABSENT: June S. Greek, CMC ITEM 11 ORDINANCE NO. 96-06 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA95-0019, ZONING AMENDM~-NT, AMENDING THE TEXT WITHIN SPECIFIC PLAN NO. 199 TO D~--LRTE THE RETIREMENT ORll~NTED HOUSING I!I~-~TRICTION, AMEND DEVELOPIVI~NT STANDARDS FOR PLANNING AREAS NO. 38 AND 40 AND DELETE REFERENCES TO THE COUNTY OF RIVERSIDE ON PROPERTY GENERALLY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MARGARITA ROAD, SOUTH OF LA SERENA WAY AND WEST OF lViEADOWS PARKWAY THE CITY COUNCIL OF THE CITY OF TEMECULA, STATE OF CALIFORNIA, DOES ORDAIN AS FOLLOWS: Section 1. Eillding~ A. The City Council in approving the proposed Zoning Amendment - Specific Plan No. 199, makes the following findings, to wit: 1. Planning Application No. PA96-0019 (Specific Plan No. 199 - Zoning Amendment), as proposed, is compatible with the health, safety and welfare of the community. 2. Planning Application No. PA96-0019 (Specific Plan No. 199 - Zoning Amendmen0 is consistent with the City's General Plan, due to the fact that the subject request is in substantial conformance with Specific Plan No. 199 - Margarita Village. 3. The project is compatible with surrounding land uses. The project consists of the removal of the Retirement Oriented Housing Restriction on Village "A" of Specific Plan No. 199 - Margarita Village. Ultimate development of the site will be residential development in an area that is comprised of a variety of sizes of residences. 4. The proposal will not have an adverse effect on surrounding property, because it does not represent a significant change to the planned land use of the area, due to the fact that the proposed land use is consistent with the overall concept of Specific Plan No. 199. 5. The changes proposed in the approved Specific Plan are minor and do not increase the impacts associated with the development or the overall intensity of the Onts\96-06 1 development as analyzed in Environmental Impact Report 202. The mitigation measures prepared for this Environmental Impact Report (E/R) will be applied to this project. Section 2. F. nvironmental Compliance. Environmental Impact Report No. 202 was prepared for Specific Plan No. 199 and was certified by the County Board of Supervisors. It has been eight (8) years since the environmental analysis was performed for this project. It is Staffs opinion that due to the limited scope of the proposed Zoning Amendment, there will be no effect on the previous analysis. According to Section 21166 of the California Environmental Quality Act (CEQA), no subsequent or supplemental environmental impact report is required for the project unless one or more of the following events occurs: substantial changes are proposed in the project which will require major revisions of the EIR; substantial changes occur with respect to circumstance under which the project is being undertaken which will require major revisions in the EIR; or, new information, which was not known at the time of the EIR was certified and complete becomes available. None of these situations have occurred; therefore, no further environmental analysis is required. Section 3. Conditions. That the City of Temecula City Council hereby approves Planning Application No. PA96-0019 - Zoning Amendment, Specific Plan No. 199) on property generally located north of Rancho California Road, east of Margarita Road, south of La Serena Way and west of Meadows Parkway. Section 4. This Ordinance shall be in full force and effect thirty (30) days after its passage. The City Clerk shall certify to the adoption of this Ordinance. The City Clerk shall publish a summary of this Ordinance and a certified copy of the full text of this Ordinance shall be posted in the office of the City Clerk at least five days prior to the adoption of this Ordinance. Within 15 days from adoption of this Ordinance, the City Clerk shall publish a summary of this Ordinance, together with the names of the Councilmembers voting for and against the Ordinance, and post the same in the office of the City Clerk. Section 5. PASSED, APPROVED, AND ADOPTED this 261h day of March, 1996. ATFEST: Karel Lindemans, Mayor June S. Greek, CMC City Clerk [SEAL] 0n1~\96-06 2 STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEIVIECULA ) I, June S. Greek, City Clerk of the City of Temecula, California, do hereby certify that the foregoing Ordinance No. 96-06 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 26th day of March, 1996, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of Temecula on the 26th day of March, by the following roll call vote: AYES: 0 COUNCILMEMBERS: NOES: 0 COUNCILMEMBERS: ABSENT: 0 COUNCILMEMBERS: June S. Greek, CMC City Clerk 0nh\96-06 3 ITEM 12 ORDINANCE NO. 96-07 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING SECTION 10.24.080 OF THE TEMECULA MUNICIPAL CODE PERTAINING TO EXCESSIVE ACCKLKRATION THE FOIJ-OWING COUNCIL FOR THE CITY OF TEMECULA DOES HEREBY ORDAIN AS FOLLOWS: Section 1. EiX}.aillg~ The City Council for the City of Temecula hereby finds the following: A. That there is a need to amend Section 10.24.080 dealing with excessive acceleration. B. The Police Department has stopped numerous vehicles in the city regarding excessive acceleration from the front-wheel drive axle whereby the front-wheel drive axle was causing frictional robber marks caused by rapid acceleration. C. The current City Ordinance only covers vehicles with rear-wheel drive axle. Section 2. Section 10.24.080 of the Temecula Municipal Code is hereby amended to read: "No person shall operate a vehicle on a street or valley in such a manner as to facilitate its speed by means of leaving rear and/or front wheel frictional rubber marks, caused by rapid acceleration." Section 3. This Ordinance shall be in full force and effect thi~y (30) days after its passage. The City Clerk shall certify to the adoption of this Ordinance. The City Clerk shall publish a summary of this Ordinance and a certified coy of the full text of this Ordinance shall be posted in the office of the City Clerk at least five days prior to the adoption of this Ordinance. Within 15 days from adoption of this Ordinance, the City Clerk shall publish a summary of this Ordinance, together with the names of the Councilmembers voting for and against the Ordinance, and post the same in the offzce of the City Clerk. 0rds\96-07 I PASSED, APPROVED AND ADOPTED this 26th day of March, 1996. ATI'P~T: Karel F. Lindemans, Mayor June S. Greek, CMC City Clerk [SEAL] STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS C1TY OF TEMECULA ) I, June S. Greek, City Clerk of the City of Temecula, DO HEI~F. RY CERTIFY that the foregoing Ordinance No. 96-07 was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 261h day of March, 1996 and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of Temecula on the 9th of April, 1996, by the following vote: 0 COUNCILMEMBERS: NOES: 0 COUNCILMEMBERS: ABSENT: 0 COUNCILMEMBERS: June S. Greek, CMC City Clerk Otds\9~07 2 TEMECULA COMMUNITY SERVICES DISTRICT ITEM 4 ITEM 1 MINUTES OF A REGULAR MEETING OF THE TEMECULA COMMUNITY SERVICES DISTRICT HELD MARCH 26, 1996 A regular meeting of the Temecula Community Services District was called to order at 7:30 P.M. at the Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. Vice President Jeffrey E. Stone presiding. ROLL CALL PRESENT: ABSENT: 4 DIRECTORS: Birdsall, Ford, Lindemans, Stone 1 DIRECTORS: Roberrs Also present were General Manager Ronald E. Bradley, General Counsel Peter Thorson and City Clerk June S. Greek. PUBLIC COMMENTS None given. CONSENT CALENDAR It was moved by Director Ford, seconded by Director Birdsall to approve Consent Calendar Items 1-2. The motion carried as follows: AYES: 4 DIRECTORS: Birdsall, Ford, Lindemans, Stone NOES: 0 DIRECTORS: None ABSENT: 1 DIRECTORS: Roberts 1 Minutes 1.1 Approve the minutes of March 12, 1996. Release of Faithful Performance bond and Acce0tance of Warrantv Bond for Butterfield Stage Park - Kaufman and Broad of San Diego. Inc. (De Portola Road and Butterfield Stage Road) 2.1 Release the Parkland/Landscape Faithful Performance Bond for the construction of Butterfield Stage Park; 2.2 Accept a one (1) year Warranty bond in the amount of 10% of the original bond. Minutes.csd\032696 1 GENERAL MANAGER'S REPORT None given. DIRECTOR OF COMMUNITY SERVICES REPORT None given. BOARD OF DIRECTORS REPORTS None given. ADJOURNMENT It was moved by Director Lindemans, seconded by Director Ford to adjourn at 7:32 PM to a meeting on March 26, 1996, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. The motion was unanimously carried with President Roberts absent. Ron Roberts, President ATTEST: June S. Greek, CMC, Board Secretary/ City Clerk Minutes,csd~O32696 2 ITEM 2 APPRO CITY ATTORNEiY~ FINANCE DIREC O CITY MANAGE CITY OF TEMECULA AGENDA REPORT TO: Board of Directors FROM: Ronald E. Bradley, General Manager DATE: April 9, 1996 SUBJECT: Agreement for July 4th Fireworks Show PREPARED BY: ~ RECOMMENDATION: Julie Pelletier, Recreation Superintendent That the Board of Directors: Approve agreement with Robert Caran Productions to produce the City of Temecula's July 4th Fireworks Show. BACKGROUND: Plans are currently underway for the City of Temecula's July 4th, 1996 Fireworks Show. This year's program will be entitled "The Temecula Star Spangled 4th" and is scheduled to be held at the Rancho California Sports Park beginning at 9:00 p.m. sharp. Other planned events for July 4th include a parade in the Old Town area, band performances at the Rancho California Sports Park, music provided by a local radio station and a vendor fair. Robert Caran Productions will produce one twenty (20) minute fireworks display/show synced to an audio soundtrack of the country's most patriotic musical scores, with playback via KRTM radio 88.9 FM at the Sports Park. Through a formal Request for Qualifications process, Robert Caran Productions was selected as the most qualified firm to produce the City's fireworks show for the next two (2) years with an option for a one year extension. Robert Caran Productions displayed the ability to produce a specialized fireworks show that can provide a custom-designed stereo soundtrack complete with computer-controlled synchronization for all electronically fired pyro show elements. Their services also offer complete show design, all necessary on-site production personnel, and production of all on-air promotional advertisement venue for local radio stations. It is therefore recommended that Robert Caran Productions produce the City's July 4th Fireworks Show for the citizens of Temecula. FISCAL IMPACT: The total contract is $17,000 for the 1996 July 4th Fireworks Show. Funding is appropriated in the FY 1995~96 TCSD budget in account 190-183-999- 5370. Funding for future fireworks shows will be appropriated in this same account during the annual budget process. ATTACHMENT: Agreement 1996 JULY 4TH FIREWORKS DISPLAY CONTRACT Whereas, ROBERT CARAN PRODUCTIONS, located at 604 Deep Hollow Drive, Boerne, Texas 78006, [herein after referred to as RCP], as a full service media production company, is desirous of serving as "PRODUCER" for the DESIGN and PRODUCTION of the July 4th, 1996 OUTDOOR Summer Fireworks presentation entitled "THE TEMECULA STAR SPANGLED 4TH" located on the property of the CITY OF TEMECULA known as SPORTS PARK, Temecula, California. And, Whereas, THE CITY OF TEMECULA, located at 43174 Business Park Drive, Temecula, California 92590, [herein after referred to as "COT"], which manages, operates and maintains the City of Temecula and is desirous of securing RCP to create, produce, install and operate said presentation as described in Attachment "A" [the Proposal] and made part of this contract. IT IS UNDERSTOOD AND AGREED BY ALL PARTIES THAT: RCP will produce for COT the following production: One, Ill-Twenty, [20] minute to Twenty-five, [25] minute outdoor fireworks display/show synced to audio soundtrack with playback broadcast via FM radio station at the Sports Park show site as described in Attachment "A" and made part of this agreement. Said presentation will be designed, produced, delivered, installed and played back in a pre-recorded format. RCP agrees to deliver the presentation consisting of project management and supervision, creative development, show design, programmed stereo soundtrack, all necessary on-site production personnel and choreographed pyrotheatrics for the Sports Park show site according to the Production Schedule, Attachment "B", and made part of this agreement. COT shall pay RCP the cost for the production, all materials, miscellaneous production equipment, services and shipping of show elements outlined below, which cost is SEVENTEEN-THOUSAND-DOLLARS [$17,000.00] as detailed in Attachment "C" [the Budget] and made part of this agreement. 8555 LAURENS LANE, SUITE 1512, SAN ANTONIO, TEXAS, 210-804-1q00 -2- RCP will supply the following materials and services toward the production, completion and installation of the above-mentioned presentation: * Overall Project Management, Supervision, Coordination, Operations * Overall project management and coordination with COT personnel for use of all COT equipment procurement and show site logistics. * Detailed site survey of display/show site. * All Creative development of proposed show elements. * One continuously running stereo soundtrack for display sync. * All choreographed pyrotheatrics [fireworks] for One [1] electrically fired display/show at the Sports Park display/show site. * Load-in, installation, set-up and strike of all production- presentation elements at the Sports Park display/show site. * Technical Coordination and supervision of all on-site load-in and set-up of all COT [client-supplied] equipment necessary for the successful operation/playback of said display. * Consultation, design and coordination of all general public viewing areas and operations control areas for the presentation. * All necessary ON-SITE RCP/Fireworks America production personnel] to load, launch, perform and secure the display site. 5. The presentation will take place at the site agreed upon by both parties on the premises of COT property at Sports Park, Temecula, California. The official date for the show will be THURSDAY, JULY 4th, 1996. Said show will be performed ONCE commencing at 9:00 P.M. ANY additional performances will be considered EXTRA above and beyond the above-mentioned cost as described in paragraph three, [3], and the overall show costs contained herein and said cost for these additional shows will be negociated by both RCP and COT and executed by approved Letter of Agreement. TOTAL NUMBER OF DISPLAYS/SHOWS: ONE, [1], Pre-programmed for sync to stereo broadcast playback. All reasonable requests for information, advisory personnel, equipment, vehicles, aircraft, prints and plans of COT materials, show site or any advertising materials or activities relating to the project and access to the appropriate personnel at COT are to be made available upon mutual agreement of both COT and RCP and at no cost to RCP. Any additional production or additional fireworks product requested by COT added to the above mentioned display set forth on July 4th, 1996 to be completed by RCP, will involve additional costs and will be covered by a separate agreement at rates to be negotiated. -3- CANCELLATION A. Should the weather prove unfavorable on the date[s] set for said display, postponement may be arranged for display to be fired on the next following CLEAR date upon agreement by both parties, but such postponement shall be decided on and notice given to RCP no later than SIX O' CLOCK P.M. on the day on which the display SHOULD be held and COT agrees to pay RCP for any and all additional expenses made necessary by such postponement. Should the display be cancelled and not postponed, COT agrees to pay RCP for all costs incurred, up to and including the day of cancellation including all RCP operations personnel, Pyrotheatrics operators, permits and insurance. In addition to the above-stated cancellation charges, COT agrees to pay RCP a 10% restocking fee for pyro, equipment and services based on the contract price as described in paragraph three, [3] above provided that the compensation not exceed the total compensation due under this contract, and COT will not be liable for any and all unadvanced expenditures beyond the date of cancellation. COT agrees to ASSUME FULL RISK of weather or other causes beyond the control of RCP and/or its contracted pyrotheatric vendor, which may affect or damage such portion of the fireworks display at the show site as fireworks must be placed in position and exposed to a necessary time interval PRIOR to the scheduled commencement of the display. COT agrees to provide for the p~riod commencing at 8:00 A.M. on WEDNESDAY, July 3, 1996 through FIRDAY, July 5th, 1996 at 2:00 P.M. adequate police and/or security personnel to PREVENT the general public from entering the immediate area designed for the firing of the display, the control and their fallout areas. Any COT or general public vehicles or COT or general public personnal property located within the designated firing/fallout area shall be removed at COT'S expense. As between RCP and COT, any damage or destruction of said vehicles and/or residential/private personal property, injury's or death to any persons left remaining within the designated firing/fallout areas shall be the sole responsibility and liability of COT and not RCP. COT shall also be liable for any damage or theft of any RCP and the subcontracted fireworks companies equipment caused by the general public or COT personnel while any such equipment is located at the designated firing area where RCP's, the subcontraced fireworks companies or any other subcontracted vendors equipment secured by RCP for the successful operation and execution of the display is located. COT agrees to provide at their sole expense any and all protection equipment and personnel standby personnel so required by any local or state governmental authority. fire CITY OF TEMECULA 1996 FIREWORKS CONTRACT PARAGRAPH 8, SECTION E CONT'D. -5- The coverage shall contain no special limitations on the scope of protection afforded to COT, its officers, officials, employees or volunteers. With regard to claims arising from RCP'S performance of the work described in this contract, RCP'S insurance coverage shall be primary insurance as respects of COT, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by COT its officers, officials, employees or volunteers shall apply in excess of, and not contribute with RCP'S insurance. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to COT, its officers, officials, employees or volunteers. RCP'S insurance shall apply seperately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY COVERAGE. The insurer shall agree to waive all rights of subrogation against COT, its officers, officials, employees and volunteers for losses arising from work performed by RCP for COT. VERIFICATION OF COVERAGE. RCP shall furnish COT with certificates of insurance effecting coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms provided by COT and are to be received and approved by COT before work commences. COT reserves the right to require complete, certified copies of all required insurance policies, at any time. RCP shall include all subconsultants as insureds under its policies or shall furnish separate certificates for each subcontractor. All coverages for subcontractors shall be subject to all the requirements stated herein. Any deductibles or self-insured retentions must be declared to and approved by COT. At the option of COT, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects of COT, its officers, officials and employees: or RCP shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. -6- In the event the display is cancelled or interrupted due to equipment failure or malfunction, water leakage, fire or other damage in/to the display/show site, fallout area and fireworks launch area as a result of inclement weather, fire, damage to equipment and/or show elements as a result of construction mishaps or interference by COT or the GENERAL PUBLIC, ALL operations of the presentation will CEASE. COT and RCP will notify each other immediately. Said causes for "down time" will be evaluated by RCP and COT, documented as to repair costs. Following evaluation and approval by COT, RCP will effect repairs as fast as possible and will detail and invoice COT upon approval by COT. Any and all expenses [operating personnel, maintenance, equipment rentals, permits, insurance, etc.], related to and incurred during the 'down time' of the presentation, will be the responsibility of COT. COT reserves the right to cancel the presentation at any time. In the event the fireworks display is cancelled due to rain, high wind or inclement weather, the event will be rescheduled as described in Section 8, Paragraph A as agreed upon by both COT and RCP. RCP reserves the right to consult with COT and to upon mutual agreement cancel the pyrotheatrical display if the weather conditions in RCP's and the subcontracted fireworks companies view present a danger to the general public, show site, RCP production personnel and any and all RCP and subcontracted vendor property at the site. DELAY OF SHOW With respect to DELAY OF SHOW, RCP GUARANTEES that the pyrotheatric display will be fired at 9:00 P.M. on THURSDAY, July 4th, 1996 and that COT allow for twenty [20], minutes each side of that hour should ANY delay be necesssary so that RCP and the Fireworks company can effect repairs as a result of caused delay. This guarantee does not apply should any failure of the shows radio broadcast as a result of malfunction at Radio Station/stations occur, telephone communications link between control areas and show site be disrupted, breech of security resulting in damage to any and all show equipment by General Public, third party persons or unwarranted cancellation or delay by COT personnel, fire authorities and associated fire prevention personnel, Acts of God or as stated in Section 8, Paragraphs A through F. Should RCP fail to fire displays within the "window" of time as described above as result of its neglience than according to the payment schedule as detailed in Section 13, COT shall RETAIN final payment as compensation for delay of show. If the Pyrotheatrics display is cancelled due to the neglience of RCP, all payments made by COT shall be refunded to COT. -7- 10. RCP AGREES TO: Provide the pyrotheatrics display/show as detailed in Attachments A, B, C, D, and E - Detail of pyrotheatrics to be utilized in the display/show. Provide all necessary production personnel and back-up production personnel to execute each assigned function in the production of the display as described in Attachment "A", EXCLUDING security personnel, fire prevention personnel load-out of any and all COT supplied elements, crowd control personnel and any other non-contracted personnel or equipment not identified in this contract in writing and submitted to RCP in advance. Through the subcontracted fireworks vendor, provide TWO [2] licensed pyrotheatrics operators and all other licensed pyrotheatric support personnel necessary to safely execute said pyrotheatrical display. Obtain all necessary pyrotechnical permits and licenses for all display/show elements. REQUIRE all vendors to obtain and maintain a comprehensive general liability insurance policy as detailed in Section 8, Paragraph E. In addition, all vendors shall obtain and maintain policies of Worker's Compensation insurance covering their respective employees. VENDOR 'Certificates of Insurance' evidencing such liability insurance and Worker's Compensation insurance shall be filed with COT within thirty days prior to the commencement of the display. Provide at least extinguishers or all times. [2], 2-1/2 gallon water pressurized fire their equivalent within the display area at Store, transport from storage site, set up, launch and strike the pyrotheatrical display. Remove and safely dispose of all pyrotheatrical debris from the display site IMMEDIATELY following the presentation. Provide all necessary maintenance for RCP personnel and equipment. Provide, transport and utilize all necessary equipment, weather-proofing materials and internal communications equipment [for RCP production personnel only], required for the successful operation for the display. Provide reasonable training to employees of COT if requested by COT and/or RCP as deemed necessary for the successful execution and operation of shows. -8- 11. COT AGREES TO: Provide ALL additional permits and licenses if any [excluding pyrotechnical display permits & licenses] necessary to operate & perform display at the site. Further, COT will wave any and all business operations fees or taxes for RCP for this one day event. B. Provide site location[s] for display presentation. Provide one night "Safe Haven" pyro storage area on July 3, 1996. Provide all necessary COT technical and non-technical personnel for the load-in, set-up and strike of all COT production elements and installation of two, [2] separate telecommunications lines, plus [2] telephones, 2 COT 2-way radio's, for communications link between the radio station and Sports Park show site. Telephone installation provided by COT will be activated on or before MONDAY, JULY 1st, 1996. In addition, all fire prevention equipment, COT equipment transport vehicles, water vehicles, staging platforms [if any], water hook-up and strike, prints and plans for the successful installation of the show site will be provided by COT. COT will provide for all necessary power/water hook-up and strike at show site for the duration of the project including: Load-in and set-up prior to display beginning at 8:00 A.M. TUESDAY, July 2, 1996 through FRIDAY, JULY 5th, 1996. To provide all on-site rigging equipment, mechanical services and sand necessary for the safe and successful load-in, set-up, installation and operation of the display beginning at 8:00 A.M. WEDNESDAY, July 3, 1996. COT shall furnish and set-up in conjunction with RCP designs all necessary personnel as described in Section 10, Paragraph B, and such restraining lines, stanchions, etc. as necessary for the protection of the public and operating personnel. COT will provide security throughout all Load-in, set-up, display and strike. 12. Any costs in addition to the contracted price stated in Section "3" and on the attached breakdown in Attachment "C" ~ill be , incurred only with prior approval by COT in writing at rate to be negotiated. 13. 14. 15. 16. -9- With regard to payment schedule, the first payment of $9,000.00 is payable from COT to RCP no later than MAY 12, 1996. The second payment of $4,500.00 from COT to RCP is payable by JUNE 1, 1996. The third payment of $3,500.00 from COT to RCP is due IMMEDIATELY FOLLOWING THE SHOW JULY 4TH, 1996. Any additional approved costs or out-of-pocket expenses [if any] are payable within ten - [10] days following the completion of the project or July 14th, 1996. COT recognizes that time is of the essence with regard to payment as set forth in the payment schedule outlined above. Should COT elect to supplement the pyrotheatric content of the display, the costs for the increased product will be evaluated and paid by COT as described in paragraph 7. COT designates HERMAN PARKER and/or Julie Pelletier or any other designated COT representative to grant approval where called for during the production of all elements. This representative is authorized by COT to approve or demand reasonable appropriate changes of said elements where deemed necessary. RCP will be entitled to additional compensation should any significant changes, additions or deletions be necessary after the approval by the above-mentioned representative[s] of COT of any particular stage or element of production. All requests for changes, additions or deletions of any elements of the production not outlined within the context of this agreement throughout the course of the project, will submitted and approved by both parties in writing in the form of a PROJECT CHANGE NOTICE, "PCN". [Refer to Attachment "D" ]. with respect to SPONSORSHIP, RCP will work closely with COT in soliciting and securing sponsorship for monetary involvement to increase production value for this event as detailed in the original proposal and budget. COT will provide to RCP a "LETTER of CONFIRMATION" endorsing RCP as PRODUCER for this event and detail in said letter that COT is actively seeking sponsorship for event involvement. RCP reserves the right to charge any and all prospective sponsors whatever fee they elect for any additional creative, advertising or marketing involvement with respect to the Temecula Star Spangled 4th production. Should RCP secure a potential sponsor for active involvement with respect to additional creative, advertising and marketing interests, their involvement will be at the sole approval of COT following submission and aproval by COT within 48 hours of submission of these suggested creative elements. COT acknowledges that RCP's ability to perform its obligations under this agreement in a timely manner is directly dependent on COT's obligations hereunder and that COT agrees to perform such obligations in a timely manner and to fully cooperate with RCP in the performance of this contract. -10- 18. 19. 20. 21. 22. It is understood that RCP owns all rights in and to the project including copyright interest therein. COT shall have the right to use any or all of the presentation for purposes of demonstration only. In the event that the project is cancelled by COT prior to its completion, COT shall be liable to RCP for all costs for said production incurred by RCP prior to and including the date of cancellation not to exceed the total compensation due under this contract. COT WILL NOT be liable for any and all unadvanced expenditures beyond the date of cancellation. RCP will deliver all materials and elements for the above-mentioned presentation according to the attached Production Schedule [Attachment B] provided that COT adheres to its obligations stated in said Production Schedule. It is further agreed that the said production schedule has been prepared by RCP and is to be considered part of this agreement. Any costs resulting from delay in approvals by COT; delay in payment schedule as described in Paragraph 13 which may ~ompromise purchase of fireworks product or any delay's caused by the inability of COT to perform any assigned tasks required by RCP as described in Paragraph 11, Sections A through F that directly affects the production of this display including the provision of any personnel, materials, equipment or other production elements provided by COT, will result in additional costs, identified by RCP and submitted to COT for approval and compensation to RCP. Additionally, it is further understood that this agreement represents a TWO YEAR contract between both parties, COT and RCP. Whereas RCP will provide its professional services towards the production of this fireworks display as outlined, described and defioed in this agreement for July 4th, 1996 and July 4th, 1997 with an OPTION to renew said agreement based upon performance and review by COT on or before February 1st, 1998. Be advised that slight budgetary increases may be added as costs for labor, fireworks product, materials and supplies costs increase over this extended time period. Any increase in costs will be clearly detailed and presented to COT in advance for approval and be incorporated into a revised agreement for calender year 1997 and 1998 should this become necessary. In the event the increased costs exceed 2% of the 1996 fee for either the 1997 or 1998 fireworks display, COT shall have the right to terminate this agreement upon written notice to RCP. It is further agreed that nothing in this agreement shall be construed or interpreted to mean or define a partnership or joint venture between the parties, all parties hereto being responsible for their separate and individual debts and obligations related to this project. -11- 23. 24. 25. 26. 27. 28. 29. It is further agreed that all parties shall in all respects comply with the laws of the state of California and its municipalities in force during the term of this contract. RCP agrees to defend, indemnify and hold COT harmless against any and all liability for injury to any person or persons or damage tn any property for or by reason of any condition, whether defective or otherwise, of any equipment, firework, apparatus, electrical equipment or fixture furnished by RCP, its fireworks vendor or any vendor of RCP pursuant to this contract. COT agrees to defend, indemniy and hold RCP harmless from and against any and all liability for injury, including death, to any person or persons or damage to any property, equipment due to the sole active negligence or sole wilful misconduct of COT in performing any of obligations hereunder. The provisions of this paragraph shall survive the terminations or expiration of this contract. This contract constitutes the entire agreement of the parties. It may not be altered, amended or modified except by an instrument in writing executed by each of the parties. It includes all representations of every kind and nature made by each of us to the other. This contract is binding upon the parties themselves, their heirs, executors, administrators, successors and assigns. If any action at law is necessary to enforce or interpret the terms of this contract, the laws of California shall govern and the prevailing party shall be entitled to reasonable attorney's fees and costs. ShDuld any one or more of the provisions of this agreement be judged unlawful by any court of competent jurisdiction, the remaining provisions of this agreement shall remain in full force and effect. RCP represents that no payments by RCP shall be made to an COT employdes, contractors, agents, or associated personnel with respect to this contract. 30. Each of the parties hereto is authorized to execute this agreement. -12- IN WITNESS THEREOF, the parties have executed this contract this ROBERT CARAN ROBERT CARAN PRODUCTIONS 604 DEEP HOLLOW DRIVE BOERNE, TEXAS 78006 BY: CITY OF TEMECULA City Manager BY: City Clerk BY: City Attorney DOC:D/16COTCON96 -END DOCUMENT- ITEM 3 APPRO CITY ATTORNE~ROCE~ DIRECTOR OF F CE CITY MANAGE CITY OF TEMECULA AGENDA REPORT Board of Directors FROM: Ronald E. Bradley, General Manager DATE: April 9, 1996 SUBJECT: Acceptance of Grant Deed for City Park Site - Kemper Real Estate Development Corporation (La Serena Way) PREPARED BY: ~ ~/~eryl Yasinosky, Development Services Analyst RECOMMENDATION: That the Board of Directors: Accept the Grant Deed from Kemper Real Estate Development Corporation (KRDC, Inc.) to the City of Temecula for the donation of a 2.8 acre park site adjacent to Rancho Elementary School on La Serena Way. 2. Authorize the City Clerk to record the Grant Deed. BACKGROUND: KRDC, Inc. has proposed to donate 2.8 acres of property to the City of Temecula for use as a future park site. The property consists of two contiguous parcels located on the north side of La Serena Way, just west of Rancho Elementary School, Surrounded by existing and proposed single-family residential development, the northern portion of the property consists of moderately steep terrain which slopes at less than a 20% gradient towards La Serena Way. The southern portion of the site consists of two relatively flat, rough-graded pads with associated slopes. Although erosion from prior rainstorms was observed, the site appears suitable for such passive uses as open turf areas, a tot lot, picnic facilities, outdoor basketball courts, security lighting, etc. On December 14, 1995, the City's Risk Agent completed a site inspection of the property and felt that the site was suitable for a neighborhood park if two areas of concern were addressed: 1) modification of an existing concrete path on the property, and 2) full disclosure from KRDC, Inc. regarding any previous liability claims related to the site. The concrete pathway located on the northern portion of the property allows public access from Via Norte Del Ray to the northwest corner of Rancho Elementary School. It is primarily used by school children walking, skateboarding, and bicycling to school from the Meadowview area. Staff recommends that the City allow the continued use of the pathway by the community, however, the pathway should be modified to restrict the use by skaters. This will be accomplished by installing decomposed granite sections in certain areas of the pathway, which will eliminate a continuous concrete path that attracts skating, KRDC, Inc. has also provided the City with a Disclosure Statement that indicates no past or present claims or complaints have been filed with their company regarding the current use of the pathway. In addition, a Phase I Environmental Assessment was conducted on December 20, 1995, to determine the presence of hazardous materials. The results of the report indicate that the property has been vacant for over thirty (30) years, and the potential for hazardous substances or petrolera products existing on or migrating into the site from off-site sources is low. The City Attorney has reviewed and approved the most recent preliminary title report for the property. Subsequent to the recordation of the grant deed, a policy of title insurance will be issued by First American Title Company to insure that the City accepts title to the property free and clear of any prior taxes, liens or encumbrances that would preclude the use of the property as a public park site. The grant deed and legal description has also been reviewed and approved by staff to insure that all legal requirements have been satisfied. FISCAL IMPACT: KRDC, Inc. is donating the property to the City. The cost of the Phase I Environmental Assessment was $2,000. It is estimated that cost associated with the preliminary title report and subsequent policy of title insurance will be approximately 91 ,000. Because the property will be exempt from future property taxes and TCSD rates and charges, the City will lose approximately 9275 per year in revenue. Until the property is developed, it will be necessary to weed abate the property at an annual cost of approximately 9800 which will be included within the TCSD Rates and Charges for Fiscal Year 1996/97 - Community Services, Parks, and Recreation. Costs associated with the modification of the existing concrete pathway and repairs to mitigate existing erosion problems are estimated at 95,000. The costs to ultimately develop the site will be approximately ~470,000, which includes design, construction, and project administration. Staff recommends that the property be considered for development in future years as part of the City's Capital Improvement Program. ATTACHMENTS: Site/Location Map. Copy of Grant Deed from KRDC, Inc. /V~'S' ACKNOW~ .~DGIvIF_2qT S TE OF CALIFORNIA ID n before me, (Or proved to me on the basis satisfactory evidence) to be the pXrson(s) jvhose name(s) is/are subscribed to the within instr ant and acknowledged to me that he/she/they executed the same in his/her/their authorized ca ity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upo ehalf of which the person(s) acted, executed the y hand and offic' . Signature CONSENT The City of Temecula hereby consents to the grant of real property set forth above. ATTEST: By: June S. Greek, City Clerk City of Temecula By: Karl Lindemans, Mayor APPROVED AS TO FORM: By: Peter Thorson, City Attorney CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Cn'nr-.= Cos[.a On 3/1/96 before me, K. DeGaine DATE NAME, TITLE OF OFFICE~ - EG 'JANE DOE NOTARY PUBUC' personally appeared Frederick Stephens and Dennis Klimmek NAMe(S} OF SIGNER(S) to be the person(s) whose name(s) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WIT~~n,~_,~,d o~al. SIGNATU ,/~ARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reatIachment of this form. CAPACITY CLAIMED BY SIGNER ___ INDIVIDUAL [] CORPORATE OFFICER '~' m __ PARTNER(S) ~ LIMITED [~ GENERAL ~'~ A"T"ORNEY*IN-FACT '~ TRUSTEE(S) [] GUARDIAN/CONSERVATOR ~ OTHER: DESCRIPTION OF A'FI'ACHED DOCUMENT ¢,, TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER IS REPRESENTING: ©1993 NATIONAL NOTARY ASSOC AT ON · 8236 Reinmet Ave,, P.O. Box 718~ · Canboa Park CA 91309-7184 CITY OF TFaM2ECULA Office of ae City Clerk 43174 Business Park Drive Temecula, Ca 92590 ACCEPTANCE OF DEED This is to cerdfy that me interest in real proper~y conveyed by ~he de2d or grant dated from to the City of Temecula, Cajifomia, County of Riverside, State of California, a body corporate and politic, is hereby accepted by order of t~e Temecula City Council made on , and the grantee consents to the recordation thereof by its duly authorized officer. Dat~ June S. Greek City Clerk Forms/R~)O2 October 3 I, 1995 PARCEL A k-'~RG SP-P~_NC~C ELEM PK1.' LiT i OF TR3~.CT 4192-R, AS SHOWN BY MAP ON FiLE IN BOOK 67 PAGE OF l~_~.PS, RECORDS DF RiVERSiDE COLi~TY, CALiFOP/{IA; EXCEPTING THEREFROM TRACT 4153, AS SHOWN' BY }~P ON PiLE ZN BOOK PAGE i OF .w~.PS, RECORDS OF RiVERSiDE COUNTY, CALiFORNiA; ALSO EXCEPTING THEREFROM TieAT PORTION THEREOF CON'v'EYED TO THE TEMECULA ~I'iON SCHOOL DISTRICT, BY DEED RECORDED jANUARY !5, 1987 AS iNSTRUMENT NO. 10785 OF OFFICIAL RECORDS OF RiVERSiDE COUNTY, CALiFORNiA; ALSO EXCEPTING THEREFROM TFiT PORTION THEREOF CONVEYED TO THE TEMECULA VALLEY UNIFIED SCHOOL DISTRICT, BY DEED RECORDED NOVEMBER 14, 1991 AS iNSTRUMENT NO. 395019 OF OFFICIAL RECORDS OF RIVERSIDE COLr/~TY, CALIFORNIA. PARCEL E (MARC SP-RANCHO ELEM PK): T.in.T PORTION OF THE PAUBA LAND AND WATER COMPANY'S SUBDIVISION OF THE TEMECULA RANCH0 IN TEE COUIN'TY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 1! PAGE 507 OF ~PS, RECORDS OF SAN DiEGO COUNTY, CALIFOR/qIA, TOGETHER WiTH,~qAT PORTION OF THE RANCHO PAUBA IN SAID COUNTY OF RIVERSIDE, DESCRIBED AS A WHOLE, AS FOLLOWS: ~EGiNh'iNG AT THE INTERSECTION OF THE CENTER LiNI OF BiTTERFiELD STAGE ROAD WITH THE EAST LINE OF SECTION 29, TOWNSHIP 7 SOUTH, PS~NGE 2 W'EST, SAN BERNARDINO BASE AND MERIDIAN, SAID INTERSECTION EE!NG ALSO THE INTERSECTION OF THE CENTER LINE OF LA SERENA WAY, WiTH ~CTH, 2-~ BEING ALSO THE BEGINNING OF A CURVE LiNE OF BUTTERFIELD STAGE ROAD, TANGENT TO SAID SECTION LINE, SONCAVE NORTHEASTERLY, OF 4800.00 FEET RADIUS, A ~ADiAL TO SAiD EESi~{ZZ;S ~EARS NORTH 8~° 32' 12" ~ZST; THENCE SOUTHERLY 3528.26 FEET ON SAiD CURVE AND CENTER LINE, THROUGH A SENTPAL ;2{GLE OF 42° 06' THENCE SONTZNL'ZNG ON SAiD CENTER LZI~E', THE FOLLOWING FiVE COLE. SEE: S?UTH 41~ iS' 08" EAST, 1217.46 FEET TO THE CENTER LiNE OF P3SCH0 SALiFOP_N'iA RD;O AN~ THE MOST EASTERLY CeRNER OF PARCEL i0 AS SHOWN' EY MAP ON FiLE iN BOOK I PAGE 30 OF PARCEL F~PS, RECOP~S OF RiVERSiDE COUNTY, CAL!FOP~iA; THENCE CONTiN~'ING SOD~H 4!~ 39' 08" EAST 119.70 FEET ON THE SOLTEaPOT L!N~ OF SAiD P~ICEL I0 TO THE BEGiNIN'ING OF A CLOVE, CONCAVE SOLTH~iSTERLY, OF 4000.00 FEET P~iUS; THENCE SOrZrHEASTERLY 915 .i9 FEET ON LAST SAID CLaY'E, T}2OUGH A iEhTP~_L. ~GLE OF !3~ 06' 33"; THENCE EDITH 28° 32' 35" EAST, 1651.57 FEET TO THE BEGiNNiNG 0E A CL~VE, CONCAVE NORTHEASTERLY, OF !200.00 FEET PS.D!US; THENCE SOiTHL.=STERLY 261.30 FEET ON LAST SAiD C'JRVE TO ~E NORT~ LiNE OF PARCEL !, AS SHOWN BY MAP ON FiLE iN BOOK ~= PAGE 7 DF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALiFOK~'iA; THENCE SOUTH 53° 17' !7" W'LST ON SAiD NORTH LiNE TO THE NORTi. TWEST COP_h'EE ~" SAiD PARCEL ~ SAiD CORNER BEING A 'URV' CONCAVE WISTERLY, OF !000 00 FEET P~_DiUS; THENCE SOUT?IERLY 246.79 FEET ON LAST SAID CLTRVE A/q'D THE ~i'ST LiNE OF SAiD PARCEL !, THROUGH A CENTRAL ANGLE OF 14° 06' 24" T0 A PCih'T TO ~'.{iCH A P. ADIAL BEARS SOUTH 74° 55' 26" EAST; THENrE SOUTH 15° 04' 34" WEST, 462.25 FEET ON THE WEST LiNE ~F SAi2 SARSELi T0 THE BEGINNING OF A CURVE THEREIN, CONCAVE EASTERLY, SF 120C. 00 FEET P. ADiUS; THENCE SOUTHERLY 408.52 FEET ON LAST SAiD CURVE THROUGH A CENTE~.L .~_N'GLE OF 19° 30' 20"; THENSE SOUTH 040 25' 46" EAST, 1810.52 FEET TO THE BEGiN~'iNG OF A CURVE, CONCAVE EASTERLY, OF 3000.00 FEET RADIUS; 'i{EFTE 9?~'T'-'ERLv- 54? {0 FEET ON LAST SAiD CD'RVE, TiEROUGH A CENTP~.L .ANGLE OF i0° 28' THENCE SOUTH 14° 54' 25" EAST, 1382.10 FEET TO THE BEGi.N'NiNG OF A C'J'RVE, CONCAVE NORTHEASTERLY, OF 1200.00 FEET ~P. ADiUS; THENCE SOUTHEASTERLY ON LAST SAiD CURVE TO THE CENTER LiNE OF PiO PiC0 ROAD; THENCE ON THE CEaqTERLINE OF PI0 PICO ROAD, THE FOLLOWING SEVEN COURSES: T~ENCE SOUTjH 53° 43' 50" WEST, TO THE BEGINNING OF A CLTRVE CONCAVE NORTHERLY, EAVING A RADIUS OF 3600 FEET; THENCE WESTERLY ALONG SAID CURVE TI{ROUGH A CENTRAl ANGLE OF 25° 02' 0O" ~2q ARC LENGTH OF 1572.89 FEET; THENCE SOUTH 78° 45' 50" WE_ST, 668.30 FEET TO T~iE BEGINNING OF A CURVE CONCAVE SOLTHERLY }LAVING A RADIUS 3600 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CEI~TRAL ANGLE OF 16° 03' 13"!~!0.07 FEET; THENCE SOL~T.H 62° 41' 17" WEST, 647.44 FEET TO THE BEGINNING OF A CL~RVE CONCAVE SO?THEASTERLY HAVING A RADIUS OF 1200 FEET; THENCE SOUTH'WESTERLY ALONG SAID CD'RVE THROUGH A CENTRAL ANGLE OF "^0 ==' 26" AN ARC LENGTH OF 811.73 FEET; THENCE SOUTH 23° 55' 51" WEST, 258.65 FEET TO T~:E CENTERLiNE OF .......... ROAD; THENCE NORT.=IW'ESTERLY ON SAID CENTERLINE THE FOLLOWING COURSES '"='==~-" TO '"== CEnTERLINE OF SA_NTIAGO ROAD: THENSE NORTHERLY ON SAiD CENTER LiNE AND ON THE EAST LINES OF SAiD PARCEL 16 ~l~D PARCEL 13 OF SAID PARCEL MAP 6607 TO THE CENTER LiNE EF PAUBA R0kD; THENSE WESTERLY ON SAID CENTER LINE AND ON THE NORTH LINES OF SAiD TAROiL 13 A_ND PARCELS 1!, 9, 7 AND 5 OF SAiD PARCEL bLiP 6607 TO THE SOUTHEAST SORI~ER OF TRACT 3833 AS SHOWN BY F~AP ON FiLE iN BOOK 61 SASH 42 OF F~-.PS, RECORDS OF RiVERSiDE SOUi~'TY, CALiFOPICiA; THENCE NORTH 28° 28' 18" EAST, ON THE EAST LiNE OF SAiD TP. ACT 3E33 TS THE CENTER LiNE OF RANCHO VISTA ROAD; THENCE WESTERLY ON SAiD CEh'TER LINE_ ~iqD T.'{E NORTH LiN'E OF SAiD TFj~CT 2S32 TO THE SOLvJ_HEAST COF_NER OF TRACT 65_=9 AS SHO~'N BY F~-.P ON FiLE iN BOOR 82 PAGE 73 OF MAPS, RECORDS OF RIVERSIDE COLr~TY, CALiFS, F3CiA; THENCE NORTHERLY ON THE EAST Lih'E OF LAST SAID TRACT, FOLLOWING THE SOURCES THEREOF, TO THE NORTHEAST CORNER OF LOT 2~ $F SAiL TFJ-.TT THENCE WESTERLY ON THE NORTH LINE OF LAST SAiD TR_~CT TO .=_'C :-2~GLE- POiIC; THENCE NORTH 63° 06' 53" WEST, ON THE NORTHEAST LINE_ OF LAST SAiD TPJ~ZT, TO THE MOST NORTHERLY SOP~T_R OF LIT 38 THERE_'F; THENCE NORTH 0!° 45' 55" EAST, 128.39 FEET TO THE SOUTH Li.~¢E C'F iS OF TF~.CT 3334 AS SHO~ BY ~.P 01q PiLE iX BOCL 5= FS. PS, RETDKDS OF RiVERSiDE COD~TY, CALIFOPIIA; THENCE EASTERLY ON ~=~ SOUTH LIN~S OF LOTS 23 ~ SOUTHEAST CO~ER OF SAiD LOT 24; THENCE NORTHERLY ON THE EAST LI~ OF SAiD LOT 24 TO TEE SO~H LiNE OF ~CHO CALiFO~iA RO~; TEENjE NOo'~'=~Lv T0 ~=E SOlEEAST CORER OF '~' 25 OF SAiD TFS, CT 3334; THENCE NORTHERLY ON THE EAST LINES OF LOTS 25 E 28 OF SAiD T~CT 3334 TO THE SOUTH LI~ OF THE SO~H GENE~ KE~Y RO~; THENCE EASTERLY ON SAiD SOUTH LiNY TO TEE SO~ST CO~R OF LOT U OF TP~.CT 3929 AS SHO~ BY ~P ON FILE IN BOOK 62 PAGE 67 OF ~.PS, RECO?,DS OF RIVERSIDE COD%TY, C~IFO~i~; THENCE CO~I~OING EASTERLY ON THE SOUTH SOlEEAST LI~ OF SAiD LOT U ~ THE SOlEEAST Lilts SF L~T ?7 OF SAiD TFL.~T ~ P 29 TO TEE SOWHEAST CO~R OF SAID LOT W; T~iENCE NORTHERLY, EASTERLY, ~ NOR~ERLY ON ~E EASTERLY LI~ OF SAiD T~CT 3929, FOLLOWING ~E COPSES ~EREOF TO THE SO~EAST C0~ER OF LOT B42 OF T~CT NO. 3883 AS SHO~ ~Y YAP ON FILE iN BOOK 63 PAGE ! OF ~PS, RECO~S OF RI~RSIDE CODYTY, C~IFO~IA; THENCE NORTHERLY ON TEE EAST LI~ OF SAID LOT 543 TO THE COAST CO~R OF LOT 504 OF SAID T~CT 3883; THENCE EASTERLY ON TbiE SOUTH LiNE 0F SAiD T~CT 3883, FOLLOWING Ti{E SO~.SES THEREOF, T0 T[ NORT~ST CO~R OF LOT A-! OF T~CT 4188, AS SHO~ BY ~P ON FILE IN BOOK 67 PAGE 60 OF ~PS, RECODS OF RiVERSiDE CO~Y, CALIFO~IA; THENCE SO~H 02° 49' 23" EAST, 2662.36 FEET ON THE EST LI~ OF SAiD T~CT 4188 ~ THE ~ST Li~ 0F T~CT 7401, AS SHO~ BY ~P ON PiLE iN BOOR 86 PAGE I1 OF ~PS, RECOPJS OF RiVERSiDE C0~TY, /ALIFOlh'IA, TO THE MOST ~STERLY CORER OF LOT B (LA SERENA WAY) OF SAiD TFACT 7401; THENCE SOUTH 27 o 25 ' il" EAST, 44 . ~9 FEET TO THE MOST SOL~HERLY 2DF_NEE OF SAiD LOT 5; THENCE EASTERLY ON THE CENTER LINE OF LA SERENA WAY (88.00 FEET WiDE~ ~h~ THE S0~HEKLY LINES 0F SAiD TFICT 7401, SAiL TPlCT TFS. ST 4457, AS SHO~' BY ~P ON FiLE iN'. BOOK 72 PAGE 78 OF ~PS, KEEOFaS OF RiVERSiDE CO~Y, CALiFOPIiA; T~CT 4153, AS SHO~' BY Y~.P ON FiLE iN BOOK 73 PAGES ! THROUGH 5, iNCLUSiVE, OF ~PS RECORDS OF RiVERSiDE CO~?Y, CALiFOP~'iA, ~ THE SOLTHEASTERLY Lihl ~,= '~'~ 7402 AS SHO~ BY F~P ON FILE IN BOOK 87 PAGE 92 OF F~PS, LEgSPaS OF RiVERSiDE CO~Y, CALiFO~'IA, TO THE MOST EASTERLY ESP_h~R DF LOT D OF LAST SAiD TPICT; THENEE NSRTi~STERLY ON THE NORTHEAST LiN~ OF SAiD TPICT TO Ties SCLCEERLY LiN~ OF ~O~ SAiD T~CT 3883; '=="'= iN A GENE.~.AZ DiRECTiON N0~='=A c-To- v 0N SAil SOUTHERLY LZNE, FOLLOWING TEE COD~SES THEREOF, T0 TEE NORTHEAST LiNE OF SAiD TEMECULA THENCE SOUTHEASTERLY ON SAiD NORTHEAST LZR~ T0 TEE ihTEP. SECTiSN SF ~=7 =~'~ LiNE OF SECTION 29 TOeSHiP 7 SOUTH, ~GE 2 WEST, BEP~ARDiNO BASE ~ MERIDI~, SAID EAST SECTION LINE BEING A LINE BEARING SOUTH 00° 27' 48" ~ST, ~ICE PASSES THROUGH TEE POIhT BEGZh~CZNG; THE~SE NORTH 00 ~ 27 ' 48" EAST, ON SAiD LiNE T~ THE PZ ANT ~F BEGi~'iNG; =~"'~' ~= CALiFORNiA ELiSEPT ~Cf _~r.__~ .... F~_~'CH0 RO~5 WiTHiN SAiD TFiTT 3334; ALSO EXCEPT TPiAT PORTION WITHIN PARCEL MAP 4758, AS SHOWN BY MAP ON FiLE iN BOOK 6 PAGE 39 OF PARCEL MAPS, RECORDS OF RIVERSIDE COLrNTy, CALZFOP_\'ZA; ALSO EXCEPT TF_AT PORTION WITHIN PARCEL MO-.P 7155, AS SHOh~ BY MAP ON FiLE iN BOOK 24 PAGE 72 OF PARCEL F~.PS, RECORDS OF RiVERSiDE CO'J/~TY, CALIFORNIA; ALSO EXCEPT TFIT PORTION DESCRIBED IN PARCEL 2 OF A DEED TO HERITAGE MOBILE HOMES ESTATES RECORDED 2JLY 17, 1974 AS INSTRi/M'ENT NO. 89461 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; EXCEPTING TF_AT PORTION DESCRIBED AS FOLLOWS: TF_AT PORTION OF THE R,A.NCHO TEM1ECULA, IN TI{.E COUNTY OF RI~ZRSIDE, STATE ?F CALZFOP_~'IA, W!'.iICHR~lqCHO WAS G~ED TO THE GOVERNMENT OF THE 'JNiTED STATES TO LUiS ViGNES BY PATENT DATED JA/q'O'~RY !8, 1880 ;2C RECDPOED IN BOOK I PAGE 37 OF PATENTS, RECORDS OF SAN DIEGO COU'~TY, CALiFORNiA, DESCRIBED AS FOLLOWS: ~E~i~'iNG AT THE WESTERLY TERMiNIIS OF THE CE~TERLiN'E OF P, ANCHO CALiFOF~iA ROAD AS DESCRIBED IN DEDiCATiON RECORDED OCTOBER 2{, 29'i AS iNSTRUMENT NO. 93692 OF OFFiCiAL RECORDS OF RiVERSiDE COLr/~Ty, CALIFORNIA; .... ~_ ~_ SAiD CEhTERLiNE, FOLLOWING VAP, iOUS COURSES THEREOF, ~ ~='= CEhTERLiNE OF T~~ PORTION OF M.Z. RGARiTA ROAD -=c-~-==- "' DEDiCATiON RECORDED A~'L 28, 1971 AS iNSTRLrFIhT ,'~ =z'z~ ~= OFFICIAL RECOP~S OF RIVERSIDE C01/~Y, ........... CALiFOP~'iA; THENCE NORTH DN SAiD CE~TERLiNE ~_\~ ON THE CENTERLiNE OF THAT P?RTiON CF MJ. RGAR!TA ROAD DESCRIBED IN DEDiCATiON RECORDED AUGUST 4/ 197[ AS iNSTRUMENT NO. 75994 OF OFFiCiAL RECORDS OF RiVERSiDE SSL~TY, SALiFOINiA, FOLLOWING THE VARIOUS COUP. ORS THEREOF, TO THE BESiN!X'iNG OF A CURVE iN LAST SAiD CEhTERLiNY i~.ViNG A P~A?iUS OF THEI¢SE "~, ....... v A.h~ .... NORTHERLY ~ ! 451 93 FEET ON SAiD CL~ '== C9~i}TiATiDN THEREOF THROUGH A CEhTP~L ~_NGLE OF S2° 25' 58"; THENCE NORTH 72° 06' 35" WEST TO THE EAST LINE~ OF LOT 543 OF TPICT 3S53 AS SHD~ BY MAP ON FiLE iN BOOK 63 PAGE ! OF F~APS, RECOPaS OF Ri~.~RSiDE SSL~CY, CALiFOR/~'iA; THENCE SOL'TE ON SAiD EAST L!h~ OF LOT 543 TO THE SOLTHEAST CDPI~R THEREOF, ALSO BEING THE NORTHEAST COPdqER OF LOT 2C OF TF_~.CT _=.cI.c AS SHOW~' BY Y_AP ON FiLE iN BOOK 62 PAGE 67 OF F. APS, RECDFJS OF RiVERSiDE CO~Y, CALZFO~iA; THENCE SOUTH 00~ 07' 28" EAST 300.0C FEET ON THE EAST Lih'ES DF LOTS THENCE SO~H 0B° 07' 28" ~ST 140.00 FEET ON THE EAST LiNE 0F SAiD LOT 19 T0 THE SOUTHEAST CO~R THEREOF; THENCE NORTH SS= 02' 17" WEST ON THE SOUTH LiNE OF SAiD LST l~ T3 THE SSUTi=~ZZT CDPJCER THEREOF~ THENCE ON ~=r SOUTHERLY L~N= OF SAID T~CT 3 9 ~ c ~='= FOLLOWING FEET; SOUTH 71° 15' 26" WEST 491.!8 FEET; SOUTH 790 26' 45" WEST !71.50 FEET; SOUTH 39~ 50' 49" WEST 331.37 FEET; SOL~r_H 16° 35' 12" EAST 207.29 ~E~''~- SOUTH 18° 22' 40" EAST 44.00 F=E'~ TO THE EEGINNiNG OF A NON- TANGENT CIrRVE, CONCAVE NORTHERLY, i{AViNG A RADIUS OF 5,600.00 FEET, A PJ{DIAL TO SAID BEGINNING BEARS SOUTH !8° 22' 40" EAST; THENCE WTEST 175 . 06 FEET ON SAiD CURVE AND SAiD SOUTHERLY LINE_ THROUGH A CENTRAL .~GLE OF 01° 47' 28"; THENCE SOUTH 16° 35' ~2" EAST, 44.00 FEET ON SAID SOUTHERLY L_'NE TO AN ANGLE POINT THEREIN; THENCE SOUTH 73~ 24' 48" WEST, 958.30 FEET TO THE MOST EASTERLY CORNER OF LOT K OF TRACT 3334 AS SHOWN BY MAP ON FILE IN BOOK 54 PAGE 25 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, AND TEE EE~ZZ~CZL'S CF '- _'UEVE, CONCAVE ~OD'T_~-'A~""~rv PiAVING A Pj~_.~!US OF 1,956.00 FEET; THENCE SOUTRW'ESTERLY !08.00 FEET ON SAID OfFEVE AND TEE SOUTHEAST LINE OF SOUTH GENER_~L KEARNEY ROAD AS SHOWN ON LAST SAiD MAP THROUGH A CEh~'TRI-.L ANGLE OF 03~ 09' 49" TO THE MOST NORTHERLY CORNER OF LOT 28 OF SAiD TRACT 3334; T~'ENCE SOUTH 02° 46' 52" EAST, 1,686.65 FEET ON THE EAST LINES OF L3TS 2S ~_N'D 25 TO .~iq ANGLE POINT_ IN THE EAST LINE OF SAID LOT 25; THENCE SOUTH l0° 29' 37" EAST 496.39 FEET ON SAID EASTERLY LINE OF LOT 25 TO THE NORTH LINE_ OF LONG VALLEY ROAD (NOW KNOWN AS RANCHO CALIFORNIA ROAD) AS SHOWN ON LAST SAID MAP; THENCE NORTH 8!° i6' 06" EAST 155.05 FEET ON SAID NORTH LINE. TO THE MOST NORTHERLY CORNER OF LOT L OF SAiD TRACT 3334; . _. FEET ON THE NORTHEAST LiNE OF THENCE SOUTH 08° ~3' ~" EAST 55.00~.. SAiD LIT L TO THE POiI~T OF BEGIIN'NiNGf EXCEPT THOSE PORTIONS DESCRIBED iN DEEDS TO THE R. ANCHO CALiFOR_NIA WATER DiSTRiCT RECORDED NOVEMBER 29, [967 AND MAY 28, 1982 AS iNSTKUM. EhTNOS. !0473~ A_hD 92786, RESPECTIVELY, OF OFFiCiAL RECORDS O? RiVERSiDE COLrNTY, CAL!FOP~'iA; ALSO EXCEPT THOSE PORTIONS DESCRIBED IN DEEDS TO THE METROPOLITAN' WATER '~'-"-""~ ~F SDUTHEB~N CALIFORNIA =v DEEDS RECOP~ED DECESER ii, iS57 ~_h~ Y~.RCH 2S, !982 AS iNSTR~E~ NOS. !0S720 E 52002, RESPECTi~ZLY, OF OFFiCi~ RECOP~S OF RI~RSiDE CO~CY, C~2FOP~'iA; ALSO EXCEPTING TH_AT PORTION DESCRIBED AS FOLLOWS: Ti-Ln.T PORTION OF THE P,A.NCH0 TEMECULA, iN THE COLr~TY OF RiVERSiDE, STATE OF CALiFOB/~'iA, WHICH R.A/qCHO WAS GRA/¢TED BY THE GOVEP_NM_ENT OF THE U'N'iTED STATES TO LUIS ViGNES BY PATENT DATED jA/rj;~RY 18, 1860 .AND RECORDED IN L!BER i PAGE 37 OF PATENTS, RECORDS OF SAN DIEGO COLr~Ty, C~L/FORNIA, DESCRIBED AS FOLLOWS: ZZSZ_,ZCZZ~G AT PCZhT "A" AS DESCRIBED ZN EASEMEZ~T /i: iN CEEi RECORDED NOVEMBER 24, 1967 AS iNSTRUMENT NO. 104736 OF OFFZiZAL RECORDS OF RIVERSIDE COLrNTY, CALIFORNIA; THENEE SOUTH 04= ll' iS" ~ST 95.83 FEET; THENCE SOUTH 69° 26' 37" EAST 3!9.75 FEET; THENCE SOUTH 35° 57' 52" WEST 550.00 FEET; THENCE NORTH 54° 02' 28" WEST 240.00 FEET; THENCE NORTH !6° 16' 42" WEST 342.!9 FEET; THENCE NORTH 57° 25' 32" EAST 374.96 FEET TO THE POIhT OF BEGINNING; ALSO EXCEPT TieAT PORTION CONVEYED TO STEVEN E. EATON, ET L~, BY DEED RECORDED APRIL 9, 1969 AS INSTRUMENT NO. 34471 OF OFFiCiAL RECORDS OF RIVERSIDE COrrlqTY, CALIFORNIA; ALSO EXCEPT TF. AT PORTION CONVEYED TO RANCHO CALIFORNIA WATER DiSTRiCT BY DEED RECORDED MARCH 25, !970 AS INSTRUMENT NO. 27617 OF OFFICIAL RTCORDS OF RIVERSIDE COUNTY, CALIFOR/qIA; ALSO EXCEPT TEAT PORTION DESCRIBED IN THE DEED TO LINFIELD SCHOOL RECORDED rjLY I, 1968 AS INSTRUMENT NO. 61722 OF OFFiCiAL RECORDS OF RiVERSiDE COUI~TY, CALIFORNIA; ALSO EXCEPT PORTION CONVEYED TO ELSINORE UNION HIGH SCHOOL BY DOCUMENT_ RECORDED rJLY 30, 1980 AS INSTRUMENT N0. 121620 OF CFFiCiAL RECOP~S OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPT THAT PORTION WITI{IN LOT 1 OF TRACT 4!92-R AS SHOWN BY F~P ON FiLE IN BOOK 52 PAGE 12 OF MAPS, RECORDS OF RIVERSIDE C9'J~Y, CALiFOR/N~iA; ALSO EXCEPTING THEREFROM THOSE PORTIONS LYING WITHIN THE FOLLOWING TFJ~CTS: TFiiT 121S9, AS SHO~ BY F~AP ON FILE iN BOOK !35 PAGES 17 THROUGH -z OF .MARS; .... ~ 12189-~ SHOWN BY ~.P __ z AS ON iN BOOK 134 PAGES 91 THROUGH 93 OF MAPS; TRACT 12189-2, AS SHOWN BY MAP ON FiLE iN BOOK 134 PAGES 94 THROUGH 96 OF MAPS; TP_ACT 12189-3, AS /E?~'~r EY VAF 9N FiLE iN BOOK 134 PAGES 97 THROUGH 99 OF F}.RS; TPICT 12189-4, AS SHOWN BY M~.P ON FiLE iN BOOK 135 PAGES 1 THROUGH 3 OF YIPS; TF~.ST 12189-5, AS SHO~' BY D.P ON FiLE iN BOOK 135 PAGES 4 THROUGH 7 OF ~PS; TF~CT 12189-6, AS SHO~ BY ~.P ON FiLE iN BOOK '== PAGES E THROUGH ii OF F~.PS; TRACT 12189-7, AS SHOhY ~Y F~.P ON FiLE iN BOOK 135 PAGES 12 THROUGH !4 OF ~PS; LOTS 3, 4, !0, 12, 17~ 19, 20, 21, 22, 23, 30 ~ 32 OF T~CT 9~33-2, AS SHO~' BY YiP DN FiLE iN BOOK IOl PAGES 89 THROUGH 95 OF ~PS; TPICT 8369, AS SHOWN ~Y F_~.P ON FILE iN BOOK 97 PAGES 58 THROUGF. 61 OF MAPS; TR_~CT 8369-!, AS SHOWN BY MAP ON FiLE IN BOOK 97 PAGES 22 THROUGH 29 OF F. APS; TP~.ST ~3~9-2, AS SHOWN _~Y .MAP ON FiLE iN BOOK 97 PAGES 44 THROUGH 48 OF M_~PS; TRACT 20079, AS SHOWN BY MAP ON FiLE iN BOOK 150 PAGES 47 THROUGH 51 OF biz~PS; TEliT 20078-i, AS PiLE iN BOOK !50 PAGES 28 THROUGH 34 OF MAPS; TP~ACT 20C7.c-2, AS SHOWN BY MAP ON FILE IN BOOK !50 PAGES 35 T!{..ROUGH 40 OF MAPS; TRACT 20079-3, AS SHOWN BY MAP ON FiLE iN BOOK 150 PAGES 41 THROUGH 4~ OF MAPS; ALL REOOPaDS OF RIVERSIDE COUNTY, CALiFORNiA; ALSO EXCEPTING THEREFROM LOTS 20 THROUGH 30 OF TRACT 9833, AS SHOWN =v ~x,- ON FiLE 'N BOOK !2~ PAGES 9 THROUGH ~ OF MAPS, RECORDS OF RiVERSiDE COU'~Tv CALiFOR_~'iA; ALSO EXCEPTING THEREFROM LOTS 13 THROUGH 18 AN'D 22 THROUGH 27 OF TP_ACT ~823-3, AS SHOWN BY MAP ON FILE IN BOOK 120 PAGES 86 THROUGH 91 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM A_h'YPORTION LYING WITHIN PARCEL MAP 17558, AS SH0~' BY M3~.P ON FILE IN BOOK 94 PAGES 79 THROUGH 80 OF MAPS, RECORDS OF RiVERSiDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM TP, ACT 21082-1, AS SHOWN BY MAP ON FILE IN BOOK 160 PAGES 27 THROUGH 30 OF MAPS, RECORDS OF RIV'ERSIDE COLTNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM TF_~T PORTION OF SECTIONS 7 A/~D 8 OF TOWNSHIP 8 SOUTH, RANGE 2 WEST, LYING SOUTHERLY OF RANCHO VISTA ROAD, SOUTH'W'ESTERLY OF MARGARITA ROAD, NORTHERLY OF PAUBA ROAD, A/q'D EASTERLY OF TF!T PORTION CON'v'EYED TO THE METROPOLITAaN WATER DiSTRiCT OF SOUTHEE CALiFORNiA AS PARCEL E OF DEED RECODED DECEMBER 13, 1967 AS INSTRUMENT NO. 109720 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA (SECOND SAN DIEGO AQLFEDUCT); ALSO EXCEPTING THEREFROM T.~IAT PORTION CONVEYED TOEANCHO CALIFORNIA WATER DISTRICT A PUBLIC CORPORATION, MORE PARTICULARLY DESCRIBED AS FOLLOWS: A PORTION OF THE R~3CHO PAUBA AS SHOWN BY MAP ON FiLE IN BOOK ! PAGE 45 OF PATENTS, RECOPaS OF SAN~iEGO COLrbTTY, CALiFORNiA, AND =~ AS SHOWN' ON A RECORD OFSURVEY, ON FILE iN BOOK 50 PAGES 68 TO 75 OF ~ECDRDS OF SLrRVEY, RECORDS OF RIVERSIDE COi/NTY, CALIFOP~iA, DESCP. iBED AS FOLLOWS: COMM. ENCiNG AT THE CEhTERLiNE IhTERSECTiON OF P3~_NCHO CALiFOR/~'iA ROAD AND BUTTERFiELD STAGE RO~, AS SHOWN ON SAID RECOP~ OF SU?,VEY, SOUTH 58° 12' 41" WEST, ALONG THE CENTERLi~ OF PJ~NCH~ CALZFOP_h'iA THENCE NORTH 31° 47' !9" ~ST, 55.00 FEET TO THE TRUE FSih7 EEG!h%'iNG; THENCE CO~TiN~'iNG ALONG SAID LiNE NORTH 31° 47' 19" WEST, 115.00 FEET; THENCE NORTH 58° 12' 41" EAST, 130,00 FEET; THENCE SOLTH 41° 39' 08" EAST, 118.73 FEET; THENCE SOUTH 55° !2' 42" WEST, 250.00 FEET PA_RALLEL TO AKD 5S.CC FEET NORTHERLY OF THE PREVIOUSLY DESCRIBED CE_~CT_ERLi:CE SF .".AIJ_'H~ CALiFORNiA ROAD TO THE TRUE POINT OF BEG!NN_'NG; ALSO EXCEPTING THEREFROM PARCEL ! A/gO LETTERED LOT "~" C'F PARCEL .MAP 22098 IN THE COUNTY OF RIVERSIDE, STATE OF CALiFO.~h'iA, AS BY MAP ON FILE IN BOOK 134 PAGES 61 AND 62 OF MAPS, RECORDS OF RiVERSiDE COLrNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM TF~.T PORTION LYING WESTERLY OF THE TEMECULA RA. NCH0 BOUNDARY LIES LYING SOUTHERLY OF THE SOLTH LiNE OF SOUTH GENEK-Z,L KEAP. N~' ROAD ANT TP~T CERTAIN PARCEL DESCRIBED, RECORDED DECEMBER 13, 1967 AS INSTRUMENT NO. 109720 OF OFFiCiAL RECORDS OF RIVERSIDE COI/NTY, CALIFORNIA, LYING NORTHERLY OF R_A~CH0 CALiFOP&'iA ROAD, AND EASTERLY, OF MARGARITA ROAD; ALSO EXCEPTING THEREFROM TEAT PORTION THEREOF AS CObrjEYED TO THE TEMECULA D~'iON SCHOOL DISTRICT, BY DEED RECORDED j~'~_RY 15, !987 AS INSTRUMENT NO. 10785 OF OFFICIAL RECORDS OF RiVERSiDE COIIhTY, CALiFORNiA; ALSO EXCEPTING THEREFROM TEAT PORTION LYING WITHIN PARCEL MAP N0. 21884, AS SHOWN BY MAP ON FILE IN BOOK 144 PAGES 24 TO 33 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM TEAT PORTION LYING WITHIN PARCEL MAP NOS. 22513 AND 22514, AS SHOWN BY MAP ON FiLE iN BOOK 145 PAGES 70 ~ 71 AND IN BOOK 145 PAGES 80 THROUGH 85 BOTH OF PARCEL MAPS, REC/DRDS OF RIVERSIDE COI/NTY, CALiFORNiA; ALSO EXCEPTING THEREFROM TBZAT PORTION LYING WITHIN PARCEL F~P NO. 23432, AS SHOWN BY MAP ON FILE IN BOOK 159 PAGES 36 THROUGH 61 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; ALSO EXCEPTING THEREFROM TEAT CERTAIN PARCEL OF LAND, iN THE ra%'iNCORPORATED TERRITORY OF THE COLrI, FfY OF RiVERSiDE, STATE OF CALIFOP~IA, BEING A PORTION OF THE PJeICHO TEMECI/LA GR.A.NTED BY THE GOVERNMENT OF THE UNITED STATES OF AMERiCA TO LU!S ViGh~S BY PATENT DATED jA_N~ARY 18, 1860 AND RECORDED IN BOOK 1 PAGE 37 OF PATEhTS, ViGNES BY PATEhT DATED jANUARY 19, 1860 A/q'D RECORDED i~C BOOK i PAGE 45 OF PATENTS, RECOPDS OF SAN DIEGO COL~TY, CALiFOP~'iA, DESCRIBED AS FOLLOWS: BEGZN'h'ZNG AT THE ZI~'TERSECTiON OF THE CENTERLiNE OF VINEYARD AVEbrD'E AS SHO~' ON A F_~.P OF TRACT N0. 20879-1 ON FILE iN BOOK 165 PAGES 96 THROUGH 100 OF MAPS, RECORDS OF RIVERSIDE COD'ATY, CALZROR/~'iA; WiTH A CL'RVE iN THE CEhTERLIN'E OF KAISER PARKWAY AS SHOW~' ON PARCEL MAP NO. 21884 ON FiLE iN HOOK 144 PAGES 24 THROUGH 33 RECORDS OF RiVERSiDE COD'ICY, CALZFORKZA; SAID CURVE BEING CONCA%~E EASTERLY ~_h'D Z-2-.ZrZNG A R~_DZUS OF !300.00 FEET, A P.A/DiAL LiE OF SAiD CURVE FROM SAiD POINT BEA.RS NORTH 68° 43' 45" EAST; THENCE ALONG SAiD CHhTERLiNE THROUGH THE FOLLOWING CGL'P.,SES: ALONG SAID CURVE NORTHERLY 4-'_4.80 FEET THROUGi-.' A CE~T--=_~.L A.~GLE !9~ 36' 15"; TE'ENCE TANGENT_ FROM SAID CURVE NORTH ! DEGREE 40' 00" W'EST, 470.00 FEET TO THE BEGiNIN'iNG OF A TANGEI~T CURVE CONCAVE ~'ESTERLY F_~VZNG A RADIUS OF 12OC.0O FEET; THENCE ALONG SAID CURVE NORTHERLY 911.76 FEET THROUGH A CENTP. AL ANGLE OF 43° 32' 00"; THENCE TANGENT FROM SAID CURVE NORTH 45° 12' 00" WEST, 1314.50 FEET TO TF{E BEGZN~'!NG OF A TANGENT_ CL'HVE CONCAVE EASTERLY .'-_K'D .=L~'ji_~G A P_A_DIUS OF 1400.00 FEET7 THENCE ALONG SAiD CURVE NORTHERLY ~73 . 58 FEET THROUGH A CENTRAL ~_NGLE OF 27° 34' 00"; THENCE TANGEI%T FROM SAID CURVE NORTH 17~ 38' 00" WEST, 458.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A R_~C'iUS OF ~900.00 ~"'~'~m. THENCE ALONG SAID CURVE NORTHERLY 410.84 FEET THROUGH A CENTP. AL ANGLE OF 19° 36' 58"; THENCE TANGENT FROM SAID CURVE NORTH 37° 14' 58" WEST, 167.70 FEET TO A POINT ON A NON-TANGENT CURVE IN THE CENTERLINE OF A LA SERENA WAY, AS SHOWN ON SAID PARCEL MAP, SAID CURVE BEING CONCAVE SOUTHERLY AND HAVING A RA.DIUS OF 2000.00 FEET, A RA.DIAL LINE OF SAiD CURVE FROM SAID POINT BEARS SOL_'TH 37° 14' 58" EAST; THENCE LEAVING SAiD CEI~TERLINE OF KAISER PARKWAY, A.LONG SAiD CURVE AND CENTERLiNE EASTERLY 373.92 FEET THROUGH A CENTR.AI ANGLE OF 10 42' 43" TO THE NORTHEASTERLY LINE OF THE LAND DESCRIBED IN PARCEL 2 A GRANT DEED RECORDED JANT3ARY 15, 1987 AS INSTRUMENT NO. 10785 OF OFFiC'AL RECORDS OF RIVERSIDE COUNTY, CALiFOR/~IA; THENCE RAD!ALLY FROM SAID CURVE, ALONG SAID F~.STERLY LINE NORTH 26~ 32' 15" WEST, 472.10 FEET TO THE SOUThEASTERLY !.INE TRACT NO. 3883, AS SHOWN BY MAP ON FILE IN BOOK 63 PAGES 1 T~ROUGH 35, THEREOF, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE ALONG SAiD SOUTHEASTERLY LINE THROUGH THE FOLLOWING COURSES: NORTH 63° 49' 07" EAST, 112.13 THENCE NORTH 58° 41' !!" EAST, THENCE NORTH 47° 43' 00" EAST, THENCE NORTH 31° 13' 28" EAST, THENCE NORTH 22° 38' 36" EAST, SAiD P~/qCHO TEMECULA; FEET; 389.65 FEET; 150.14 FEET; 149.ES FEET; 149.82 FEET; 14!.22 FEET TO THE EASTERLY LEN'E OF THENCE LEAVING SAID SOUTHEASTERLY LIEGE, ALONG SAID EASTERLY LINE_ SOUTH 47° 40' 42" EAST, 3412.16 FEET TO THE SOUTHEASTERLY CORNER OF PARCEL ~, AS SHOWNBY PARCEL MAP ON FILE iN BOOK ! PAGES 44 THROUGH ~ OF PARCEL F_~PS, RECORDS OF RI~RSZDE..CO'j'~"r_Y, CALiFOP~¢iA; THENCE ALONG THE EASTERLY LINE_ OF SAiD PARCEL 6 A_~ THE NORTHERLY ?ROLONGATiON THEREOF NORTH 0~ 28' 01" EAST, 2602.21 FEET TO A POINT SF CUSP WiTH A TANGENT CURVE IN THE CENTERLINE OF BL'TTERFiELD STAGE ROA~ AS SHOWN ON SAID MAp, SAID CLFRVE BEING CONCAVE NORTHEASTERLY ~CD_ HAVING A F~IZUS OF 4800.00 FEET; THENCE ALONG SAiD CU?,V'E AND CEhCERL!N~ SOUTHEASTERLY 3529.57 FEET THROUGH A CENTRAL ANGLE OF 42= 07' 52"; THENCE 2O~Ci~%'iNG ALONG SAID CEnTERLiNE, TANGENT_ FROM SAiD CURVE SOLTH 41° 39' 51" EAST, 1033.90 FEET TO A POINT BEARING NORTH 48~ 25' 0~" EAST FROM THE MOST NORTHERLY COR/~R OF THE LAND DESCRIBED iN A GP.A_NT DEED RECORDED APRIL 24, 1975 AS iNSTRUMEhT N0. 46802 OF OFFICIAL RECORDS OF RiVERSiDE COUI~'TY, CALiFSPJ{iA; THENCE SOL~TH 48° 20' 09" W'EST, 55.00 FEET TO SAiD NORTHERLY CO~YR; THENCE ALONG THE BO~Y OF SAiD L~ SOUTH 58 = 22 ' 35 '= 130.C5 FEET ~ SOUTH 31° z7' 21" ~zc~ ll~.~4 ==r .... ='~ SOUTHERLY CO~'ER OF SAiD L~: THENCE CO~I~JiNG SO~H 31 o 47 ' 21" EAST, 55 . 00 FEET T0 THE CE~ERLIE OF ~CMO CALiFOEIA RO~ AS SHO~ ON SAiD ~P OF T~CT N0 ~OSTP-' THENCE ALONG SAiD CE~ERLINE SOUTH 58° 12' 39" ~ST, !5!4.89 FEET TO THE NORTHEASTERLY LI~ OF THE L~ DESCRIBED IN A GP_~ DEED RECORDED ~RCH 9, 1983 AS INSTR~ NO. 43865 OF OFFiCiL RECODS OF RIVERSIDE COLBY, CALIFO~IA; THENCE ALONG THE BO~Y OF SAiD L~ NORTH 36 ~ 06 ' 41" ~S T, NORTHEASTERLY LiNE OF T~CT NO. 20879 AS SHO~ BY ~P ON FiLE BOOK 169 PAGES 16 THROUGH 19, THEREOF, OF ~PS, RECORDS OF RIVERSIDE CO~Y, CALIFO~IA; THENCE ~ONG THE BO~Y OF SAID T~CT NORTH 36° 06' 4!" ~ST, 878.55 FEET TO THE SO~EASTERLY CO~R OF TEE L~ DESCRIBED IN A GP~T DEED RECORDED ~CH 25, 1970 AS INS TR~ NO. 276 ! 7 OF OFFICi~ RECO~S OF RI~RSIDE CO~Y, CALIFO~IA; THENCE ~ONG THE BO]~Y LI~ OF SAiD L~ THROUGH ~E FOLLOWING COPSES: NORTH. 36~ C2' 00" WEST, 645.52 FEET; THENCE NORTH 72° 49' 22" WEST, 440.67 FEET; THENCE SOUTH 58° 02' 52" WEST, 467.31 FEET; THENCE SOUTH 20° 20' 50" EAST, 336.00 FEET; THENCE SOUTH 60° 25' 00" EAST, 346.63 FEET TO THE NORTHWESTERLY CORNER OF SAID TRACT NO. 20879; THENCE ALONG THE WESTERLY LINE OF SAID TRACT SOUTH 3° 50' 01" WEST, 347.32 FEET TO THE NORTI'IWESTERLY CORNER OF SAID TRACT NO. 20879-1; THENCE ALONG 'fi-tE WESTERLY LINE OF SAID TRACT SOUTH 3° 50' 01"-WEST, .c20.29 FEET ~Bq'D SOUTH 22° 50' 51" EAST, 363.59 FEET TO A POINT ON A NON-TANGENT CURVE IN SAID CENTERLINE OF VINEYARD AVENUE CONCAVE NORTHERLY :-~h~D F_AVING A P_z. DiUS OF 6785.00 FEET, A RADIAL LiNE OF SAID CURVE FROM SAID POINT BEARS NORTH 22° 50' 30" WEST; THENCE ALONG SAiD CUHVE ~ CEI\~TERLiNE ~STEF. LY 30.00 FEET THROUGH A CENTPAL ANGLE OF 0 = 15 ' 12"; THENCE COhTibFjiNG ALONG SAiD CENTERLiNE, TANGENT. FROM SAiD CURVE SOUTH 670 24' 42" WEST, 93.37 FEET TO THE POiI~T OF BEGINNING; EXEEPTiNG THEREFROM TPiAT PORTION iNCLUDED WITHIN Zi/E LAND DESCRIBED iN PARCEL "A" OF A GR.ANT DEED TO THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFOR/~'iA RECORDED DECEMBER 13, 1967 AS INSTRUMEh~T NS. 1C.~720 OF OFFiCiAL RECORDS OF RiVERSiDE CDLr~'TY, CALiFORNiA; ALSO EXCEPTING THEREFROM THOSE CERTAIN PARCELS OF LA_N'D SITUATED IN THE U~'iNCORPORATED TERRITORY OF THE COI/ATTY OF RiVERSiDE, STATE OF CALiEOR.NiA, LYING WITHIN THE RANCHO TEMECULA GRANTED BY THE GOVERNMEh~r OF THE UNITED STATES OF A/~_ERiCA TO LUIS ViGNES BY PATEIghT BATED jAITu'kR, Y 18, 1860 AND RECORDED IN BOOK I PAGE 37 OF PATENTS, LE:BF.~S OF SAN' DIEGO COi/hTY, CALiFORKiA, DESCRIBED AS FOLLOWS: BEGINNING AT THE iNTERSECTION OF A CURVE iN THE CENTERL2NE OF FAARGAR_'TA ROAD W_~TH THE CENTERLiNE OF LA ."ERENA WAY AS SHOWI' BY PARCEL MAP N0. 21884 ON FILE IN BOOK !~.4 PAGES 24 THROUGH 33 OF PARCEL MAPS, RECORDS OF RiVERSiDE COLTSTY, CAL2FOP_h'iA, SAiD CL'RVE BEING CONCAVE_ SOUT.~'W'ESTERLY ~2ql'_ }LAV_'NG A R.ASTUS OF 1200..oC FEET, A RADIAL LINE OF SAiD CURVE FROM SAID INTERSECTION BEARS SOUTH 65o !7' 31" W'EST; THENCE ALONG SAID CURVE AND CENTERLINE, NORTHW'ESTERLY 387.99 FEET THROUGH A CENvTRAL ANGLE O? ! 8 o 3 ! ' 3 !"; THENCE TANGENT FROM SAiD CURVE, ALONG SAID CENTERLINE NORTH 43 ° !~.' 00" WEST, 36.82 FEET; THENCE NORTH 46° 46' .00" EAST, 55.00 FEET TO THE 2NTERSECTiOi~' OF THE NORTHEASTERLY LINE OF SAiD MARGARITA ROAD (110.00 FEET WIDE) WITH THE EASTERLY LiNE OF A SOUTHERN COUNTIES GAS COMP~jrY. OF CAL'FOP.~'IA EASEMENT ( 30 . 00 FEET WIDE) AS DESCRIBED iN A DOCUMENT RECORDED SEPTEMSBER 19, 1958 AS INSTRLTMENT NO. 6728~. OF OFFICIAL RECORDS OF RIVERSIDE COLrNTy, CALiFORNiA; THENCE ALONG SAID EASTERLY LINE NORTH 3° 07' 38" EAST, 1151,41 FEET TO THE EASTERLY PROLONGATION OF THE SOUTHERLY LINE OF LOT 19 OF TP. ACT NO. 3929 AS SHOWN BY MAP ON FILE IN BOOK 62 PAGES 67 THROUGH 80, 'THEREOF, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE ALONG SAID PROLONGATION NORTH 87° 59' 45" WEST, 38.26 FEET TO THE SOUTHEASTERLY CORNER OF SAID LOT 19 AND THE CENTERLiNE OF A SOUTHERN COUNTIES GAS COMPANY. OF CALIFORNIA EASEMENT (16.50 FEET WIDE) AS DESCRIBED IN A DOCUMENT RECORDED JULY 7 , 1949 AS INSTRUMENT NO. 6!2 OF OFFYCIAL RECORDS OF R_TVERSIDE COUNTY, CALiFORNiA; THENCE ALONG SAID CENTERL_rNE NORTH. 3° 07' 38" EAST, 234.38 FEET AND NORTH 0~ 07' 22" EAST, 306.07 FEET TO THE NORTHEASTERLY CORNER OF LOT 20 OF SAID TRACT NO. 3929; THENCE ALONG THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT NORTH 89D 30' 50" EAST, 38.25 FEET TO SAID EASTERLY LIE OF THE SOUTHERN COUNTIES GAS COMP.A_N'Y EASEMENT; THENCE ALONG SAID EASTERLY LINt'] NORTH 0° 07' 21" EAST, !032.93. FEET TO T~iE SOUTHERLY LiNE OF TRACT NO. 3883, AS SHOWN BY MAP ON FILE IN BOOK 63 PAGES ! THROUGH 35, THEREOF, OF MAPS, RECORDS OF RIVERSIDE COL~TY, CALIFORNIA; THENCE ALONG SAID SOUTHERLY LINE NORTH 75° 57' 00" EAST, 598.69 FEET, NORTH ~.7° I!' 82" EAST, 3~.2.77 FEET AND NORTH 28D 27' 20" EAST, 330 . 63 FEET TO THE WESTERLY j~INE OF THE UNITED STATES OF AMERICA RIGHT-OF-WAY AS DESCRIBED IN DOCUMENTS RECORDED OCTOBER 27, 1949 AS INSTRUMENT NO. "! ! 3 AND DECEMBER !, ! 953 AS INS TRLrMENT N0. 57185 BOTH OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE ALONG SAID W'ESTERLY LINE SOUTH 2°.~49' 06" EAST, 362.80 FEET, SOUTH 87° 10' 54" WEST 10.00 FEET AND SOUTH 2° 49' 06" EAST, 891.89 FEET T0 A POINT ON THE NORTHERLY LINE OF SAID LA SERENA WAY (88.00 FEET WIDE) AS SHOWiN' ON SAiD PARCEL MAP N0. 22884, SAiD NORTHERLY LiNE BEING A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RA/DiUS OF 89 -'- . 00 FEET, A RADIAL LiN'Z OF SAiD CURVE FROM SAiD POINT BEARS SOUTH ~.4° 34' 43" EAST; THENCE ALONG SAiD CURVE AND NORTHERLY LINE NORTHEASTERLY 160 . 41 FEET THROUGH A CENTRAL ANGLE OF 10° 16' 49" TO THE BOUNDARY LINE OF T.rtACT NO. 7401 AS SHOWN BY MAP ON FILE IN BOOK 86 PAGES 1t AND 12, THEREOF, OF MAPS, RECORDS OF RIVERSIDE COU'/~TY, CALIFORNIA; THENCE NON-TANGEh~T FROM SAiD CURVE, ALONG SAiD BOUNDARY LINE SOUT. H 27° 25' 49" EAST, 23.42 FEET TO AN ANGLE POIh"r. THEREIN A_ND A POINT_ ON A NON-TANGENT CURVE iN SAID BOUNDARY LiNE CONCAVE SOUTHERLY AND F. AViNG A RADIUS OF !200.00 FEET, A R.A.DiAL Lih'E OF SAiD C'J?~VE FROM SAID POIh~T_ SEARS SOUTH 270 25' 49" EAST; THENCE ALONG SAiD CURVE AND BOUNDARY LINE_ EASTERLY 228 . 60 FEET THROUGH A CEhTRAL A/qGLE OF lO° _=4' 53"; THENCE TANGENT FROM SAiD CI/P. VE, CONTINUING ALONG SAiD BOUNDARY LiNF NORTH "' ~ 25' 04" EAST, 4!. ~ ~ FEET TO THE EASTERLY TERF. Z~FJS OF A CURVE =_AViNG A RADIUS OF 850.00 FEET AND A LENGTH OF 208.08 FEET IN SAiD CENTERLINE OF LA SERENA WAY AS SHOWN ON SAiD PARCEL MAP NO. 21884; THENCE ALONG SAID CURVE AND CENTERLINE SOUT.~WESTERLY 208.08 FEET THROUGH A CENTRAL ANGLE OF 14° 01' 33" TO THE EASTERLY LINE OF SAiD UNITED STATES OF AMERICA RIGHT-OF-WAY; THENCE ALONG SAiD EASTERLY LINE_ SOUTH 2° 49' 06" EAST, 50.09 FEET TO A POINT_ ON A NON-TANGENT CURVE iN THE SOUTHEP. LY LINE_ OF SAiD LA SERENA WAY (88.00 FEET WIDE) SAiD CURVE BEING CONCAVE SOUTHEASTERLY A/q'D .%Ln. VING A RADIUS OF 805.00 FEET, A RkDIAL LiXE OF SAiD CURVE FROM SAID POINT BEARS SOUTH 32° 1!' 52" EAST; THENCE ALONG SAiD SOUTHEASTERLY LiNE AND TH.'C EASTERLY LiICE OF SAiD LA SERENA WAY THROUGH THE FOLLOWING COUESES: A_LONG SAID CURVE SOUTI-IW'ESTERLY 885.57 FEET THROUGH A CENTRAL ANGLE OF 620 57' 08"; THENCE TANGENT FROM SAID CURVE SOUTH 5° 09' 00" EAST, 359.02 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 894.00 FEET; THENCE ALONG SAiD CURVE SOUTHERLY 381.9 = FEET THROUGH A CENTRAL ANGLE OF 24° 28' 34"; THENCE TANGENT FROM SAID CURVE SOUT}t !9c 19' _",4TM WEST, 77.02 FEET; THENCE SOUTH 22° 44' 57" EAST, 30.83 FEET; THENCE LEAVING SAID SOUTHEASTERLY LINE SOUTH 30 o 14 ' 22" WEST, 4i. 92 FEET TO THE CENTERLINE OF SOUTH GENHRAL KEARiTf ROAD AS SHOWN ON SAID PARCEL MAP NO. 21884; THENCE ALONG SAID CENTERLiNE NORTH 59° 45~ 38': ~ZST, 57.76 FEET TO SAID CENTERLINE OF LA SERENA WAY; THENCE ALONG SAID CENTERLiNE THROUGH THE FOLLOWING COURSES: SOUT_~_' 19c 19' 34" WE_ST, 371.8! FEET TO TEE BEGIN'N'iNG OF A T~_NGE~vT CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 850.00 FEET; THENCE ALONG SAiD CUP. VE SOU~u"~Lv ~ o~ ==~ '~=ROUG= A C~NT_=AL ANGLE OF 45° 57' 57"; THENCE TANGEhvf FROM SAID CURVE SOUTH'65° !7' 31" WHST, 76.24 FEET TO THE POINT. OF BEGINNING; ALST Ei.iSEPTiNG THEREFROM PARCEL Yl? N0.~23432, AS SHOWN BY MAP ON FiLE iN BOOK 159 PAGES 38 THROUGH 61 OF PARCEL MAPS, RECORDS OF RiVERSiDE COLr~Ty, CALIFOR/~'iA; ALSO EXCEPTING THEREFROM THAT PORTION THEREOF CONVEYED TO THE _'EXESULA ..... == L~iFiED ....... DiSTRiCT, 1~., 19Si AS iNSTRUMEhT NO. 39501.~ OF OFFICIAL RECORDS OF RiVERSiDE CO'~CY, CALiFOrniA . APPROV CITY ATI'ORNEY~ FINANCE DIRECT CITY MANAGER CITY OF TEMECULA AGENDA REPORT TO: Board of Directors FROM: Ronald E. Bradley, General Manager DATE: April 9, 1996 SUBJECT: Temecula Duck Pond Master Plan PREPARED BY: ~ RECOMMENDATION: Phyllis L. Ruse, Development Services Administrator That the Board of Directors: 1. Adopt the Negative Declaration prepared for the Temecula Duck Pond Master Plan. 2. Approve the Master Plan for the Temecula Duck Pond. Authorize the preparation of construction documents and release a formal public bid for the Temecula Duck Pond. BACKGROUND: On August 22, 1995, the Board of Directors awarded a design contract with The Alhambra Group for the preparation of a Master Plan for improvements at the Temecula Duck Pond. A project committee was established with representatives from the City Council, Community Services Commission, Oscar°s Restaurant, biology and design consultants, and City staff. The project committee's first task was to identify the various potential user groups for the park and possible park activities. Special consideration was given to the health and well-being of the wildlife at the park as well as the safety of visitors to the park. The committee worked with Oscar's Restaurant representatives to coordinate fencing, parking, and good neighbor concerns. The committee was also interested in potential future uses of the property, such as, Concerts on the Green, Taste of the Valley and other events. At the conclusion of the third committee meeting held on February 20, 1996, all participants unanimously supported the proposed Master Plan. The Master Plan designates a circulation element around the pond with seating in various locations, a stabilized pond edge, a pond aeration system and fountain, site fencing with limited entry locations, a parking lot, a gazebo/bandstand, some limited picnic facilities, a restroom, security lighting, monumentation, landscaping and irrigation. The committee felt strongly that this park is a natural, tranquil site which is a focal point within the community. It was a high priority that the Master Plan retain those qualities and enhance the beauty and passive nature of the park. Therefore, it was strongly recommended that no banners or signs be allowed on the site. The Master Plan was presented to the Community Services Commission on March 11, 1996. The Commission had several suggestions to be incorporated into the final design of the site which included speed bumps, a stop sign, and a crosswalk from the new proposed parking lot to the duck pond. These items will be added as part of the second phase of construction when the parking lot is constructed. It was also suggested that small lights be added in the perimeter trees surrounding the open bowl area as a part of the second phase. It was further suggested to install interpretive signs, discussing the types of migratory wildlife on the site and partner with the school district for educational field trips to the site. A final suggestion was to include a light on the fountain in the pond. These elements have been added to the design. Staff has already begun some necessary renovations to the site. This work includes tree trimming, irrigation repairs, fence replacement, and management of the existing fowl on the site. The proposed Phase I improvements of the Master Plan include the fencing, stabilized pond edge, aeration, circulation and seating, monumentation, landscaping, and irrigation renovations. Upon completion of these improvements, the committee feels the site will provide more adequate shelter for the waterfowl and present an inviting and relaxing park experience for our residents. FISCAL IMPACT: The engineer's cost estimate for the first phase of this project is $158,010. The cost estimate for Phase II is $521,790. The costs for Phase I are already included in the 1995/1996 Capital Improvement Program. The funding for Phase II will be considered during the upcoming Capital Improvement Program process. ATTACHMENTS: Vicinity Map Negative Declaration Temecula Duck Pond Vicinity Map ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a "Potentially Significant Impact" as indicated by the checklist on the following pages. [ ] Land Use and Planning [ ) Hazards [ ] Population and Housing [ ] Noise IX] Geologic Problems [ ] Public Services [X] Water [ ] Utilities and Service Systems [ ] Air Quality IX] Aesthetics [ ] Transportation/Circulation [ ] Cultura~ Resources [ ] Biological Resources [ ] Recreation [ ] Energy and Mineral Resources [ ] Mandatory Findings of Significance DETERMINATION On the basis of this initial evaluation: prin~te~e I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described on an attached to the project. A NEGATIVE DECLARATION will be prepared. Date R:\CEQAX41EA.Fa8 3/II/96 Idb 2 EVALUATION OF ENVIRONMENTAL IMPACTS: Issues and Supporting Information Sources 1. LAND USE AND PLANNING, Would the proposah a. Conflict with general plan designation or zoning? (Source 1, Figure 2-1, Page 2-17) Conflict with applicable environmental plans or policies adopted by agencies with jurisdiction over the project? ( ) c. Be incompatible with existing land use in the vicinity? (Source 1, Figure 2-1, Page 2-17) Affect agricultural resources or operations (e.g. impacts to soils or farmlands, or impacts from incompatible land uses)? (Source 1, Figures 5-4 & 5-5, Pages 5-15 & 5-17) Disrupt or divide the physical arrangement of an established community (including low- income or minority community)? ( ) 2. POPULATION AND HOUSING, Would be proposal: a. Cumulatively exceed official regional or local population projects? ( ) bs Induce substantial growth in an area either directly or indirectly (e.g. through project in an undeveloped area or extension of major infrastructure)? ( ) Displace existing housing, especially affordable housing? (Source 1, Figure 2-1, Page 2-17) GEOLOGIC PROBLEMS. Would the proposal result in or expose people to potential impacts involving? a. Fault rupture? (Source 1, Figure 7-1, Page 7- 6) b. Seismic ground shaking? ( ) c. Seismic ground failure, including liquefaction? ( ) d. Seiche, tsunami, or volcanic hazard? e. Landslides or mudflows? ( ) Potentially Significant impact Potentially Significant Unless Mitigation incorporated X Less Than Significant Impact X X NO Impact X X X X X X X X X X R:\CEQAI41EA.IY.S 3/11/96 klb 3 Issues and Supporting Information Sources Erosion, changes in topography or unstable soil conditions form excavation, grading or fill? ( ) g. Subsidence of the land? ( ) h. Expansive soils? ( ) i. Unique geologic or physical features? ( ) 4. WATER. Would the proposal result in: Changes in absorption rates, drainage patterns, or the rate and mount of surface runoff? ( ) b. Exposure of people or property to water related hazards such as flooding? ( ) Discharge into surface waters or other alteration of surface water quality (e.g. temperature, dissolved oxygen or turbidity}? ( ) d. Changes in the amount of surface water in any water body? ( ) e. Changes in currents, or the course or direction of water movements? ( ) Change in the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or excavations or through substantial loss of groundwater recharge capability? ( ) g. Altered direction or rate of flow of groundwater? ( ) h. Impacts to groundwater quality? ( ) Substantial reduction in the amount of groundwater otherwise available for public water supplies? ( ) 5, AIR QUALITY. Would the proposal: Violate any air quality standard or contribute to an existing or projected air quality violation? ( ) b. Expose sensitive receptors to pollutants? ( ) Significant X X Less Than Significant rmpact X X X X X X X X X X X X X R:\CEQA\41FA.1Y,$ 3111196 klb 4 issues and Supporting Information Sources c. Alter air movement, moisture or temperature, or cause any change in climate? ( ) d. Create objectionable odors? ( ) TRANSPORTATION/CIRCULATION. Would the proposal result in: a. Increase vehicle trips or traffic congestion? ( ) Hazards to safety from design features (e.g. sharp curves or dangerous intersection or incompatible uses (e.g. farm equipment)? ( c. Inadequate emergency access or access to nearby uses? ( ) d. Insufficient parking capacity on-site or off- site? ( ) e. Hazards or barriers for pedestrians or bicyclists? ( ) Conflicts with adopted policies supporting alternative transportation (e.g, bus turnouts, bicycle racks)? ( ) g. Rail, waterborne or air traffic impacts? ( ) BIOLOGICAL RESOURCES. Would the proposal result in impacts to: Endangered, threatened or rare species or their habitats (including but not limited to plants, fish, insects, animals and birds)? ( b. Locally designated species (e.g. heritage trees)? ( ) c. Locally designated natural communities (e.g. oak forest, coastal habitat, etc.)?( ) d. Wetland habitat (e.g. marsh, riparian and vernal pool)? ( ) e. Wildlife dispersal or migration corridors? ( ) ENERGY AND MINERAL RESOURCES. Would the proposal: Potentially Significant impact Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact X X X No X X X X X X X X X X X R:/CEQAX41EA.IES 3/11196 Idb 5 Issues and Supporting Information Sources a. Conflict with adopted energy conservation plans? ( ) b. Use non-renewal resources in a wasteful and inefficient manner? ( ) Result in the loss of availability of a known mineral resource that would be of future value to the region and the residents of the State? ( ) 9. HAZARDS. Would the proposal involve: A risk of accidental explosion or release of hazardous substances (including, but not limited to: oil, pesticides, chemical or radiation)? ( ) Possible interference with an emergency response plan or emergency evacuation plan? ( ) c. The creation of any health hazard or potential health hazard? ( ) d. Exposure of people to existing sources of potential health hazards? ( ) e. Increase fire hazard in areas with fiammable brush, grass, or trees? ( ) 10. NOISE. Would the proposal result in: a. Increase in existing noise levels? ( ) b. Exposure of people to severe noise levels? ( ) 11. PUBLIC SERVICES. Would the proposal have an effect upon, or result in a need for new or altered government services in any of the following areas: a. Fire protection? ( ) b. Police protection? ( ) c. Schools? ( ) d. Maintenance of public facilities, including roads? ( ) Potentielly Significant Impact Potenteally Significant Unless Mitigation Incorporated Less Than Significant Impact X X X X X X No X X X X X X X X R:%CEQA\41EA.IF, S 3111196 Idb 6 Issues and Supporting Information Sources e. Other governmental services? ( ) 12. UTILITIES AND SERVICE SYSTEMS. Would the proposal result in a need for new systems or supplies, or substantial alterations to the following utilities: a. Power or natural gas? ( ) b. Communications systems? ( ) c. Local or regional water treatment or distribution facilities? ( ) d. Sewer or septic tanks? ( ) e. Storm water drainage? ( ) f. Solid waste disposal? ( ) g. Local or regional water supplies? ( ) 13. AESTHETICS. Would the proposal: a. Affect a scenic vista or scenic highway? ( ) b. Have a demonstrable negative aesthetic effect? ( ) c. Create light or glare? ( ) 14. CULTURAL RESOURCES. Would the proposal: a. Disturb paleontological resources? ( ) b. Disturb archaeological resources? ( c. Affect historical resources? ( ) d, Have the potential to cause a physical change which would affect unique ethnic cultural values? ( ) e. Restrict existing religious or sacred uses within the potential impact area? ( ) 15. RECREATION. Would the proposal: a. Increase the demand for neighborhood or regional parks or other recreational facilities? ( ) Potentially Significant Impact Poterltially Significant Urliess Mitigation incorporated X Less Than Significant Impec~ X X No X X X X X X X X X X X X X X Issues and Supporting Information Sources b. Affect existing recreational opportunities? ( ) 16. MANDATORY FINDINGS OF SIGNIFICANCE. Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levees, threaten to eliminate a plant or animal community, reduce the number of restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? Does the project have the potential to achieve short-term, to the disadvantage of long*term, environmental goals? Does the project have impacts that area individually limited, but cumulativeIv considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects). Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? 17. EARLIER ANALYSES. NONE. Potentially Significant impact Potentially Signifioant Unless Mitigation Incorporated Less Than Significant impact No X X X X X SOURCE LIST 1 - City of Temecula General Plan 2 - City of Temecula General Plan Final Environmental Impact Report R:\CEQA\41FA.lY, S 3/11/~6 klb 9 DISCUSSION OF THE ENVIRONMENTAL IMYACTS Land Use and Planning 1.b. The project will not conflict with applicable environmental plans or polices adopted by agencies with jurisdiction over the project. The project is consistent with the City's General Plan Land Use Designation of OS (Open Space/Recreation). Impacts from all General Plan Land Use Designations were analyzed in the Final Environmental Impact Report (FEIR) for the General Plan. Agencies with jurisdiction within the City commemed on the scope of the analysis contained in the FEIR and how the land uses would impact their particular agency. Mitigation measures approved with the FEIR will be applied to this project. Further, all agencies with jurisdiction over the project are also being given the opportunity to comment on the project and it is anticipated that they will make the appropriate comments as to how the project relates to their specific environmental plans or polices. Because the project is in-fill, there will be limited, if any environmental effects on environmental plans or polices adopted by agencies with jurisdiction over the project. No significant effects are anticipated as a result of this project. I.e. The project will not disrupt or divide the physical arrangement of an established community (including low-income or minority community). The project is the expansion to an existing park. There is no established residential community (including low-income or minority community) at this site. No significant effects are anticipated as a result of this project. Population and Housing 2.a,b. The project will not cumulatively exceed official regional or local population projections and will not induce substantial growth in the area either direc~y or indirectly. The project is an expansion to an existing park. The project is consistent with the City's General Plan Land Use Designation of OS (Open Space/Recreation). The project will not be a significant contributor to population growth which will cumulatively exceed official regional or local population projections. Further, projects of this type do not cause people to relocate to the Temecula area; therefore the project will not induce substantial growth in the area. No significant effects are anticipated as a result of this project. Geolo.aic Problems 3.b,h. The project may have a significant impact on people involving seismic ground shaking. Most of the activity in the park will be outside, away from any structures. Any potentially significant impacts from the structures (restrooms, bandstand) will be mitigated through building construction which is consistent with Uniform Building Code standards. Preliminary soil reports will be required prior to any grading on the site. The soils reports will contain recommendations for the compaction of the soil which will serve to mitigate any potentially significant impacts from seismic ground shaking, seismic ground failure and expansive soils. Any significant impacts can be mitigated to level less than significant. No significant effects are anticipated as a result of this project. 3 .c,g. The project will not result in hazards to people from seismic ground failure, liquefaction or subsidence of the land. The project is not located in a liquefaction hazard area and an area of potential subsidence as identified on Figure 7 of Final Environmental Impact for the City of Temecula General Plan. No significant effects are anticipated as a result of this project. R:XCIiQA\41EA.rE$ 3/11/96 Idb l0 3.d~ 3.f. 3.i. Water 4.a. 4.b. The project will not expose people to a seiche, tsunami or volcanic hazard. The project is not located in an area where any of these hazards could occur. No significant effects are anticipated as a result ot this project. The project will not expose people to landslides or mudflows, The Final Environmental Impact for the City of Temecula General Plan has not identified any known landslides or mudslides located on the site or proximate to the site. No significant impacts are anticipated as a result of this project. The project will have a less than significant impact from erosion, changes in topography, grading or fill. Portions of the site, adjacent to the pond are experiencing erosion because of overgrazing by waterfowl at the site and people walking in the overgrazed areas. Further, increased wind and water erosion of soils both on and off-site may occur during the construction phase of the project and the project may result in changes in siltation, deposition or erosion. Erosion control techniques will be utilized during the construction phase of the project. In the long-run, hardscape and landscaping will serve as permanent erosion control for the project. The project will result in a change in the site topography and ground surface relief features for the creation of additional parking spaces on site. Grading will be necessary for the realization of this project. Since the amount of grading will be the minimum necessary for the realization of the project, modification to topography and ground surface relief features will not be considered significant. Potential unstable soil conditions from excavation, grading or fill will be mitigated through the use of landscaping and proper compaction of the soils. No impacts are foreseen as a result of this project. The project will not impact unique geologic or physical features. No unique geologic features or physical features exist on the site. No significant impacts are anticipated as a result of this project. The project will have a less than significant impact to absorption rates, drainage patterns and the rate and mount of surface runoff. Previously permeable ground will be rendered impervious by construction of buildings, harriscape and driveways. While absorption rates and surface runoff will change, any potential impacts can be mitigated through site design. Drainage conveyances will be required for the project to safely and adequately handle the runoff which will be created. No significant impacts are anticipated as a result of this project, The project may have a potentially significant impact to people or property to water related hazards such as flooding. A portion of the project is located within a dam inundation area as identified in the City of Temecula General Plan Final Environmental Impact Report. Impacts can be mitigated by utilizing existing emergency response systems and by assuring that these systems continue to maintain adequate service provision as the City develops. No significant impacts are anticipated as a result of this project. The project may have a potentially significant effect on discharges into surface waters and alteration of surface water quality. Prior to issuance of a grading permit for the project, the developer will be required to comply with the requirements of the National Pollutant Discharge Elimination System (NPDES) permit from the State Water Resources Control Board. No grading shall be permitted until an NPDES Notice of Intent has .been filed or the project is shown to be exempt. By complying with the NPDES requirements, any potential impacts can be mitigated to a level less than significant. Therefore, no significant impacts are anticipated as a result of this project. R:/CEQA\41F. A.~=S 3/11/96 klb l l 4.d. The project will have a less than significant impact in a change in the amount of surface water in an3' waterbody. Proposed changes to the existing pond will result in less water surface area: however, these changes will be minor in scope. The quality of the pond water will improve because it will be aerated. Further, the permanently residing waterfowl will be directed to specific areas of the pond and the migratory waterfowl will be encouraged to remain migratory; thereby, improving the water qualit2,', in the pond. No significant impacts are anticipated as a result of this project. The project will not impact currents, or the course or direction of water movements. The pond does not have currents, courses or directions of water movements. No significant impacts are anticipated as a result of this project. 4.f-h. The project will not result in a change in the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or excavations or through substantial loss of groundwater recharge capability. No changes will occur in the quantity of ground waters, either through direct additions, withdrawals, or through interception of an aquit~r by cuts or excavations. Further, the project will not result in an altered direction or rate of flow of groundwaters or in impacts to groundwater quality. Construction on the site will not be at depths sufficient to have a significant impact on ground waters. No significant impacts are anticipated as a result of this project. 4.i. The project will not result in a substantial reduction in the mount of groundwater water otherwise available for public water supplies. Water service currently exists at the project site. Additional water service will need to be provided by Rancho California Water District (RCWD). This is typically provided upon completion of financial arrangements between RCWD and the City. No significant impacts are anticipated as a result of this project. Air QualiW 5.a. The project will not violate any air quality standard or contribum to an existing or projected air quality violation. The project is consistent with the City's General Plan. Air Quality analysis in the General Plan's Environmental Impact Report shows no significant impact to air quality at buildout of the City. The analysis was conducted with the assumption that land uses would be consistent with the General Plan Land Use Designations. No significant impacts are anticipated as a result of this project. 5.b. The project will not expose sensitive receptors to pollutants. There are no sensitive receptors in proximity to the project. No significant impacts are anticipated as a result of this project. The project will not alter air movement, moisture or temperature, or cause any change in climate. The limited scale of the project precludes it from creating any significant impacts on the environment in this area. No significant impacts are anticipated as a result of this project. 5.d. The project will create objectional odors (diesel exhaust) during the construction phase of the project. These impacts will be of short duration and are considered less than significant. Transportation/Circulation 6.a. The project will not result in a less than significant increase in vehicle trips or add to traffic congestion. Currently, the site is being used as a park and it will continue to function in the same capacity. No impacts are anticipated as a result of this project. R:/CEQA\41EA.IES 3/11/96 klb 12 6.b. The project will not result in hazards to safety from design features. Currently, the site is being used as a park and it will continue to function in the same capacity. The project is designed to current Cit3 standards and does not propose any hazards to safety from design features. No significant impacts are anticipated as a result of this project. 6.c. The project will not result in inadequate emergency access or access to nearby uses. The project is being used as a park and it will continue to function in the same capacity. Further. the project is designed to current City standards and has adequate emergency access. The project will provide access to the adjacent restaurant, further enhancing access to nearby uses. No significant impacts are anticipated as a result of this project. 6.d. The project will have sufficient parking capacity on-site. A reciprocal parking agreement will completed between the City of Temecula and Oscar's Restaurant to allow shared parking by restaurant patrons and park visitors. No significant impacts are anticipated as a result of this project. The project will not result in hazards or barriers for pedestrians or bicyclists. A sidewalk exist on the site from both Rancho California and Ynez Roads and access to the park will be provided from these sidewalks. No significant impacts are anticipated as a result of this project. 6.f. The project will not result in conflicts with adopted policies supporting alternative transportation. Currently, Riverside Transit Agency Route 23 travels through the intersection of Ynez and Rancho California Roads, in proximity to the project site. Bicycle racks will be included with the project. No significant impacts are anticipated as a result of this project. 6.g. The project will not res'~:lt in impacts to rail, waterborne or air traffic since none exists currently in the immediate proximity of the project. No significant impacts are anticipated as a result of this project. Biological Resources The project will not result in an impact to endangered, threatened or rare species or their habitats, including, but not limited to plants, fish, insects, animals and birds. The project site has been previously graded and developed. Currently, there are no native species of plants, no dnique, rare, threatened or endangered species of plants, no native vegetation on or adjacent to the site. Further, there is no indication that any wildlife species exist at this location. The project will not reduce the number of species, provide a barrier to the migration of animals or deteriorate existing habitat. The project site is located within the Stephen's Kangaroo Rat Habitat Fee Area. Pursuant to Section 10(d) of Ordinance No. 633.5, development of any parcel owned and used by local entities for governmental purposes is exempt from the payment of mitigation fees. No significant impacts are anticipated as a result of this project. The project Will not result in an impact to locally designated species. Locally designated species are protected in the Old Town Temecula Specific Plan; however, they are not protected elsewhere in the City. Since this project is not located in Old Town, no significant impacts are anticipated as a result of this project. 7.c. The project will not result in an impact to locally designated natural communities. Reference response 7.b. No significant impacts are anticipated as a result of this project. R:/CEQA\41EA.Tc, S 3111196 lib 13 7.d. The project will not result in an impact to wetland habitat. The pond is not natural wetland habitat. The project proposes to enhance the water quality of the pond. It is anticipated that this enhancement will further revitalize the pond as a viable created wetland. No significant impacts are anticipated as a result of this project. 7.e. The project will have a less than significant impact to wildlife dispersal or migration corridors. The pond serves as part of a migration corridor. The project will not impact this migration corridor. Migratory waterfowl will still use the pond as part of their migratory route; however, they will be encouraged to remain migratory instead of becoming part of the permanent waterfowl population. It is not anticipated that the migration corridor will be impacted. No significant impacts are anticipated as a result of this project. Ener,~y and Mineral Resources 8.a. The project will not impact and/or conflict with adopted energy conservation plans. The project will be reviewed for compliance with all applicable laws pertaining to energy conservation during the plan check stage. No permits will be issued unless the project is found to be consistent with these applicable laws. No significant impacts are anticipated as a result of this project. 8.b. The project will result in a less than significant impact for the use of non-renewable resources in a wasteful and ineffmient manner. While there will be an increase in the rate of use of any natural resource and in the depletion of nonrenewable resource(s) (construction materials, fuels for the daily operation, asphalt, lumber) and the subsequent depletion of these non-renewable natural resources. Due to the scale of the proposed development, these impacts are not seen as significant. The project will not result in the loss of availability of a known mineral resource that would be of future value to the region and the residents of the State. No known mineral resource that would be of future value to the region and the residents of the State are located at this project site. No significant impacts are anticipaw, d as a result of this project. Hazards 9.a. The project will not result in a risk of explosion, or the release of any hazardous substances in the event of an accident or upset conditions since none are proposed in the request. The same is true for the use, storage, transport or disposal of any hazardous or toxic materials. No significant impacts are anticipated as a result of this project. 9.b. The project will not interfere with an emergency response plan or an emergency evaluation plan. The subject site is not located in an area which could impact an emergency response plan. The project will take access from maintained streets CRancho California and Ynez Roads) and will therefore not impede any emergency response or emergency evacuation plans. No significant impacts are anticipated as a result of this project. The project will not result in the creation of any health hazard or potential health hazard. The project will be reviewed for compliance with all applicable health laws during the plan check stage. No permits will be issued unless the project is found to be consistent with these applicable laws. No significant impacts are anticipated as a result of this project. R:%CEQA\41EA.I7~.5; 3111196 klb 14 9.d. The project will not expose people to existing sources of potential health hazards. No health hazards are known to be within proximity of the project. No significant impacts are anticipated as a result o this project. The project will not result in an increase to fire hazard in an area with ~ammable brush, grass, or trees. The project is not located within or proximate to a fire hazard area. No significant impacts are anticipated as a result of this project. Noise 10.a. The proposal will result in less than significant increases to existing noise levels. The site is currently being used as a park and this use will be expanded; thereby, resulting in increases to noise levels in the area over the long run. Noise created during construction phases will be of short duration and will not be considered significant. Further, the project site is located within a commercial corridor and traffic noise will be greater than noise generated by the project. The bandstand will increase the sound volume at the area; however, it will be of short duration. The bandstand will face a slope and at trees will be planted at the top of the slope to further mitigate any sound traveling to adjacent properties. There are no sensitive receptors located in the area. No significant noise impacts are anticipated as a result of this project in either the short or long run. 10.b. The project will result in less than significant exposure of people to severe noise levels and vibrations during the development/constrnctionphase (short run). Construction machinery is capable of producing noise in the range of 100+ DBA at 100 feet which is considered very annoying and can cause hearing damage from steady 8-hour exposure. This source of noise will be of short duration and therefor~ will not be considered significant. The exposure to severe vibrations wilI be of short duration and will also not be considered significant. Public Services ll.a.b. The project will have a less than significant impact upon, or result in a need for new or altered fire or police protection. This type of project typically does not impact these services. No significant impacts are anticipated as a result of this project. ll.c. The project will not have a significant impact upon, or result in a need for new or altered school facilities. The project will not cause significant numbers of people to relocate to the City of Temecula and therefore will not result in a need for new or altered school facilities. No significant impacts are anticipated as a result of this project. ll.d. The project will have a less than significant impact on the maintenance of public facilities, including roads. Funding for maintenance of roads is derived from the Gasoline Tax which is distributed to the City of Temecula from the State of California. There will be no impacts to current and future needs for maintenance of roads as a result of development of the site. The Gasoline Tax is sufficient to cover any of the proposed expenses. No significant impacts are anticipated as a result of this project. ll.e. The project will have a tess than significant effect upon, or result in a need for new or altered governmental services. The project will be maintained by the City of Temecula. Costs for design, construction and maintenance will be paid for with Development Impact Fees. These Fees are sufficient to cover the costs for the project. No significant impacts are anticipated as a result of this project. R:\CEQA\41EA.IT=S 3111196 klb ]5 Utilities and Service Systems 12.a. The project will not result in a need for new systems or supplies, or substantial alterations to power or natural gas. These systems are currently being delivered to the site. No significant impacts are anticipated as a result of this project. 12.b. The project wilt not result in a need for new systems or supplies, or substantial alterations to communication systems (reference response No. 12.a.). No significant impacts are anticipated as a result of this project. 12.c. The project will not have an impact in the need for new systems or supplies, or substantial alterations to local or regional water treatment or distribution facilities. No significant impacts are anticipated as a result of this project. 12.d. The project will not result in a need for new systems or supplies, or substantial alterations to sanitary sewer systems or septic tanks. While the project will have an incremental impact upon existing systems, the Final Environmental Impact Report (FEIR) for the City's General Plan states: "both EMWD and RCWD have indicated an ability to supply as much water as is required in their services areas (p. 39)." The FEIR further states: "implementation of the proposed General Plan would not significan~y impact wastewater services (p . 40)." Since the project is consistent with the City's General Plan, no significant impacts are anticipated as a result of this project. There are no septic tanks on site or proximate to the site. No significant impacts are anticipated as a result of this project. The proposal will result in a need for new systems or supplies, or substantial alterations to storm water drainage. The project will provide some additional on-site drainage systems and will tie into the existing system. No significant impacts are anticipated as a result of this project. 12.f. The proposal will not result in a need for new systems or substantial alterations to solid waste disposal systems. The project will participate in any Source Reduction and Recycling Programs which are currently implemented by the City. No significant impacts are anticipated as a result of this project. 12.g. The project will not result in a need for new systems or supplies, or substantial alterations to local or regional water supplies. Reference response 12.d. No significant impacts are anticipated as a result of this project. Aesthetics !3.a. The project will not affect a scenic vista or scenic highway. The project is an expansion to an existing park and is not located in a area where there is a scenic vista. Further, the City does not have any designated scenic highways. No significant impacts are anticipated as a result of this project. 13.b. The project will not have a demonstrable negative aesthetic effect. Mature trees on the site are will remain and the project proposes additional trees. No significant impacts are anticipated as a result of this project. 13.c. The project will have a potentially significant impact from light and glare. The project will produce and result in light/glare as all development of this nature results in new light sources. All light and glare has the potential to impact the Mount Palomar Observatory. The project will be conditioned to be consistent with Ordinance No. 655 (Ordinance Regulating Light Pollution). No significant impacts are anticipated as a result of this project. R:/CEQA\41FA.12ES 3/11/96 klb 16 Cultural Resources 14.d. The project will not have the potential to cause a physical change which would affect unique ethnic cultural values. None exist at the site or are proximate to the site. No significant impacts are anticipated as a result of this project. 14.e. The project will not restrict existing religious or sacred uses within the potential impact area. No religious or sacred uses exist at the site or are proximate to the site. No significant impacts are anticipated as a result of this project. Recreation 15.a,b. The project not have an impact in demand for neighborhood or regional parks or other recreational facilities. The proposal is to expand an existing park. The project will not cause significant numbers of people to relocate to the City of Temecula and therefore will not result in impacts or in an increase in demand for neighborhood or regional parks or other recreational facilities. The project itself will provide recreational opportunities. No significant impacts are anticipated as a result of this project. R:\CEQA\41EA,IFr, S 3/11/96 klb 17 MITIGATION MONITORING PROGRAM: TE1VfECULA DUCK POND PARK MASTER PLAN This Program summarizes the mitigation measures for the Temecula Duck Pond Master Plan which are identified in the Initial Environmental Study (IES) prepared for the project. The project is the design and construction of a City Park at the location of an existing park. Project improvements include: a restroom, handstand, fencing, parking lots, drive lanes, benches, picnic tables, drinking fountain, lighting, pond improvements. walkways, landscaping and irrigation. The IES evaluated the potential for adverse environmental impacts and identified several potentially significant impacts to the environment. Potentially significant impacts were identified in the areas of geologic problems, water. and aesthetics. The IES also identified less than significant impacts. All impacts can be mitigated to a level of insignificance through the incorporation of certain features into the design of the project. Listed below are the Mitigation Measures which must be incorporated into the Temecula Duck Pond Master Plan. 1. IMPACT: Exposure of people and property to seismic ground shaking. MEASURE: Building construction shall be consistent with Uniform Building Code standards. Proper ground compaction shall also be performed. IMPLEMENTING DEPARTMENTS: Public Works, TCSD, Building and Safety 2. IMPACT: increase in erosion, changes in topography, grading or fill. MEASURE: Short-term impacts will be mitigated through grading techniques that are consistent with Air Quality regulations and best grading practices. Long-term impacts will be mitigated through site landscaping and the construction of harriscape. Erosion control measures will have to be consistent with Uniform Building Code Standards and Ordinance No. 457. IMPLEMENTING DEPARTMENTS: Public Works, TCSD 3. IMPACT: Changes to absorption rates, drainage paRems and the rate and amount of surface runoff. MEASURE: Drainage conveyances shall be provided to safely and adequately handle any of the runoff which is created by the project. IMPLEMENTING DEPARTMENTS: Public Works, TCSD 4. IMPACT: Expose people or property to water related hazards such as flooding. MEASURE: Procedures in place will be implemented in order to warn affected people of the situation, evacuation routes and rescue efforts. Impacts could be mitigated through implementation of existing advance warning systems. IMPLEMENTING DEPARTMENT: TCSD R: CEQA\41EA.IE$ 3/11/96 klb 5. IMPACT: Discharges into surface waters which will result in alterations to surface water quality. MEASURE: Comply with the requirements of the National Pollutant Discharge Elimination System (NPDES) permit from the State Water Resources Control Board. No grading shall be permitted until an NPDES Notice of Intent has been filed or the project is shown to be exempt. IMPLEMENTING DEPARTMENTS: Public Works, TCSD 6. IMPACT: Less than significant increases to existing noise levels, primarily from the use of the bandstand. MEASURE: The bandstand will face a slope and at trees will be planted at the top of the slope to further mitigate any sound traveling to adjacent properties. IMPLEMENTING DEPARTMENT: TCSD 7. IMPACT: The additional light and glare in the night sky and it's impact on the Mount Palomar Observatory and future adjacent residences. MEASURE: All onsite lighting will consistent with Ordinance 665 and will comply the following: (1) The use of low pressure sodium street an~t security lights; (2) The shielding and orientation of the light fuxtures to reduce offsite lighting. IMPLEMENTING DEPARTMENTS: TCSD, Building and Safety. 8. IMPACT: The project will result in an increased demand for new parking. MEASURE: Provide additional on-site parking spaces. IMPLEMENTING DEPARTMENT: TCSD REDEVELOPMENT AGENCY ITEM i MINUTES OF A REGULAR MEETING OF THE TEMECULA REDEVELOPMENT AGENCY MEETING HELD MARCH 26, 1996 A regular meeting of the City of Temecula Redevelopment Agency was called to order at 7:32 P.M. at the Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. Chairperson Patricia H. Birdsall presiding. PRESENT: 4 AGENCY MEMBERS: Ford, Lindemans, Stone, Birdsall ABSENT: 1 AGENCY MEMBERS: Roberts Also present were Executive Director Ronald E. Bradley, General Counsel Peter Thorson and City Clerk June S. Greek. PUBLIC COMMENTS None given. CONSENT CALENDAR. It was moved by Agency Member Stone, seconded by Agency Member Lindemans to approve Consent Calendar Item No. 1. The motion carried as follows: AYES: 4 AGENCY MEMBERS: Ford, Lindemans, Stone, Birdsall NOES: 0 AGENCY MEMBERS: None ABSENT: I AGENCY MEMBERS: Roberts Minutes 1.1 Approve the minutes of March 12, 1996. Minutes.rda~032696 -1 - JOINT CITY COUNCILIREDEVELOPMENT AGENCY PUBLIC HEARING 2 Amendment to Owner Participation Agreement by and Between the Redevelopment Agency of the Citv of Temecula and Temecula entertainment Valley. Inc. (Formerly T.Z.B.G.. Inc.) Councilmember Stone announced a conflict of interest due to property ownership in Old Town and stepped down from the alias. City Manager Ronald Bradley presented the staff report. Councilmember Ford asked if there is a mechanism for monitoring the services provided. City Manager Bradley answered that a cost accounting system will be set in place. Councilmember Ford asl~ed if, on page three of the Amendment to the OPA (Amendment of Section 2.4(a), 7th line), the City Attorney concurs regarding the insertion of 'or after" termination of the agreement. City Attorney Thorson stated this will be inserted in the document. Mayor Lindemans opened the public hearing at 7:45 PM. Sam Pratt, 40470 Brixton Cove, spoke in opposition to the Amendment to the Owner Participation Agreement, and distributed a letter on behalf of TOTAL. He referred to the Community Redevelopment Law Section of the Health and Safety Code, Chapter 6, and stated the Entertainment Center Project does not comply. Mayor Lindemans closed the public hearing at 7:50 PM. City Attorney Thorson responded to the comments regarding the Community Development Act and the inability of private parties to correct blight. He said a finding was made at the time the Redevelopment Plan was adopted, before the city's incorporation. He explained this action was challenged in the court and validated by the court's judgement that this plan is legal. City Attorney Thorson also explained the Environmental Impact Report is a very comprehensive document and changes to the Owner Participation Agreement are very minor and do not necessitate a supplemental EIR, since everything was considered in the original report. Minutes.rda\032696 It was moved by Councilmember Birdsall, seconded by Councilmember Ford to approve staff recommendation as follows: 2.1 Adopt a resolution entitled: RESOLUTION NO. 9640 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED 'AMENDMENT TO THE OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA ENTERTAINMENT VALLEY, INC., A CALIFORNIA CORPORATION (FORMERLY KNOWN AS T.Z.B.G., INC.) AS OF MARCH 26, 1996. The motion carried as follows: AYES: COUNCILMEMBERS: 3 Birdsall, Ford, Lindemans NOES: COUNCILMEMBERS: 0 None ABSENT: COUNCILMEMBERS: I Roberrs ABSTAIN: COUNCILMEMBERS: I Stone It was moved by Agency Member Lindemans, seconded by Agency Member Ford to approve staff recommendation as follows: 2.1 Adopt a resolution entitled: RESOLUTION NO. RDA 96-06 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED AMENDMENT TO THE OWNER PARTICIPATION AGREEMENT BY AND BETVVEEN THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA AND TEMECULA ENTERTAINMENT VALLEY, INC., A CALIFORNIA CORPORATION (FORMERLY KNOWN AS T.Z.B.G., INC.) AS OF MARCH 26, 1996 The motion carried as follows: AYES: AGENCY MEMBERS: 3 Birdsall, Ford, Lindemans NOES: AGENCY MEMBERS: 0 None ABSENT: AGENCY MEMBERS: I Roberts ABSTAIN: AGENCY MEMBERS: I Stone Minutes.rda\032696 -3- RECESS Chairperson Birdsall recessed the Redevelopmerit Agency Meeting at 7:55 PM. The meeting was reconvened at 8:16 PM. JOINT CITY COUNCIL%RDA PUBLIC HEARING 17 Rancho West Aoartments Finance Director Genie Roberts introduced Bond Counsel Paul Thimmig who presented the staff report. Paul Thimmig requested that action recommendation No. 17.3 be delayed to a date to be determined. Council consensus was obtained. Mayor Lindemans opened the public hearing at 8:20 PM. Sam Pratt, 40470 Brixton Cove, spoke in opposition to the staff recommendation, stating this action would acquire existing housing, not provide additional housing. City Attorney Thorson reported that under the California Redevelopment Act, low to moderate income housing is a priority and this project would require that these units remain affordable to low-income residents for 30 years. Councilmember Birdsall stated presently Rancho West is not low cost housing. Mayor Lindemans closed the public hearing at 8:28 PM. It was moved by Councilmember Birdsall, seconded by Councilmember Ford to approve staff recommendation 17.1 and 17.2 as follows: 17.1 Hold a public hearing on the proposed issuance of tax-exempt bonds by the Redevelopment Agency of the City of Temecula to finance the purchase and rehabilitation of Rancho West Apartments. 17.2 Adopt a resolution entitled: RESOLUTION NO. 96-32 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE ISSUANCE OF REVENUE BONDS BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA FOR THE PURPOSE OF PROVIDING FINANCING FOR A MULTIFAMILY RENTAL HOUSING DEVELOPMENT TO BE OWNED BY THE COACHELLA VALLEY HOUSING COALITION Minutes.rda\032696 -4- The motion carried as follows: AYES: NOES: ABSENT: ABSTAIN: 3 COUNCILMEMBERS: 0 COUNCILMEMBERS: I COUNCILMEMBERS: 1 COUNCILMEMBERS: Birdsall, Ford, Lindemans None RobeKs Stone EXECUTIVE DIRECTOR REPORT None given. DIRECTOR OF COMMUNITY SERVICES REPORT None given. AGENCY MEMBER'S REPORTS None given. ADJOURNMENT The meeting was adjourned at 8:30 PM to a meeting on April 9, 1996, 7:00 P.M., Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. The motion was unanimously carried with Agency Member Roberts absent. ATTEST: Patricia H. Birdsall, Chairperson June S. Greek, CMC, City Clerk/ Agency Secretary Minutes.rda\O32696 -5- ITEM 2 TO: FROM: DATE: SUBJECT: APPRO TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT Redevelopment Agency Members Ronald E. Bradley, Executive Director April 9, 1996 Purchase Agreement for 28535 and 28545 Pujol Street Prepared By: John Meyer, Senior Planner RECOMMENDATION: 1. Adopt a resolution entitled: RESOLUTION NO, RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "AGREEMENT FOR ACQUISITION OF CERTAIN REAL PROPERTIES LOCATED AT 28535 AND 28545 PUJOL STREET IN THE CITY OF TEMECULA" 2. That the Agency authorize the expenditures of up to $196,840 from RDA Housing set- aside funds for acquisition, relocation, and closing costs. 3. That the Agency authorize the transfer of $150,000 from account 165-199-999-5449 to 165-199-812-5804. BACKGROUND: In an effort to implement the General Plan Housing Element and the Implementation Plan of the Ternecula Redevelopment Agency, staff has pursued the acquisition of real property from willing sellers to establish sites for future affordable housing projects. Based on fair market appraisals, staff has negotiated the following purchase prices for the subject properties. 28535Pujol Street (APN 922-054-004) Purchase Price: $95,000 28545Pujol Street (APN 922-054-005) Purchase Price: $60,000 A Phase I Environmental Analysis is being conducted on both properties to determine the presence of hazardous waste or unacceptable soil conditions. Both properties are owned by the Elizabeth Otto. These are all cash transactions with the Agency paying all closing costs. Additional .fund authorization in the amount of $41,840 is requested to cover escrow, closing costs, appraisal, soils testing fees and relocation costs. The $196,840 represents an all inclusive settlement and full payment for just compensation for the acquisition of all property interest pertaining to the subject properties. FISCAL IMPACTS The 1995-96 CIP budget contains $400,000 for acquisition and new construction of affordable rental units (account number 165-199-812-5804). The $196,840acquisition cost for this project will be funded by this line item. Because of previous encumbrances $150,000 must be transferred from the First Time Homebuyer line item (account number 165-199-999- 5449). Attachments: Resolution No. RDA 96- - Page 3 Agreement for Acquisition - Page 7 ATTACHMENT NO. 1 RESOLUTION NO. RDA 96~ RESOLUTION NO. RDA 9~- A RESOLUTION OF THE RF, r}EVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED "AGREEMENT FOR ACQUISITION OF CERTAIN REAL PROPERTIES LOCATED AT 28535 AND 28545 PUJOL STREET IN THE CITY OF TEMECULA" THE RF~DEVELOPNFF~NT AGENCY OF THE CITY OF TEMECULA DOES RESOLVE AS FOLLOWS: Section 1. declare that: The Redevelopment Agency does hereby find, determine and a. The Agency is currently implementing the Re. development Plan for Redevelopmerit Project No. 1-1988, originally approved by the Board of Supervisors on July 12, 1988 prior to the incorporation of the City and subsequen~y approved and transferred to the Redevelopmerit 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 properties described in the attached "Agreement for Acquisition of Certain Real Properties Located at 28535 and 28545 Pujol Street 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 properties are zoned for multi-family residential housing and is located in an area already developed with multi-family housing. d. The acquisition of the Properties 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 Properties 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 Properties and the units thereon is exempt from the provisions of the California Environmental Quality Act pursuant to 14 Cat. Admin. Code 15326. Moreover, the EIR approving the Plan addressed the impacts of housing development in the area of the Properties. Section 2. The Board of Directors of the Re. development Agency of the City of Temecula hereby approves that certain agreement entitled 'Agreement for Acquisition of Certain Real Property located at 28535 and 28545 Pujol Street 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 Redevelopment Agency of the City of Temecula on , 199__. Patricia H. Birdsall, Chairperson ATTEST: June S. Greek, CMC, City Clerk/ Agency Secretaxy [SEAL] R:XHOUSn~OXPURCHAOG.CC2 3~29/~ k~ 5 STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA SS I, June S. Greek, City Clerk/Seeretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the Resolution No. RDA 96- was duly and regularly adopted by the Redevelopment Agency of the City of Temecula at a regular meeting thereof, held on March 26, 1996, by the following vote, to wit: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY EMBERS: ABSTAIN: AGENCY MEMBERS: June S. Greek, City Clerk/Agency Secretary ATTACHMENT NO. 2 AGREEMENT FOR ACQUISITION AGRF-F~ME~NT FOR ACQUISITION OF CERTAIN REAL PROPERTIES LOCATED AT 28535 and 28545 PUJOL STREET IN THE CITY OF TEMECULA THIS AGREEMENT is entered into as of , 1996, by and between the Redevelopment Agency of the City of Temecula, a public body, corporate and politic ("Agency"), and Elizabeth Otto, a widowed woman ("Seller"). In consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1. AGREEMENT TO SELL AND PURCHASE. For valuable consideration, Seller agrees to sell to Agency, and Agency agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, all that certain real property which is legally described and depicted as set forth on Exhibit A, which is attached hereto and incorporated herein by this reference ("Property"). The Properties are located generally at 28535 and 28545 Pujol Street in the City of Temecula (APN 922-054-004 and 005). 2. PURCHASE PRICE. The total purchase price for the Property shall be the sum of One Hundred Fifty Five Thousand Dollars ($155,000.00) ("Purchase Price"), payable in full at the close of escrow. 3. CONVEYANCE OF TITLE. Seller agrees to convey by grant deed ("Grant Deed") to Agency marketable fee simple title to the Property free and clear of all recorded and unrecorded liens, encumbrances, assessments, easements, leases and taxes, subject only to those exceptions approved in writing by Agency pursuant to Paragraph 4 of this Agreement. 4. CONDITION OF TITLE: TITLE INSURANCE POLICY. Agency shall obtain, at its expense, concurrently with the recording of the Grant Deed to Agency, a standard form CLTA Owner's Policy of Title Insurance in the amount of the Purchase Price, issued by a title Company chosen by the Executive Director of the Agency CTi~e Company"), showing the title to the Property vested in the Agency, a public body, corporate and politic, subject only to the exceptions approved by Agency pursuant to the following procedure. a. Agency shall obtain a preliminary title report ("PTR") within twenty (20) working days of the date of this Agreement along with the documents described in the PTR. b. Agency shall, within twenty (20) working days from receipt of the PTR, approve, conditionally approve or disapprove the PTR, in its sole discretion, and shall specify the items which are disapproved or conditionally approved. c. If Agency shall disapprove or conditionally approve any item in the PTR, Seller shall, within twenty (20) working days of receipt of such disapproval or conditional approval, advise Agency in writing whether or not Seller shall cause to be eliminated any such disapproved item or items. d. If Seller elects not to eliminate such item or items, this Agreement may be canceled by either party upon written notice to the other. 5. CONDITIONS PRECEDENT TO CLOSE OF ESCROW. Agency' s obligation to complete the purchase hereunder is conditional upon the following: a. Agency shall approve the Preliminary Title Report; b. Agency shall conduct a physical inspection of the Property, and approve of the physical condition of the Property; c. Agency shall conduct an environmental investigation of the Property, including but not limited to, determining whether hazardous materials and/or asbestos are present on the Property, and shall approve the condition of the Property pursuant to such investigation; d. Agency conducts the environmental investigation and approves the environmental report on the Property described in Paragraph 8 of this Agreement; e. Agency approves the Seller's Disclosure Statement described in Paragraph 8 of this Agreement; f. The truth of each and every warranty and representation made by Seller in this Agreement as of the date of execution thereof and as of the Closing Date; and g. On the Closing Date, the Title Company shall be ready, willing and able to issue to Agency (or other entity selected by Agency at least three (3) days prior to the Closing Date) its standard form CLTA Owner's Policy of rifle insurance insuring Agency in the amount of the Purchase Price that good and marketable title to the Property is vested in Agency subject only to the exceptions to ti~e set forth in the PTR and approved by Agency. 6. ESCROW. a. The Parties hereto shall enter into Escrow for the conveyance of the Property in accordance with this Agreement. Prior to entering escrow the Executive Director, on behalf of the Agency, and the Seller shall agree upon an Escrow Agent and shall execute Escrow Instructions as necessary to effectuate and implement this Agreement. later than May 30, 1996. The Closing Date shall be agreed to by the parties but shall not be c. Seller shall deliver or cause to be delivered to escrow the Grant Deed in proper form duly executed and in recordable form conveying to Agency fee title to the Property subject only to the exceptions approved by Agency pursuant to Paragraph 3 hereof. d. Both parties shall execute and deliver to each other any other documents or instruments which are reasonably necessary in order to consummate the purchase and sale of the Properly. e. Seller shall deliver to Agency through escrow an affidavit executed by Seller under penalty of perjury stating Seller's United States taxpayer identification number and that Seller is not a foreign person, in accordance with Internal Revenue Code 1445(2) and such other documents as are required by federal and state tax laws. L Real property taxes and assessments through fiscal year 1995-96 and 1996-97 shall be promted as of the Close of Escrow, based upon the latest tax bill available. g. Agency shall pay the usual recording fees and any required documentary transfer taxes. h. The Executive Director of the Agency is hereby authorized and directed to execute such escrow instructions, certificates of acceptance (Government Code Section 27281), and such other documents as are necessary to complete the transactions described in this Agreement. 7. PERMISSION TO ENTER ON PREMISES. Seller hereby grants to Agency, and its designated agents, permission to enter upon the Property at all reasonable times prior to close of escrow for the purpose of making necessary or appropriate inspections and investigations, including but not limited to, conducting a soils, geotechnical, toxic and hazardous substances investigation. Agency shall restore the Property to its original condition after said investigation. 8. HAZARDOUS SUBSTANCES DISCLOSURE. a. Pursuant to Health and Safety Code Section 25359.7, and other laws, Seller is obligated to disclose any knowledge that Seller, or any agent, officer or employee of Seller, has regarding hazardous substances on, in or under the Property. It is understood and agreed between Agency and Seller that the closing of this escrow is subject to and contingent upon receipt and approval, by Agency, of Seller's Disclosure Statement, disclosing if the Seller, or any present or former agent, officer or employee of Seller, knows or has reasonable cause to believe there axe any hazardous or toxic substances or materials located on, in, or under the Properly. Said Disclosure Statement is subject to Agency's review and approval in its sole discretion. b. It is further understood and agreed that Agency shall, within sixty (60) days from the date of this Agreement, complete said investigations. If the results of this investigation are not satisfactory to Agency, then Agency, in Agency' s sole discretion, shall have the right to cancel the escrow with no obligation to Seller. c. As used in this Agreement, the phrase "HaT~rdous Materials" shall mean any haT~rdous, toxic, corrosive, reactive, ignitable, carcinogenic or reproductive toxic substance, material, product, compound, chemical or waste (including, without limitation, petroleum, including crude oil, or any fraction thereof, asbestos or asbestos-containing materials, fiammable explosives, radioactive materials, and polychlorinated biphenyls) as defined in or R:~HOUSING~PURCHAOG.CC2 3/29/96 klb I 0 regulated by any federal, state or local law, ordinance, regulation or code regarding the environment or health, safety or welfare ("Environmental Law"). 9. HAZARDOUS SUBSTANCES REMOVAL BY SELLER. a. Agency and Seller agree that Seller shall be solely responsible for the removal and disposal of any and all HaT~rdous Materials, and hazardous, toxic or other wastes or substances stored or existing on, in or under the Property whether discovered before or after close of escrow. Seller warrants to Agency that any and all hazardous, toxic or other wastes or substances shall be removed from the premises prior to close of escrow, at Selier's sole expense. b. It is further understood and agreed that Seller shall protect, defend, (with counsel acceptable to Agency) indemnify and hold Agency, its officers, employees, volunteers, agents, assigns and any successor or successors to Agency's interest harmless from any and all liability, costs, losses, fines, penalties, charges, response, remedialion and removal costs and/or claims of any ldnd whatsoever (including, but not limited to attorneys' and expert witness fees and costs incurred in defending against any of the foregoing or in enforcing this indemnity) relative to the existence, remedialion, removal, repair and/or disposal of said HaTardous Materials, and hazardous, toxic or other wastes or substances on or in or under the herein described Property. This indemnity includes, but is not limited to, any repair, deanup, remediation, detoxification, or preparation and implementation of any removal, remedial response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any haTardous substance or baT~rdous wastes including petroleum and its fractions, asbestos and lead-based paint, as defined pursuant to the Comprehensive Environmental Response, Compensation and Liability Act ["CERCLA"], 42 U.S.C. Section 9601, et sex_., the Resource Conservation and Recovery Act ["RCRA"], 42 U.S.C. Section 6901 et sea. or California Health and Safety Code Section Code Section 25280 et sea_. at any place where Seller owns or has control of real property pursuant to any of Seller's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and California Health and Safety Code Section 25364 to assure, protect, hold harmless and indemnify Agency from liability. c. It is also understood and agreed that Seller shall be entirely responsible for securing any and all permits necessary in connection with the removal and disposal of any and all such Hazardous Materials, and haT~rdous, toxic or other wastes or substances, and paying all fees, charges, costs and/or penalties whatsoever in connection therewith, and that Seller shall have any and all contractors involved with the removal and disposal of any and all such hazardous, toxic or other wastes or substances, provide evidence of public liability insurance, in form and amounts approved by Agency, and naming Agency as additional insured. d. It is further understood and agreed that Seller shall be solely responsible for the costs of removal of any asbestos-containing building materials and lead-basod paints in conjunction with Agency's demolition of any structures which may be on the Property. e. As used in this Agreement, the phrase "Hazardous Materials" shall mean any h~rdous, toxic, corrosive, reactive, ignitable, car~inogenic or reproductive toxic substance, material, product, compound, chemical or waste (including, without limitation, petroleum, including crude oil, or any fraction thereof, asbestos or asbestos-containing materials, fiammable explosives, radioactive materials, and polychlorinated biphenyls) as defined in or regulated by any federal, state or local law, ordinance, regulation or code regarding the environment or health, safety or welfare ("Environmental Law"). 10. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants as follows: a. The Property is free and clear of all liens, claims, encumbrances, easements, encroachments or rights-of-way of any nature whatsoever other than the matters set forth as exceptions in the PTR and approved by the Agency. b. Seller has no knowledge of any order or direolive of any applicable Department of Building and Safety, Health Department or any other City, County, State or Federal authority, relating to the Property. c. Seller has complied with, and has no knowledge of any pending, threatened or potential investigation, proceeding or action (including legislative action) relating to the failure of Seller to comply with any and all statutes, laws, ordinances, regulations, rules and orders of governmental authorities having or claiming jurisdiction relating to the ownership, operation and use of the Property including, but not limited to, compliance with all zoning, health, safety, building and fire regulations and the obtaining and compliance with any and all necessary permits, licenses and certificates of authority. the sale of the Property. Seller has no obligations to any finder or broker in connection with e. Seller is not aware of any Hazardous Materials (as defined below) that have been used, present, released, stored, manufactured, generated or disposed of on, under or about, or transported to or from the Property. f. To the best of Seller's knowledge, the Property (including, without limitation, the soil and groundwater thereunder) is not in violation of any Environmental Laws. No above-ground or underground tanks exist on, under or about the Property. g. All of the documents, information and records provided by Seller to Agency in accordance with this Agreement shall contain true and accurate information and do not omit any material fact. h. 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. i. Allcontracts, agreements, understandingsandcommitments, written or oral, with vendors, affecting any part of the Property, are disclosed in Exhibit C. attached hemto and incorporated herein. j. As of the time of the Closing Date, Seller shall have paid and settled all outstanding debts; claims and other obligations owed by Seller in connection with the ownership of the Property or the maintenance thereof ('Debts*). Agency is not assuming any Debts. Seller will indemnify and defend Agency from all actions relating to collection of Debts. 11. FULL PAYMENT OF ALL OBLIGATIONS OF Agency. I t i s understood and agreed between Seller and Agency that the Purchase Price set forth herein represents 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, pre-condemnation damages, owner participation rights under the Redevelopment Plan, relocation assistance and/or benefits under the Relocafion Assistance Act, Government Code Section 7260 et sed., and loss of business goodwill under the Eminent Domain Law, Cede of Civil Procedure Section 1263.510. 12. ATTORNEY'S FEES. In the event of any litigation between the Agency and Seller, concerning this transaction, the prevailing party shall be enti~ed to reasonable attorneys' fees. 13. ASSIGNMENT. Agency 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 Agency of any of its obligations under this Agreement. 14. NOTICES. All notices called for herein shall be in writing and shall be delivered to Seller and Agency at the addresses set forth in this Paragraph. Notices shall be deemed delivered two (2) business days after first-class mailing, or upon receipt by personal service at the office of the party, delivery by overnight courier service, or by legible and complete facsimile transmission. The following addresses are to which notices shall be sent pursuant to this Paragraph, provided that either party may change its address by proper notice to the other: SELLER: Elizabeth Otto P.O. Box 63 Temecula, CA 92593 AGENCY: City of Temecula 43174 Business Park Drive Temecula, California 92590 Attention: City Manager 15. MISCELLANEOUS PROVISIONS. a. This Agreement integrates all of the terms and conditions mentioned herein or incidental hemto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any pan of the subject matter hereof. b. Both Parties are sophisticated buyers and sellers of real property and have participated in the drafting of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above. SELLER ELIZABETH OTtO R:',HOUSING\PURCHAGG.CC2 3/29196 kin 14 IIF~DEVE~II)PMENT AGENCY OF THE CITY OF TEMECULA: PATRICIA H. BIRDSALL, CHAIRPERSON ATTEST: By June S. Greek, City Clerk/Agency Secretary APPROVED AS TO FORM: By Peter M. Thorson Agency Counsel EXHIBIT A LEGAL DESCRIFFIONS APN 922-054-004 Lot 4 Block 37 Town of Temecula Book: 015 Page: 726 Lot: 4 APN 922-054-005 Lot 3 Block 37 Town of Temecula Book: 015 Page: 726 Lot: 3 EXHH}IT B CONTRACTS AFFECTING PROPERTIES NONE F_,,YtHRIT C "Subord|nntion Agreement" by and between the Agency and Bank of America LAX2: 149783.2 !~aamh 26, 1996 -7- ITEM 3 TO: FROM: DATE: SUBJECT: CITY MANAGER REDEVELOPMENT AGENCY AGENDA REPORT Redevelopment Agency Members Ronald E. Bradley, Executive Director April 9, 1996 Relocation Assistance Services RECOMMENDATION: That the Redevelopment Agency of the City of Temecula authorize the execution of a contract with Pacific Relocation Consultants in a form acceptable to the City Attorney and Executive Director for the provision of relocation assistance services. BACKGROUND: Businesses and households displaced as a result of the acquisition of property by the City or Redevelopment Agency or by private parties operating under agreements with the City or Redevelopment Agency are eligible to receive rsiocation advisory services and, subject to eligibility requirements, certain relocation payments. Further, prior to the displacement of households and businesses by public/private projects, a relocation plan must be prepared which outlines the extent of the proposed relocation and establishes the nature of the relocation assistance to be provided. Two projects currently underway within the Old Town area will require a relocation plan and relocation assistance services. These projects are (1) the Old Town Entertainment Project, acquisition for which is being accomplished by T.Z.B.G. under the terms of an Owner Participation Agreement with the Agency; and (2) the First Street Extension Project, which will be funded by the Community Facilities District and for which acquisition will be undertaken by City staff representing the District. Proposals for relocation assistance were solicited and it is recommended that Pacific Relocation Consultants, who have extensive experience in the provision of relocation assistance as required by State law, be awarded the contract. AGENDA REPORT: I~-IOCATION ASSISTANCE SERVICES PAGE 2 The cost of services are outlined as follows: Preparation of Relocation Ran: A Relocation Plan meeting State law requirements will be prepared for a flat fee of $2,500 plus $125 per household unit to be displaced. This fee includes all necessary report preparation elements, including but not limited to, public noticing, coordination with the Department of Housing and Community Development (HCD), and distribution of informational material. Plan preparation will require approximately three (3) weeks; a thirty (30) day review is required by HCD and other affected parties. Cost of relocation assistance will be charged at the following rates: Residential Tenants/Owner Occupants Businesses $1,500 per case $2,500 per case General consulting services including coordinating meetings with staff or other consultants will be billed on an hourly rate basis at the following rates: Principal Project Manager Relocation Specialist $1 O0 per hour $ 85 per hour $ 70 per hour These hourly rate expenses are not expected to exceed $2,500. Cost of relocation services will depend on the number of households determined eligible for assistance which is as yet unknown. However, it is not expected that the total case load will require services in excess of $20,000. Therefore, we are requesting contract authorization not to exceed $20,000. The cost of relocetion plan preparation and relocation assistance services will be prorated between City, Redevelopment Agency, Community Facilities District and Old Town Entertainment projects. All Entertainment Project costs will be paid by T.Z.B.G. FISCAL IMPACT: Redevelopment Agency funds in the amount of $20,000 are available for this contract in the Low Moderate Income Housing Fund other outside services line item and the RDA CIP Fund. T.Z.B.G. will reimburse all costs in connection with the Old Town Entertainment Project. s r 90 (909} 694-6444 - Fax (909) 694-1999 March 27, 1996 Mr. Steve Oliver Partner Pacific Relocation Consultants 100 West Broadway, Suite 300 Long Beach, CA 90802-4432 Subject: Relocation Plan Preparation Old Town Entertainment Project and First Street Extension Right-of-Way Project Dear Mr. Oliver: This letter represents your notice to proceed with preparation of a relocation plan covering the displacement of low/moderate income households from the above- noted projects. It is understood that your fee for the preparation of a relocation plan will be $2,500 plus 8125 per household. A contract for relocation services will be proposed for Redevelopmerit adoption on April 9, 1996. In the meantime, you are authorized to proceed with this project not-to-exceed the sum of ~10,000, the amount which the City Manager is authorized to approve without City Council action. Please contact Marilyn Whisenand if you have questions about this matter. Yours truly, may approve additional work not to exceed ten percent (10%) of the amount of the 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. SUSPF,,NSION OR TFRMINATION OF AGREF, MENT WITHOUT 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. DF. FAULT OF CONSULTANT. a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant' s control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS. a. Consultant shall mainhain 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 flee 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 ffies. 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. INDF, MNIFICATION. 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 RF. QUIRF. ME. NTS. 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). 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. bd Minimum limits of Insurance. Consultant shall maintain limits no less (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property clamage. 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: a:',marily,n'ur, locate.a~ -4- 4/9/96 (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. For any claims related to this project, the Consultant' s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant' s insurance and shall not contribute with it. (3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (4) The Consultant' s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (5) Each insurance policy required by this 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. 10. INDEPENDENT CONTRACTOR. a. Consultant is and shill at all times remain as to the City a wholly independent contractor. The personnil 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.~PONSIBHJTIF.~. 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 a:~narilyn~k~cate.agt '6- 419196 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. NOTICF.q. 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 Mall, 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 43174 Business Park Drive Temecula, California 92590 Attention: City Manager To Consultant: Pacific Relocation Consultants 100 West Broadway, Suite 300 Long Beach, CA 90802 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 Steve Oliver shall perform the services described in this Agreement or such other personnel as may be approved by the City Manager. Consultant may use assistants, under their direct supervision, to perform some of the services under this Agreement. Consultant shall provide City fourmen (14) days' notice prior to the departure of Steve Oliver 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. Upon termination of this Agreement, Consultant' s sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. I .ICENSF^q. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING I.AW. 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 a: ~l~/a~rcloc,tc .Igt -7 - 4/9/~ litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Temecula. 17. ENTIRE AGREEMRNT. 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 party's own independent investigation of any and all facts such party deems material. 18. AUTHORITY TO EXECUTE THIg AGREEM'F. NT. 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 IF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA By Mayor Attest: June S. Greek City Clerk Approved As to Form: Peter M. Thorson City Attorney CONSULTANT Pacific Relocation Consultants By Steve Oliver, Partner a:Xmatilyn~oca~.s~ '9- 419196 EXI-I'mIT A TASKS TO BY:, PERFORMED III. Preparation of Relocation Plans including all necessary report elements including but not limited to public noticing, coordination with the Department of Housing and Community Development (HCD) and distribution of informational material. Provide relocation advisory services as required by State Law to residential tenants and owner-occupants and business tenants and owner-occupants. Provide general consulting services outside the Scope of Tasks I and II above as approved in advance by the City Manager or his authorized designee. EXHIBIT B PAYMENT SCI-FEDUI ,E II. Tasks described on Exhibit A, Task I, will be completed for a fixed fee of $2,500 plus $125 per household unit. Tasks described on Exhibit A, Task II will be provided on a fixed fee per case basis as follows: (a) Residential Tenants/Owner Occupants $1,500 per case (b) Business Tenants/Owner Occupants $2,500 per case General consulting services described in Exhibit A, Task I~ shall be provided on an hourly basis as follows: Principal Project Manager Relocation Specialist $100 per hour $ 85 per hour $ 70 per hour ITEM 4 TO: FROM: DATE: SUBJECT: APPROVA~ CITY ATTORNEY DIRECTOR OF F C ~ CITY MANAGE REDEVELOPMENT AGENCY AGENDA REPORT Redevelopment Agency Members Ronald E. Bradley, Executive Director April 9, 1996 Rancho West Apartments Project RECOMMENDATION: 1. That the Redevelopmerit Agency of the City of Temecula adopt a resolution entitled: RESOLUTION NO. RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA APPROVING A REGULATORY AGREEMENT WITH COACHELLA VALLEY HOUSING COALITION AND A SUBORDINATION AND AN ASSIGNMENT AND ASSUMPTION AGREEMENT WITH BANK OF AMERICA AND MAKING FINDINGS IN CONNECTION THEREWITH PURSUANT TO HEALTH AND SAFETY CODE §33334.14. 2. That the Redevelopment Agency of the City of Temecula adopt a resolution entitled: RESOLUTION NO. RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA DESIGNATING THE SUM OF $150,000 FROM THE AGENCIES LOW AND MODERATE INCOME HOUSING FUND AS THE MATCHING FUNDS FOR THE HOME PROGRAM GRANT FOR THE RANCHO WEST APARTMENTS PROJECT. AGENDA REPORT: RANCHO WEST APARTMENTS PROJECT PAGE 2 BACKGROUND: These recommended actions will finalized the procedural steps necessary to facilitate the purchase of the Rancho West Apartments Project by the Coachella Valley Housing Coalition ("CVHC"). Regulatorv Agreement The Regulatory Agreement incorporates conditions imposed on the project by the Redevelopment Agency in return for financial support through the Redevelopment Agency's Affordable Housing Program. The financial support previously authorized by the Redevelopment Agency includes the following: (1) $112,750 from Resolution Trust Corporation public service fees; (2) $150,000 from a County HOME Grant; and (3) $90,300 from Agency housing set aside funds. In addition to financial commitments made to assist in the purchase of the project, the Redevelopment Agency is required by the regulatory agreement to provide, for period of 3 years following the close of escrow of CVHC's purchase of the property, additional financial assistance in the amount of the difference between operating income and eligible expenses of the project not to exceed the sum of $/130,000 per year ($390,000 total). This commitment will assure that the project has sufficient operating funds to meet affordability requirements until reserve funds can be accumulated. This project will preserve affordable housing units for the community which, in the absence of the regulatory agreement imposing rental restrictions for a thirty (30) year period, would not be expected to remain available to low to moderate income residents on a long term basis. Affordability requirements imposed on the project are as follows: (a) No less than thirteen (13) one bedroom units and thirty (30) two bedroom units shall be continuously available to, occupied by, or rented to Very Low Income Households as a principal residence at rents that do not exceed the lower of those rents prescribed by Section 50053 of the California Health and Safety Code, or as required by the terms of Federal financing or assistance utilized. (b) No more than twenty*four (24) one bedroom units and eighty-one (81) two bedroom units shall be continuously available to, occupied by, or rented to Lower Income Households as their principal residence at rents that do not exceed the lower of those AGENDA REPORT: RANCHO WEST APARTMENTS PROJECT PAGE 3 rents prescribed by Section 50053 of the California Health and Safety Code, or as required by the terms of Federal financing or assistance utilized. One (1) one bedroom unit and one (1) two bedroom unit shall be operated as transitional/emergency housing with eligibility requirements approved by the Executive Director. (d) Persons of low or very low income who are displaced by any development approved by the Redevelopment Agency or other agency actively pursuant to the Redevelopment Plan shall be given priority to rent housing units within the Rancho West Apartments Project. The Regulatory Agreement further requires that certain necessary capital improvements are undertaken for the project (listed on Exhibit D of the agreement) which include, among other things, new awnings, three fenced tot lots, furnishings for transitional apartments, and miscellaneous interior and exterior improvements. Assignment of HOME Program Grant The second Resolution recommended for approval designates the sum of 9150,000 from the Agency's low and moderate income housing fund to be committed to the project as matching funds for the HOME Grant which was approved by Riverside County and assigned to CVHC in support of the Rancho West Apartment Project. The source of the 9150,000 matching funds is Agency housing set aside funds and Resolution Trust Corporation public service fees. The appropriation of the 9150,000 matching fund was previously approved by the Redevelopment Agency; however, Riverside County requires a specific Resolution in order to meet HOME Program Grant requirements. FISCAL IMPACT: The Redevelopment Agency's financial commitment to the purchase of the Rancho West Apartments Project is the sum of 9353,050. The source of these funds is as follows: (1) 9112,750 from Resolution Trust Corporation public service fees; (2) 9150,000 from a County HOME Grant; and (3) $90,300 from Agency housing set aside funds. In addition, an additional 9130,000 annually for the three year period following close of escrow is committed by the Regulatory Agreement to be funded from the housing set aside fund. e. The Agency will be issuing Multifamily Rental Housing Bonds, 1996 Series A, to finance the Project pursuant to Chapter 7.5, commencing with Section 33740, of Part 1 of Division 24 of the Health and Safety Code of the State of California. In connection with such bond issue the bondholder, Bank of America, has requested the Agency to subordinate its interests in the Regulatory Agreement to the Senior Deed of Trust and Senior Note of CVHC and the Loan Agreement and Supplemental Loan Agreement between CVHC and the bondholder pursuant to the Subordination Agreement between Bank of America and the Agency. In accor~anc~ with the provisions of Health and Safety Code Section 33334.14, the Agency hereby finds, determines and declares that an economically feasible alternative method of financing, refinancing, or assisting the units on substantially comparable tens and conditions, but without subordination, is not reasonably available, and that the Agency has obtained tens in the Regulatory Agreement and the Subordination Agreement which are reasonably designed to protect the Agency' s investment in the project in the event of default. f. The Agency entered into a HOME Program agreement with the County of Riverside on December 5, 1995 whereby the County agreed to provide Agency with a grant of $150,000 in federal HOME Program Funds for the Rancho West Apartment Project. Since the funds may only be used for the Rancho West Project, it is the desire of the County to transfer the funds directed to CVItC for the Project and, therefore, the Assignment and Assumption Agreement is necessary to accomplish this purpose. g. 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. Moreever, the EIR approving the Plan addressed the impacts of housing development in the area of the Property. h. The agreements'described in this Resolution pertain to and affect the ability of the Agency to finance its statutory obligations and for all parties to finance and carry out the purposes of this Agreement and the goals of the Plan and is intended to be a Contract within the meaning of Government Code Section 53511. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby approves those certain agreements entitled (1) "Regulatory Agreement Providing for Affordable Housing By and Between the Redevelopment Agency of the City of Temecula and Coachella Valley Housing Coalition," (2) an "Assignment and Assumption Agreement," by and between the Redevelopment Agency of the City of Temecula and Coachella Valley Housing Coalition, and (3) a "Subordination Agreement' by and between the Agency and Bank of America, and authorizes the Chairperson to execute said agreements on behalf of the Agency in substantially the form attached hereto as Exhibits A, B and C, with such other changes or additions thereto as are recommended and approved by the Executive Director and General Counsel as necessary or convenient to effectuate the terms of said LAX2:149783.2 1~26, 19~ -2- agreements or the finant'rag described herein. In connection with the purchase of the Property by CVHC and the Agency' s contributions to the Project as described in the Agency Regulato~y Agreement, the Executive Director is hereby authorized and directed to execute escrow instructions and similar documents necessary or convenient to implement the terms of the agreements described above and the purchase of the Property by CVHC. This Resolution terminates and supersedes the Agency's approval of the Regulatory Agreement on , 1995. Section 3. The Secretary shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Temecula on ,1996. ATYEST: PATRICIA BIRDSALL Chairperson JUNE S. GREEK Secretary [SEAL] LAX2:149783.2 Ma~k26,1~9~ ~3- STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA ~S I, June S. Greek, Secretary of the Redevelopment Agency of the City of Temecula, do hereby certify that the Resolution No. 96- was duly and regularly adopted by the Redevelopment Agency of the City of Temeeula at a regular meeting thereof, held on ,1996, by the foBowing vote, to wit: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: ABSTAIN: AGENCY EMBERS: JUNE S. GREEK Secretary EXttIRIT A "Regulatory Agreement Providing for Affordable Housing By and Between the Redevelopmerit Agency of the City of Temecula and Coachella Valley Housing Coalition" LAX2: 149783.2 MaRll ).6. 1996 RECORDED AT REQUEST OF AND Vd-IF.,N RECORDED RETURN TO: June S. Greek Secretary Redevelopment Agency of the City of TemecuLa 43174 Business Park Drive Temecula, California 92590 EXEMFF FROM RECORDER' S FEES Pursuant to Government Cede Sections 6103 and 27383 REGULATORY AGI~EM'FNT PROVIDING FOR AFFORDABLE HOUSING BY AND BETW~EN THE I~EI}EVELOPIV~NT AGENCY OF ~ CITY OF TEMECULA AND COACHI~JJ.,A VALLEY HOUSING COALITION THIS AGREElVm. NT is entered into and effective as of April 9, 1996, by and between the Redevelopment Agency of the City of Temecula, a public bedy corporat~ and politic ("Agency") and The Coachella Valley Housing Coalition, a California non-profit corporation CCVHC"). In consideration of the mutual covenants and agreements contained herein, the Agency and the CVHC hereby agree as follows: 1. l~itals. This Agreement is made with respect to the following facts and for the purposes which the parties hereto agree are tree and correct: a. The Agency is a party to that certain purchase and sale agreement dated September 28, 1996 with Resolution Trust Corporation in its capacity as Receiver for Gibraltar Savings, F.A. (the "Purchase Agreement") for the purchase of certain real property in the City of Temecula generally known as the "Rancho West Apartments" located at 42200 Main Street and specifically described on Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full {the "Property"). The development of the Rancho West Apartments as affordable housing shall also be referred to as the "Project." b. Agency has agreed to assign its rights and obligations in the Purchase Agreement to CVHC and to assist CVHC in the purchase and operation of the Rancho IAX2:133594.10 -1- Matek 26, 1996 West Apartments in exchange for CVHC's commitment to operate the Rancho West Apartments as 100% affordable housing project for a period of thirty years from the date of conveyance of the Property to CVHC. The assignment is set forth in that certain document entitled 'Amendment No. 1 and Assignment and Assumption of Purchase and Sale Agreement and Joint Escrow Instructions' by and between the RTC, Agency and CVHC dated September 28, 1996. c. Agency is required by California Health and Safety Code Section 33334.2, et ,~1., to expend a certain percentage of property taxes allocated to it for the purpose of increasing, improving, and preserving the City of Temecula's supply of low- and moderate-income housing available at affordable housing costs. d. The purpose of this Agreement is to set forth the respective obligations of the Agency and the CVHC with respect to the financial assistance for the purchase of the Rancho West Apartments, certain operational matters, and to provide for the enforceability of the affordability restrictions on rental of the units. e. Completion of the Project will assist the Agency in fulfilling its obligation to increase, improve and preserve low and moderate income housing within the City of Temecula. The Project is consistent with the terms and requirements of Temecula Redevelopment Project No. 1 -- 1988 and the Implementation Plan for the Project adopted by the Agency. f. This Agreement pertains to and affects the ability of the Agency to finance its statutory obligations and for all parties to finance and carry out the purposes of this Agreement and the goals of the Plan and is intended to be a Contract within the meaning of Government Code Section 53511. 2. CVHC's Obligations to Provide for Affordable Housing on the Property. CVHC covenants and agrees, on behalf of itself, its successors and assigns, and every successor in interest to the Property or any part thereof, and declares that the Property shall be used, held and conveyed subject to the following restrictions: a. The Property shall be devoted to use as multifamily residential housing subject to the affordability requirements as set forth in this Agreement. b. For a period of thirty (30) years from the date of conveyance of the Property to CVHC, no less than thirteen (13) one-bedroom units and thirty (30) two- bedroom units shall be continuously available to, occupied by, or rented to Very Low Income Households as their principal residence at rents that do not exceed the lower of those rents prescribed by either Section 50053 of the California Health and Safety Code or, to the extent that the terms of federal financing or financial assistance are utilized, L~C2:133594.10 -2- Marat 26, 1996 such rents as are prescribed by the terms of such financing or financiRl assistance (the "Affordable Rents*). (1) The maximum monthly Affordable Rent for each unit described in this subparagraph shall be established at one-twelfth (1/12) of the product of thirty pereent (30%) limes fifty percent (50%) of the Riverside County median income, as determined by the United States Department of Housing and Urban Development, less a utility allowance as provided by the Riverside County Housing Authority for the Temecula area for the Section 8 Rental Subsidy Programs. (2) As used in this Agreement "Very Low Income Households" means households earning not more than fifty percent (50%) of the Riverside County median income, as determined by the United States Department of Housing and Urban Development. c. For a period of thirty (30) years from the date of conveyance of the Property to CVI-IC, no more that twenty four (24) one-bedroom units and eighty one (81) two-bedroom units shall be continuously available to, occupied by, or rented to Lower Income Households as their principal residence at rents that do not exceed the lower of those rents prescribed by either Section 50053 of the California Health and Safety Code or, to the extent that the terms of federal financing or financial assistance are utilized, such rents as are prescribed by the terms of such financing or financial assistance (the "Affordable Rents"). (1) The maximum monthly Affordable Rent for each unit described in this subparagraph shall be established at one-twelfth (1/12) of the product of thirty percent (30%) times sixty percent (60%) of the Riverside County median income, as determined by the United States Department of Housing and Urban Development, less a utility allowance as provided by the Riverside County Housing Authority for the Temecula area for the Section 8 Rental Subsidy Programs. (2) As used in this Agreement "Lower Income Households" means households earning not more than eighty percent (80%) of the Riverside County median income, as determined by the United States Department of Housing and Urban Development. d. For a period of thirty (30) years from the date of conveyance of the Property to CVHC, one (1) one-bedroom unit and one (1) two-bedroom shall be LAX2:I33594.10 -3- MurA 2~, 1996 operated as a transitional/emergency housing with eligibility requirements approved by the Executive Director of the Agency. e. Persons of low or very low income who are displaced by any development approved by the Agency or other Agency activity pursuant to the Plan, shall be given priority in the renting of the units of the Project. f. Notwithstanding anything to the contra~ contained in this Agreement, for a period of three (3) years from the date of conveyance of the Property to CVHC, CVHC may reduce the rent on vacant units designated under this Agreement for Lower Income Households by up to ten percent (10%) in the event the Project operates with a vacancy rate greater than five percent (5%) for two or more consecutive months. Any reduction in rents affected in accordance with this provision may also apply to units for Lower Income Households that may be vacated subsequent to the implementation of the initial rent reduction. The Agency agrees that the initial rents for the two bedroom units designated for Lower Income Households will be four hundred dollars ($400.00) per month. g. As used in this Agreement, 'principal residence' means the principal dwelling place a person uses as such person' s usual place of return and occupancy. If a person fails to reside in and return to such person' s unit for at least four (4) days per week for a period of at least nine (9) months out of any twelve (12) month period, it will be presumed that the unit is not the principal residence of that person. h. Prior to the rental of any unit, CVHC shall obtain from the proposed tenant a completed income computation and certification form, in such form as may be approved by the Executive Director of the Agency, and shall verify the income of the proposed tenant. CVHC shall verify the proposed tenant' s income by standard and customary income verification procedures and practices used for determining eligibility for income qualifying housing. i. The parties acknowledge that some of the current occupants of the Project include moderate income residents as well as low income residents and that certain rehabilitation work will be performed for the Project. Notwithstanding the terms of this Agreement, the parties agree that no person shall be displaced from the Project due to either the rehabilitation or the fact any person may not qualify under the affordability requirements of this Agreement. CVI-IC shall designate the furst two units which become available as the transitional units required by this Agreement and the remaining units becoming available shall be rented to persons meeting the affordability requirements of this Agreement. 3. CVHC's Clpital Improvement, Maintenance, Insurance and Replacement Obligations. CVHC covenants and agrees, on behalf of itself, its successors and LAX2:133594.10 "4- March 2~, 1996 assigns, and every successor in interest to the Property or any part thereof, and declares that the Property shall be used, held and conveyed subject to the following maintenance restrictions: a. CVHC agrees to construct and instnll the necessary capital improvements for the Project which are identified and described in Exhibit D, Acquisition Expenses and Necessary Capital Expenses, and further agrees to expend the budgeted amounts for the necessary capital improvements specified as set forth in Exhibit D in an mount not less than the sum of one hundred forty two thousand eight hundred dollars ($142,800.00). CVHC agrees to complete the necessary capital improvements within six (6) months of the date of closing of CVHC's acquisition of the Property. In the event the improvements specified in Exhibit D have been completed at the time of conveyance of the Property to CVHC, CVHC shall use the funds to complete such improvements recommended in the March 5, 1996 *Property Condition Survey and Replacement Reserve Analysis" prepared for the Rancho West Apartments by McDonnell Group as approved by the Executive Director of the Agency. b. CVItC shall continuously repair and maintain or cause to be repaired and maintained the exteriors and interiors or the units and the common areas of the Project in a neat, clean, safe and sanitaxy condition in accordance with all applicable federal, state and local laws, ordinances, and regulations and the standards of maintenance of rental units of similar size and amenities within the City of Temeeula. c. CVHC shall also comply with the repair and maintenance requirements described in Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full. d. CVItC shall take out and maintain during the term of this Agreement property and casualty insurance on the improvements on the Property ("Improvements") in the full replacement value of the impwvements. The policy shall be written by good and solvent insurers qualified to do business in the State of California and shall have a policyholders rating of B plus or better in the most recent edition of "Best's Key Rating Guide--Property and Casualty." e. In the event the Improvements are destroyed or substantially damaged, CVHC shall be required to repair, replace, or restore such improvements. Such work shall commence within ninety (90) calendar days of the event causing the destruction or damage and diligen~y prosecuted to completion. 4. Conveyance of Right of Way Easements. In consideration of the assistance provided by Agency to the Project, CVHC covenants and agrees, on behalf of itself, its successors and assigns, and every successor in interest to the Property or any part thereof, to convey to the Agency, without charge, such easements and such dedications as necessary to accommodate public works projects in the current public right of way adjacent to the Property. Such conveyances shall be made within ten (10) days of written notice from the Agency. Within ten (10) days of the close of escrow for the Property, CVHC shall convey to the Agency for public roadway purposes, including without limitation, roadway, bridges, curb, gutter, sidewallc, storm drains, utilities, and related purposes, the property described in Exhibit E of this Agreement. CVHC aclmowledges that the Agency will reconvey this property to the City for such public roadway purposes 5. Agency Assistance With the PrOject. In order to provide for the generation and maintenance of low and moderate income housing within the community, the Agency agrees to assist CVHC with the Project in the following manner: a. Agency shall contribute the sum of two hundred three thousand fifty dollars ($203,050.00) towards CVHC's purchase of the Property and for the installation and construction of certain necessary capital improvements as described in Exhibit D, Acquisition Expenses and Necessary Capital Expenses. CVHC agrees to use such funds only for the purposes described and in the budgeted mounts as set forth on Exhibit D, Acquisition Expenses and Necessary Capital Expenses. CVI-IC acknowledges that this contribution will be funded with the following funds to be received by the Agency or which the Agency has in its Low and Moderate Income Housing Fund, agrees that the Agency' s payment is conditional upon the receipt by the Agency of each of such funds, and accepts the restrictions on the use of such funds as may be set by law: (1) $112,750.00 from Resolution Trust Corporation public service fees; and (2) $90,300.00 from Agency housing set-aside funds. If required by the financing documents, Agency shall deposit such funds into the escrow between CVI-IC and RTC for the purchase of the Property within five (5) business days of Agency's confirmation that: (I) the Bank of America loan to CVHC for the Property acquisition has been approved and accepted by all parties and the Multifamily Rental Housing Bond have been approved and the terms thereof accepted by all parties; (ii) CVHC has deposited into said escrow such funds as it is required to deposit to complete the sale; and (iii) Agency has received the funds described in this subparagraph and such funds are available for release to CVHC. By separate agreement the Agency has assigned to CVHC its rights to receive a $150,000 HOME Program grant which CVHC agrees to contribute to the Project. b. For a period of three (3) years following the close of escrow of CVHC's purchase of the Property, Agency shall provide additional financial assistance in the mount of the difference between operating income and eligible expenses of the Project, not to exceed the sum of one hundred thirty thousand dollars ($130,000.00) per year ($390,000.00 total). The Agency acknowledges that differences may be caused by excess vacancies because of low area market rent conditions and/or by the need to reduce rents below those described in Sections 2b.(1) and 2c.(1) of this Agreement so that current and future occupants of the Property are relieved of an LAX2:133594.10 '6- Mar. h 26, 1996 excessive rent burden by affording them the opportunity to pay housing costs that are not less than 30%, but do not exceed 40% of their gross household income for rent and utilities (excepting those initial occupants with incomes over 60% of the county median). The annual assistance shall be paid pursuant to the following procedures: (1) CVHC will submit an initial operating income and expense projection to the Agency for approval prior to the closing. (2) If the projected expenses exceed the income, due to reasons outlined above (Section b), CVItC will submit monthly invoices and documents supporting actual income and expenses for reimbursement to the Agency in order to cover operating shortages. Invoices will be approved if supporting documentation is adequate and they comply with generally accepted accounting principles and practices. (3) Within thirty (30) business days of July 1, 1997 and each year thereafter through July 1999, CVHC shall submit to the Agency a statement of the income and expenses of the Project during the preceding year with supporting documentation in accordance with generally accepted accounting practices and principles of the Agreement. This will be reconciled with the monthly draws described in Section (2) above. (4) Agency shall have thirty (30) business days after receipt of the documentation described in Subparagraph b.(3) to verify the information submitted and to pay to CVHC the difference between the operating income and eligible expenses for the preceding fiscal year. (s) For the purposes of this Paragraph "operating income" and "eligible expenses" and budget and expense procedures shall be defined as set forth in Exhibit C. c. CVHC shall repay, with interest, any mounts which the Agency pays to it pursuant to this Agreement or which the Agency otherwise advances to cure any default of CVItC under any obligation of CVHC with respect to the financing of the purchase of the Property and the development of the Project (including but not limited to the Loan Agreement, dated as of March 1, 1996, among the Agency, CVItC as Borrower, and First Trust of California National situation, the Supplemental Agreement (as defined therein) or any other Loan Document (as such term is used therein)in the event that, for any reason, (1) CVI-IC has defaulted under this Agreement and has not cured the default as required by the terms of this Agreement, (2) the 1AX2:133594.10 -7- March 2~, 199~ affordability requirements described in this Agreement for the units on the Property are no longer enforceable against the owners of the Properly, or (3) CVHC is in default of any of its obligations with respect to the financing of the purchase of the Property and the development of the Project, which is not cured within the time required by the financing documents. The interest rate on the repayment shall be adjusted yearly and shall be the rate of interest received by the Agency each year on its investment of monies in its Low and Moderate Income Housing Fund. So long as no event has occurred under (1), (2) or (3) above which would enable the Agency to demand payment of mounts by CVHC under this Section 5.c., repayment of such amounts shall be automatically forgiven upon termination of the affordability requirements set forth in Paragraph 2 of Agreement. CVHC's obligations, pursuant to this Paragraph 5.c. and Paragraph 5.d. of this Agreement shall be secured by a deed of trust in the standard form of the rifle company issuing the title policy in connection with the financing of CVHC's purchase of the Property. d. In the event that for any reason, (1) CVHC has defaulted under this Agreement and has not cured the default as required by the terms of this Agreement, (2) the affordability requirements described in this Agreement for the units on the Property are no longer enforceable against the owners of the Property, or (3) CVHC is in default of any of its obligations with respect to the financing of the purchase of the Proparty and the development of the Project, which is not cured within the time required by the financing documents, the Agency shall have the right, but not the obligation, to purchase the Property from CVHC at a cost equal to the amount required to prepay the outstanding bond obligations used to finance the Project. e. Agency shall deduct from the first payment it makes to CVHC pursuant to Paragraph 5.C the sum of three thousand dollars ($3,000.00). 6. Indemnification. The CVI-IC shall defend, indemnify, assume all responsibility for and hold the Agency, and its respective elected and appointed officers and employees, harmless from all costs (including attorneys fees and costs), claims, demands, liabilities, or judgments for injury or damage to property and injuries to persons, including death, which may be related to the Property or caused by any of the CVHC's activities under this Agreement, whether such activities or performance thereof be by the CVHC or anyone direc~y or indirectly employed or contracted with by the CVHC and whether such damage shall accrue or be discovered before or after termination of this Agreement. This indemnity includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmenial action) concerning any hazardous subslance or hazardous wastes including petroleum and its fractions as defined in the Comprehensive Environmental Response, Compensation and Liability Act ["CERCLA'; 42 U.S.C. Section 9601, et s~.], the Resource Conservation and Recovery Act ['RCRA'; 42 U.S.C. Section 6901 et tell.] and California Health and Safety Code Section Code Section 25280 et rte. tl. at any LAX2:I335~4.10 -8- Ms~h26, 1996 place where CVItC owns or has control of real property pursuant to any of CVItC's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107 (e) of CERCLA and California Health and Safety Code Section 25364 to assure, protect, hold harmless and indemnify Agency from liability. This indemnity shall survive the termination of this Agreement for any reason. 7. Conlpliance with Loe~l, State and Federal lAWS. The CVHC shall carry out the provisions of this Agreement and own and operate the Project in confornfity with all applicable local, state and federal laws and regulations including, without limitation, all regulations and conditions of funding under the HOME Program, Resolution Trust Corporation Public Service Fees, and Housing Set Aside Funds under Health and Safety Code Section 33334.2. 8. Covenants for Non-Di~rimina~on. a. Pursuant to Health and Safety Code Section 33436 the CVHC covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of nee, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the CVHC itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. b. Pursuant to Health and Safety Code Section 33436 the CVHC shall refrain from restricting the rental, sale or lease of the Properly on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or LAX2: 1335~M. 10 -9- Maxdt 26, 1994 vendees in the land herein conveyed. The foregoing covenants shall run with the land. * In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and aH persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises here- in leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, num- ber, use or occupancy of tenants, lessees, sublessees, sub- tenants or vendees in the premises herein leased.' (3) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." c. The covenants established in this Paragraph shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns and any successor in interest to the Property or any part thereof. The covenants, contained in this Paragraph shall remain in perpetuity. 9. Covenants Running with the Land. The covenants which have been established pursuant to Paragraphs 2, 3, 4, 6, 7 and 8 this Agreement (the *Covenants") shall be deemed to be covenants running with the land for the benefit of the Project Area and the Agency in eattying out its statutory responsibilities under California Redevelopmerit Act (Health and Safety Code Sections 33000 el seq.) to implement the Redevelopment Plan and to provide for the development of low and moderate income housing in the community. The LAX2:~aaS94.tO -lO- }h~26. 19'n Covenants shall be binding for the benefit of the Project Area and the Agency and its successors and assigns, and such Covenants shall run in favor of the Agency for the entire period during which such covenants shall be in force and effect, without regard to whether the Agency is or remains an owner of any land or interest therein to which such Covenants relate. The Agency is deemed the beneficiaxy of the wxms and provisions of this Agreement and of the Covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the Covenants running with the land have been provided. 10. Retention of Records; Audit. a. CVHC shall retain all documents and records pertaining to (I) the rents charged, income of tenants and all matters relating to CVttC's obligations under Paragraph 2 of this Agreement and (ii) operating income and eligible expenses as described in Paragraph 3 of this Agreement, for a period of four (4) years from the date of Agency's Annual Assistance Payment to CVHC and make them available to the Agency on five (5) business days' prior notice, provided however that if the provisions of any federal or state law or regulation requires a longer period of retention, CVHC shall comply with such period or retention. b. Agency may conduct audits of (1) the rents charged, income of tenants and all matters relating to CVIIC's obligations under Paragraph 2 of this Agreement and (ii) operating income and eligible expenses as described in Paragraph 5 of this Agreement within four (4) years from the date of payment by Agency of operating deficits and CVIIC shall cooperate with the Agency' s auditors in conducting the audit. Such audits shall not occur more frequently than once each fiscal year. Agency shall pay for the costs of the audit unless the audit reveals that CVHC did not comply with the provisions of this Agreement, in which ease, CVHC shall pay all costs of the audit. 11. Legal and F~luitable Remedies for Breach of Agreement. a. The failure or delay by either party to perform any term or provision of this Agreement or the Covenants constitutes a default under this Agreement. A party claiming a default (claimant) shall give written notice of default to the other party, specifying the default complained of. The claimant shall not institute legal actions against the other party nor be entitled to damages if the other party within fourteen (14) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy within thirty (30) days from the date of receipt of such notice. If breach cannot reasonably be cured in thirty (30) days, such additional time as is deemed necessary by Agency will be provided if CVHC is diligently prosecuting the cure. Such cure, correction and remedy shall include payment of any costs, expenses (including attorney LAX2:X33594.10 -11- ~ ~, ~ fees) or damages incurred by the non-defaulting party resulting from the default or during the period of default. b. CVHC shall be entitled to all legal rights and remedies against the Agency for a default which is not cured within the applicable period. c. In the event a default by the CVHC is not cured within the applicable period, Agency shall be enti~ed to all legal and equitable remedies avnilable under the law including, without limitation: (1) damages; (2) specific performance; (3) disgorgement of any amounts of rent which exceed the rents permitted by this Agreement; and (4) the cost to the Agency of the reasonable time expended by Agency staff, consultants, auditors, attorneys and other personnel involved in enforcing the terms of this Agreement. d. The rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. e. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. f. Any litigation pertaining to this Agreement shall be brought in the applicable municipal, superior or federal district court with jurisdiction over the City of Temecula. g. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be enti~ed, in addition to any other relief to which it may be enti~ed, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. 12. Assignment; Successors and Assigns. a. CVHC shall not assign or otherwise Wansfer all or part of its rights and obligations under this Agreement without the prior express written consent of the Agency. Agency shall not unreasonably withhold its consent provided that the assignee is financially capable and possesses the experience and skill to operate the Project and comply with the provisions of this Agreement. -12- b. Agency may assign or transfer any of its rights or obligations under this Agreement without the approval of CVHC, but upon notice to the CVIIC. c. All of the terms, covenants and conditions of this Agreement shall be binding upon the CVHC and its permitted successors and assigns. Whenever the term 'CVHC* is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided. 13. Notices. Any approval, disapproval, demand, document, or other notice ("Notice") 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 Agency: Redevelopment Agency of the City of Temecula 43174 Business Park Drive Temecula, California 92590 Attention: Executive Director To CVHC: Coachella Valley Housing Coalition 45-701 Monroe Street, Suite G Indio, California 92201 Attention: Executive Director 14. No Third Party Beneficiaries. Notwithstanding any other provision of this Agreement to the contrary, nothing herein is intended to create any third party beneficiaries to this Agreement, and no person or entity other than the Agency or CVHC, and the permitted successors and assigns of either of them, shall be authorized to enforce the provisions of this Agreement. Not by way of limitation of the foregoing, the tenants of the Property are not intended to be third party beneficiaries hereunder. 15. F. ntire Agreement; General Provisions. a. 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, except for that certain agreement entitled 'Amendment No. 1 and Assignment and Assumption of Purchase and Sale Agreement and Joint Escrow Instructions' by and between the RTC, Agency and CVHC dated September 13, 1996, and the agreements executed by the parties in connection with the issuance of the 'Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments)' 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. b. All amendments hereto must be in writing executed by the appropriate authorities of the Agency and the CVHC. c. Both Parties are sophisticated with respect to real property and have participated in the drafting of this Agreement. through 3. This Agreement includes pages 1 through 17, inclusive, and Exhibits 1 IN WITNESS WHEREOF, the Agency and the CVHC have signed this Agreement as of the date first written above. I~FXJEVI?-LOPM~NT AGENCY OF THE CITY OF TEMECULA By: Attest: Ronald E. Bradley Chairperson June S. Greek Secretary Approved As to Form: Peter M. Thorson General Counsel LAX2:133594.10 _]i~_ Match2~, 1996 THE COACH~LIA VAtJ,r,Y HOUSING COALITION, a Callfornln non-profit Corporation ]olm Mealey Executive Director ALL-PURPOSE ACKNOWLEDGMENT State of California ) County of Riverside ) On appeared , 1996, before me, , personally [] [] personally known to me -OR- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY [1 [1 INDIVIDUAL(S) OFFICER(S) CITrLE[S]): CAPACITY CLAIMED BY SIGNER ~.:133~94.m -15- utFJa ~, xgs6 [1 [] [1 [l [1 [] [1 PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) SUBSCRIBING WITNESS GUARDIAN/CONSERVATOR CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: ALL-PURPOSE ACKNOWLEDGMF-NT State of California ) County of Riverside ) On appeared , 1996, beforeme, , personally [] [] personally known to me -OR- proved to me on the basis of salisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. SIGNATURE OF NOTARY [1 [] INDMDUAL(S) OFFICER(S) (TITLE[S]): CAPACITY CLAIMED BY SIGNER [] [] PARTNER(S) ATTORNEY-IN-FACT LAX2:I33594.10 -16- MaRh 26, 1996 [] [] [] [] [] TRUSTEE(S) SUBSCRIBING WITNESS GUARDIAN/CONSERVATOR CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: ALL-PURPOSE ACKNOWLEDGMENT LAX2:I33594.10 -17- M~ 2~, 1~ State of California ) Countyof Riverside ) On appeared , 1996, before me, , personally [] [] personally known to me -OR- proved to me on the basis of satisfactopJ evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Wimess my hand and official seal. SIGNATURE OF NOTARY [1 [1 XNDFv~DUAL(S) OFFICER(S) (TITLE[S]): CAPACITY CLAIMED BY SIGNER [1 [1 El [l [1 t] PARTNER(S) ATFORNEY-IN-FACT TRUSTEE(S) SUBSCRIBING WITNESS GUARDIAN/CONSERVATOR CHAIRPERSON/MAYOR OTHER: SIGNER IS REPRESENTING: LAX2:133S94.10 -18- ~,~d~s. t~ EXHIBIT A LEGAL DESCRIFrION OF THE PROPERTY IDEN'FIFICATION OF THE PROPERTY The subject apartment complex is located at 42200 Main Street, Temeeula, California. It is an existing complex consisting of 38 one bedroom units and 112 two bedroom units. The gross building area is 115,000 square feet of which 109,040 square feet are rentable. Thomas Map: 125-E4 (Riverside County) Census Tract: 432 Assessors Nos.: 922-061-021 Legal Description: "Parcel one and Lots B, D and E of Parcel Map 8248 in the County of Riverside, State of California, as per map recorded in Book 32, pages 16, 17 and 18 of Parcels Maps, filed in the office of the County Recorder of said county. Except the northwesterly 10 feet of said Lot B as described in deed to Jose G. Nieto and Delphine D. Nieto, Husband and Wife, recorded October 18, 1982 as Instrument no. 179404, official records." L,,X2:mSS~aO -19- ~2~, x~ F_JoHBIT B REPAIR AND MAINTENANCE REQIYIREMRNTS RANCHO WEST APARTIv~NTS GENERAL MANAGEMI~,NT RFQUIREMENTS CVHC through their management agents and contractors shall maintain the appearance and condition of the subject property in a manner which will protect the value of the property and assure community and resident satisfaction. Maintenance requirements are identified by four categories: Custodial maintenance - routine, day-to-day housekeeping activities, including policing the grounds as well as vacuuming and cleaning the office and common areas. Corrective maintenance - repair and restoration of items after problems are identified, but before breakdowns occur. Preventive maintenance - scheduled inspections, service, and repair to maximize the level of services at the property and reduce equipment breakdowns and service interruptions. Rmergency maintenance - corrective action that must be taken immediately to protect life, health, or property. CUSTODIAL MAINTENANCE CVHC shall provide for custodiai maintenance on a regular basis in accordance with customary practices. Gustodial maintenance includes, but is not limited to, the following Cleaning the on-site office Trash removal Policing the grounds, including property entrance and parking areas Basic landscaping care, in season (e.g., mowing and trimming) Cleaning common areas, including stainveils, elevators, hails Checking that light bulbs and smoke detectors are working Cleaning the laundry room CORRECTIVe. MAINTENANCE Corrective maintenance shall be performed as needed to repair and restore items after problems are identified. PRF, VF, NTIVF, MAINTF, NANCE CVHC shall provide for preventive maintenance on a regular basis to keep the level of services at the property high and to reduce equipment breakdowns and service interruptions. Maintenance staff and on-site management shall make regular inspections for the repair and replacement of items before problems occur. A preventive maintenance program shall be designed which will reduce the number of emergencies by anti(xpating wear and tear of the property, buildings, and equipment. The preventive maintenance program shall address the following areas: Building Exterior · Entrances (appearance and signs) · Landscaping (extensive or minimal) · Grounds (including signs and trash containers) · Exterior paint · Roads and parking (lines, signs, and evidence of cracking) · Gutters and down spouts · Roofs (evidence of leaks) · Windows and doors (frames and hardware) · Lighting (fixtures, bulbs, switches, and timers) · Amenities (pool, tennis courts, clubhouse, playground) BuDding Interior and Unit · Office and model · Entrance/Lobby and mailboxes · Appliances (range, refrigerator, dishwasher, disposal) · Floors, walls, and ceilings (including coverings) · Doors, closets, and cabinets · Lighting and electrical ou~ets · Sinks, showers, bathtubs, and toilets · Laundry room 3. Major Equipment - Nonappllances Heating, ventilating, and air conditioning (HVAC) Security system Sprinkler system · Pool pumps · Elevators · Washers and dnyers Regular inspections and servicing shall be planned and implemented on a regular basis for each of the areas listed above. EMERGENCY MAINTR. NANCF. CVHC shall provide for immediate corrective action to remedy any emergency, breakdown, or mallunction that threatens life, health, or property. Examples include fn-'e, flood, burglary, a leaking gas line, a broken water pipe, or vandalism. Responses to emergencies shall be planned for and procedures outlined. Residents will be given emergency telephone numbers (police, fire, and manager's apartment number) and will be advised of proper emergency procedures (e.g., building evacuation procedures). LAX2:133S~4,10 -22- klagh 2~, 199~ EXHIBIT C DEFINITION OF OPERATING INCOME AND ELIGIIILE EXPENSES Pursuant to Section 5.b. of the Agreement, Agency has agreed that for a period of three (3) years following the close of escrow of CVIIC's purchase of the Property, Agency shall provide certain financial assistance to the Project. This Exhibit defines certain terms and procedures used in Section 5.b. of the Agreement. ANNUAL OffRATING BUDGET For the Initial Operating Year, CVHC shall operate the Property and expend operating income in accordance with an initial operating budget approvod by and on fie with the Agency as of the date of this Agreement, as that initial operating budget may be mended from time to time with the approval of the Agency. The initial operating budget shall show all anticipated operating income, debt service, operating expenses and mounts payable to reserves for the Property for the initial operating year. Each operating expense and debt service line item shall be reasonable and necessary in light of costs for comparable rental housing developments. Not later than sixty (60) days prior to the beginning of each Fiscal Year following the initial operating year, Borrower shall submit to the Agency a proposed annual operating budget. The proposed annual operating budget shall include a budget for the management and operation of the property. The annual operating budget shall include CVHC's estimate of operating income, operating expenses, and debt service for the upcoming Fiscal Year, and the portion of the proposed annual operating budget payable to reserves. Each operating expense and debt service line item in the proposed annual operating budget shall be reasonable and necessary in light of costs for comparable rental housing developments and in light of the prior operating budgets for the Property. AI,IX)CATION OF OPF, RATING INCONrE AND F, IIG1BI,E EXPI~,NSES CVHC or CVHC's management agent, shall prompfiy deposit all operating income in a segregated account established in CVItC's name exclusively for the Property and insured by an agency of the federal government or other comparable federal deposit insurance program. Operating income includes all Property related income to include, but not be limited to, resident lease payments, late fees, interest, vending, and collection proceeds. Withdrawals from the account shall be made only in accordance with the provisions of this Agreement, and the applicable annual operating budget and shall be disbursed, LAX2:133S94.10 -23- ~ ~, l~ applied, or reserved and set aside for payment when due, in the following priority, to the extent available: Salaries, wages, and any other compensation due and payable to agents of CVI-IC employed on or off site in connection with the maintenance, security, administration or operation of the Property, along with all withholding taxes, insurance premiums, Social Security payments, and other payroll taxes or payments required in connection with such employees; All charges incurred in the operation of the Property in connection with utilities, real estate taxes and assessments, and liability, fire and other hazard insurance; Payments of required interest, principal, impounds, fees and charges, if any on first mortgage loan; All other expenses incurred to cover operating costs, including the fee of the managing agent, and any extraordinary expenses, in accordance with the approved annual operating budget of the Property or as otherwise approved in advance; Deposits to the reserve accounts in the mounts required by the annual operating budget, including lender required debt service coverage reserves; CVItC asset management fee not to exceed $25,000 for the first three (3) years of operation. CVHC may depart from the foregoing priorities of payment (during the first three years of operation) only upon written approval of the Executive Director of the Temecula Re. development Agency or his authorized designee. EXItIBIT D ACQUISITION EXPENSES AND NECESSARY CAPITAL EXPENSES ACQUISITION EXPENSES Downpayment Operating Reserves Replacement Reserves Acquisition Expenses (CVHC) RTC Monitoring Subtotal NECESSARY CAPITAL IMPROVEMF-NTS Refrigerators Awnings Three Fenced Tot Lots Twenty-four Water Heaters Furnishings for Transitional Apartments Carpcling Sheet Vinyl Flooring Tub Enclosures/Tubs Range/Hood Electrical (General Repair, Wall Plates) Garbage Disposals Interior Doors/Jambs Light Fixtures (Interior) Window Coverings Cabinets/Countertops Toilets General Repairing/Flooding Concrete Exterior Fencing/Repair Decking Repairs Paint Exterior: Rails, Trim, Fascia Paint Interiors: Some Units Subtotal TOTAL $112,750 15,000 50,000 25,000 7:500 $210,250 $60,000 19,600 24,000 4,800 4,000 3,500 1,100 800 1,800 2,000 300 800 250 1,500 2,500 400 2,800 1,000 300 7,000 3,750 $142,800 $353,050 t. AX2:1335~4.10 -25- ~ ~, t~ EXHIBIT E LEGAL DESCRIFrION OF RIGHT OF WAY EASEMF,,NTS LAX2:133594.10 -2~- Ma~Ja26, 1996 EXHIBIT NORRIS-REPKE. INC. 33055 Vino Way Temecula. CA 92591 February 5, 1996 JN 92-03/7 Page 1 of 3 LEGAL DESCRIPTION PARCEL A fN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE, CITY OF TEMECULA. THAT PORTION OF PARCEL 1 AS SHOWN BY PARCEL MAP 8248, FILED IN BOOK 32, PAGES 16 THROUGH 18 OF PARCEL MAPS, !N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF LOT E, AS SHOWN BY SAID PARCEL MAP 8248, SAID POINTALSO BEING ON THE SOUTHWESTERLY LINE OF SAID PARCEL 1; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL 1 THE FOLLOWING COURSE: NORTH 45°30'19" WEST 22.63 FEET; THENCE LEAVING THE SOUTHWESTERLY LINE OF SAID PARCEL 1 AND TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING THREE COURSES; NORTH 89°54'16'' EAST 35.09 FEET TO THE BEG!NNING OF A CURVE CONCAVE TO THE .. NORTHWEST AND HAVING A RADIUS OF 6961.00 FEET, A RADIAL LINE FROM SAID POINT BEARS NORTH 4,4"41 '09" WEST; THENCE NORTHEASTERLY ALONG SAID CURVE 98:04 FEET THROUGH A CENTRAL ANGLE OF 0o48,25',; THENCE NORTH 44°30'26'' EAST 151.57 FEET TO THE WESTERLY LINE OF AN EASEMENT FOR ROAD AND DRAINAGE PURPOSES TO SAID COUNTY PER INSTRUMENT 116664, IN OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS LOT B THEREIN; THENCE ALONG THE WESTERLY LINES OF SAID EASEMENT THE FOLLOWING TWO COURSES: SOUTH 29°29'47'' WEST 32.98 FEET TO THE BEGINNING OF A CURVE CONCAVE TO NORTHWEST AND HAVING A RADIUS OF 100.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE 26,20 FEET THROUGH A CENTRAL ANGLE OF 15°00'39" TO THE SOUTHEASTERLY LINE OF SAID PARCEL 1; THENCE LEAVING THE WESTERLY LINES OF SAID EASEMENT AND ALONG THE SOUTHEASTERLY LINES OF SAID PARCEL 1 THE FOLLOWING TVVO COURSES. SOUTH 44~30'28'' WEST 201 52 FEET; THENCE SOUTH 89°30'04'' WEST 2121 FEET: TO THE POINT OF BEGINNING Page 2 of 3 CONTAINING: 3,263 SQUARE FEET, (0.0749 ACRES), MORE OR LESS SUBJECT TO ALL COVENANTS, CONDITIONS, RESERVATIONS. RESTRICTION, RIGHTS-OF-WAY AND EASEMENTS OF RECORD. IF ANY PARCELB IN THE STATE OF CALIFORNIA, COUNTY OF RIVERSIDE. CITY OF TEMECULA, THAT PORTtON OF PARCEL 1 AS SHOWN 8Y PARCEL MAP 8248. FILED IN BOOK 32, PAGES 16 THROUGH 18 OF PARCEL MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST NORTHERLY CORNER OF LOT D, AS SHOWN ON SAID PARCEL MAP 8248, SAID POINT ALSO BEING AN ANGLE POINT IN THE SOUTHEASTERLY LINES OF SAID PARCEL 1; THENCE ALONG THE SOUTHEASTERLY LINES OF SAID PARCEL 1 THE FOLLOWING THREE COURSES: SOUTH 2°52'44'' EAST 19.58 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 2°52'44" EAST 14.40 FEET; THENCE SOUTH 44°30'26'' WEST 85.91 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 48.00 FEET, A RADIAL LINE FROM SAID POINT BEARS SOUTH 5°49'32" WEST, SAID POINT ALSO BEING ON THE NORTHERLY CURVE OF AN EASEMENT FOR ROAD AND DRAINAGE PURPOSES TO SAID COUNTY PER INSTRUMENT 116664, IN OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS LOT B THEREIN; THENCE LEAVING THE SOUTHEASTERLY LINES OF SAID PARCEL 1 AND ALONG SAID NORTHERLY CURVE THE FOLLOWING COURSE: WESTERLY ALONG SAID CURVE 18.63 FEET THROUGH A CENTRAL ANGLE OF 22°13'56"; THENCE LEAVING SAID NORTHERLY CURVE AND TRAVERSING THE INTERIOR OF SAID PARCEL 1 THE FOLLOWING TWO COURSES: NORTH 44°30'26'' EAST 71.85 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 539.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 38.17 FEET THROUGH A CENTRAL ANGLE OF 4°03'28.' TO THE POINT OF BEGINNING. CONTAINING: 1,147 SQUARE FEET, (0.0263 ACRES), MORE OR LESS SUBJECT TO ALL COVENANTS, CONDITIONS, RESERVATIONS, RESTRICTION, RIGHTS-OF-WAY AND EASEMENTS OF RECORD, IF ANY. Page 3 of 3 A MAP ENTITLED "EXHIBIT B" IS ATTACHED HERETO AND MADE A PART HEREOF BY THfS REFERENCE. wp6\9203-4291gl EXHIBIT "B' D.O.a. W'L'r CNR.! LOT E E1 Ea,8EMENT FOR PUBLIC ROAD AND DRAINAGE PURPOSES, TO THE COUNTY OF RIVERSIDE, PER INST. 116664-, O.R. COURSE TABLES LOT D ARD~,S: PCL A = 3265 S.F. ± PCL B = 114-7 S.F. ± LINE L1 L2 L3 Ll L5 L6 L8 L9 DIRECTION 45'30'19" W 89'54' 16" E 44-'30'26" E 44-'30'26" E 02'52'44" E 44-'50'26" W 29'29'47" W 4-4'30'26" W 89'50'04" w DISTANCE 22.63' 35,09' 151.57' 71.65' t4.40' 85.91' 32.98' 201.52' 21.21' CURVE C1 C2 C3 ~IDIL'S 6961.00' 559.00' ¢8.00' 100.00' LENGTH I DELTA 98.04' I 00'!8'25'' 38.17' I 01'05'28'' 18.6Y[ 22'1Y56" 26.20'l 15'00'39" :DWN DRAWN RCN APDR, JPN DRDER ~ 2034429 ~P N, RESOLrJT!CN TRUST CORDORATiON POR. PCL. 1 PARCEL NAP 8248, 32/16-18 RIVERSIDE, CALIFDRNIA j CITY OF TEMECULA DATE 2-5-9G SCALE !' = lO0 IBY NORRIS-~EPKE iNC. '\9203\DWGXLDS,DWG ~IT B "Assignment and Assumption Agreement," by and between the Redevelopmerit Agency of the City of Temecula and Coachella Valley Housing Coalition ASSIGNMF, NT ANTI ASSUMI'TION AGREEMENT This ,~;- day of , 1996, by and Intwc~-n the P~d~vclopm~nt Al~¢ncy of the (,lily of 'l'e~necula. a public body. corlmrate and r~olitic (?he "Al]ency"). The Coachella Vul!0y Ho~ing Coa]itlon. a C.4difornia nonprofit public benefit corporation ("CVHC") and the County of Ri'va'sidc (the~ "County") with r~ference to the SoUowing facts: A. The County n~_d ~ AS~noy have entered into a gub-Ildaoipiont Agreerecur for the Use of HOME Funds dated December S, 1995 (the "HOIVI~ Al~emenr') pursuant w which the Comity alp'eed to provide to the Agency One IItmdred Fifty Tho,,na-cl Dollera ($150,000) to bc LL~T,d for certain costs and fees in colmection with the aca:luisilion and rehabilitation of one hundred Fa. fty (1S0) unit residential homing 'development to be known as Rtmcho West Apm'tm~,,t~ (the "Ptuj~;t"). B. CVI IC will acquire, own, re~tbilitate and manage the Project. C. Thc Agency wishca to align its rights and ObligatiOtkS uadex thc HONIE Agreenxent to GVHfJ and CVH{.: wishes to aslame the Ageney's rightq end ohligatinnq ,rider the HOME D. Pursuant to Section 30 of ~he HOME Aireemenk such assj_nment is permitted provided that CVHC complies with all the provisiolts of tho HOME AgrceraenL NOW, TT-r~RRFOR~., in ~onsidaravjon of the foreIzoln6, of ~e mutu~ pro~ of ~ pm'~ h~ ~d fur u~ M~ ~d v~blc ~zmidc~uu fl~ m~ipt ~d s~i~cy of which are h~hy ~owle~ the p~i~ mumlly ~ ~ f. llow~: 0~/02/96 17:~0 '~*(15 781 6967 GUB) & BARSIIAy ~003 1. Assl~ bv Agencv. The Agency hereby assigns to (:Vl IC, all nf' ~t~ H~hts and obligaiiong undo. the HOME AIp'eem~mt. 2. Af~,~lf,~of Assignment a~d A.qsumptiQn o£ Oblismtion% ~VH(..: accepts the above asdOnment end hereby usmnes, agrees and undorta~s to perform all of the vbliial/uu~, cuv~mmL~ mid ~tn~m~ml~ of Lhe Agency under the HOIVI~ Agrecmen~ and CVHC further ~ and ceven~ts that jt ihall comply with all of the ~ovisiong of the AgreemenL Ally reference to ~hc Agency hi die HOTV~. AgrI~IUCaIXl, db-~ribed ubov~ ~utll deemed n reft-rene~ to CV~C.. 3. l~.clcase of Aacncv. CVIIC hereby relca.~_s the Agency fTom al! obiigntlons under ttte HUMI~ ARrcernent, and a~rees to aletend, Indemmty and hold Agency harmle.~ from CV1LIC acdon8 or ~-nctions hi cxefci.~ug its rights or certying out the olhiga~i~ns ix h~.~' assumed under the HOIV~ Agreement. 4, Repre~ntA~ons, The ARenoy hereby feJ~*ese~ts and waiTants thai it has not previously usiRncd, piedRed, hypoxhccatcd or othcrwisc u'snsferred any of tt~ fights under the IIOMIZ A~reement. 5. ~e~5,1fit];~12~. The assi_rn~ut set forth above shall bc cffcctivc as of T. hc ciazc of the I-lOMB A~eement. Consent of Co,n~y. The Cotutty hereby consents to the a.s~;igumc,i. ,1' Lhc Ag~ncy'.~ riRhL~ and (~hliRaL,'ms under Lhe HOMh; AgreemenL ~ (:VII(: 311d the a.~.~llrnI1rinn hy CVI-IC of all o~ Agcn~y's rights and obligations under the I-IOlVI'E Agreement, and the Coutny hereby releases Agency from Agedcy's obligations under the HOM_PZ agreement. C~HC: TI-~ COACRBLLA VALLEY HOUSING COALITION, a C~li~hrni...npmht public benefit corVomrj, on By. Its: AGENCY: REDEVELOPMENT AGENCY OF THE CITY TEMECLHoA, a rn.xbli~ body. ,-orporl/z r~litic COUNTY: COUNTY OF P, XVEP, SIDE By; RI~-~OLUTION NO. RDA 9~- A RESOLUTION OF ~ IH~,DEVELOPMI~NT AGENCY OF ~ CITY OF TF_.MECULA DESIGNATING TIlE SUM OF $150,000 FROM THE AGENCY~S LOW AND MODERATE INCOME HOUSING FUND AS THE MATCHING FUNDS FOR T~E~ HOME PROGRAM GRANT FOR THE RANCHO WEST APARTM~-NTS PROJECT ~ RRDEVELO PMENT AGENCY OF THE CITY OF T'EMECULA DOES RESOLVE AS FOLLOWS: that: Section 1. The Redevelopment Agency does hereby fred, determine and declare a. The Agency is a party to that certain purchase and sale agreement dated September 28, 1996 with Resolution Trust Corporation in its capacity as Receiver for Gibraltar Savings, F.A. (the "Purchase Agreement") for the purchase of certain real property in the City of Temecula generally known as the "Rancho West Apartments* located at 4220 Main Street (the "Property"). The development of the Rancho West Apartments as affordable housing shall also be referred to as the "Project." b. Agency has agreed to assign its rights and obligations in the Purchase Agreement to CVHC and to assist CVHC in the purchase and operation of the Rancho West Apartments in exchange for CVHC's commitment to operate the Rancho West Apartments as a 100% affordable housing project for a period of 30 years from the date of conveyance of the Property to CVHC. The assignment is set forth in that certain document en~~ed "Amendment No. 1 and Assignment and Assumption of Purchase and Sale Agreement and Joint Escrow Instructions" by and between the RTC, Agency and CVHC dated September 28, 1996. c. Agency is required by California Health and Safety Cede Section 33334.2, et ,E~I., to expend a certain percentage of property taxes allocated to it for the purpose of increasing, improving, and preserving the City of Temocula's supply of low- and moderate-income housing available at affordable housing costs. d. Completion of the Project will assist the Agency in fulfilling its obligation to increase, improve and preserve low and moderate income housing within the City of Temecula. The Project is consistent with the terms and requirements of Temecula Redevelopmerit Project No. 1 -- 1988 and the Implementation Plan for the Project adopted by the Agency. e. The Project will be financed with (1) Multifamily Rental Housing Bonds, 1996 Series A, issued by the Agency, (2) a HOME Program grant from the County of Riverside, and (3) a contribution of low and moderate income housing funds from the Agency. Section 2. The Board of Directors of the Redevelopment Agency of the City of Temecula hereby designates and commits the sum of $150,000 from the Agency's low and moderate income housing fund to be paid by the Agency, along with additional low and moderate income housing funds, to Coachella Valley Housing Coalition for development and operation of the Project pursuant to that certain agreement enti~ed *Regulatory Agreement Providing for Affordable Housing By and Between the Redevelopment Agency of the City of Temecula and Coachella Valley Housing Coalition,' dated as of April 9, 1996, as the matching funds to the HOME grant which the Agency is required to provide the Project pursuant to the HOME Program regulations. Section 3. The Secretary shall certify the adoption of this Resolution. PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of Temecula on April 9, 1996. ATfEST: PATRICIA BIRDSALL Chairperson JUNE S. GREEK Secretary [SEALI STATE OF CALIFORNIA COUNTY OF RIVERSIDE CITY OF TEMECULA S8 I, June S. Greek, Secretary of the Re. development Agency of the City of Temecula, do hereby certify that the Resolution No. 96- was duly and regularly adopted by the Re. development Agency of the City of Temecula at a regular meeting thereof, held on ,1996, by the following vote, to wit: A YES: NOES: ABSENT: ABSTAIN: AGENCY EMBERS: AGENCY MEMBERS: AGENCY MEMBERS: AGENCY MEMBERS: IUNE S. GR~-~K Secretary LAX2: 149784.2 Ma~ch 36, 1996 '3- APPROVAL CITY ATTORNEY TEMECULA REDEVELOPMENT AGENCY AGENDA REPORT TO: FROM: DATE: SUBJECT: Redevelopment Agency Members Ronald E. Bradley, Executive Director April 9, 1996 Rancho West Apartments Proposed Tax-Exempt Financing PREPARED BY: Genie Roberts, Director of Finance RECOMMENDATION: That the Redevelopment Agency adopt a Resolution entitled: RESOLUTION NO. RDA 96~ A RESOLUTION OF THE REDEVEI.OPMENT AGENCY OF THE CITY OF TEMECULA AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULTIFAMILY HOUSING REVENUE BONDS AND THE LOAN OF THE PROCEEDS THEREOF TO THE COACHELLA VALLEY HOUSING COALITION, AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH BACKGROUND: On February 13, 1996, the Redevelopment Agency adopted a resolution indicating its intention to issue bonds in order to finance the acquisition and rehabilitation of the Rancho West Apartments by the Coachella Valley Housing Coalition ("CVHC"). The City Council has held a duly noticed public hearing on the issuance of the bends by the Redevelopment Agency. The Redevelopment Agency is now being requested to adopt a resolution authorizing the issuance of the bonds and approving and authorizing the execution and delivery by the Redevelopment Agency of the documents necessary to complete the issuance and sale of the bonds. The bonds are to be purchased by an affiliate of Bank of America. The tax-exempt financing mechanism represented by the bonds has been used by many redevelopment agencies in California as a means of assisting nonprofit corporations such as CVHC to develop housing to fulfill redevelopment agency affordable housing requirements. The proposed bond issue is a mortgage revenue bond secured solely by the real estate and repaid by rental income. The Redevelopment Agency is the issuer of the bond, but will have no responsibility to secure the credit or repay the bonded indebtedness. The Redevelopment Agency will act solely as the conduit between the purchasers and owners of the bonds and CVHC in order to provide this R:tNORTONLL4GENDASICVHCRESO.AGN 03/18/96 qualified affordable housing project with a tax-exempt interest rate mortgage. All issuance costs, including Bond Counsel fees, will be paid from the proceeds of the bonds or otherwise by CVHC from acquisition funds previously authorized for this project. The primary documents for the bond issue to be approved by the Redevelopment Agency include: 1) an Indenture of Trust, which is between the Redevelopment Agency and the trustee for the bondowners, and specifies the terms of the bonds and related matters, and which specifically states that the Redevelopment Agency is not liable for the repayment of the bonds except from the housing project revenues specifically pledged therefore, 2) a Loan Agreement and related Supplemental Agreement, among the Redevelopment Agency, CVHC, the bond trustee and, in the case of the Supplemental Agreement, the owner of the bonds, which provides the terms of the loan of the bond proceeds to CVHC and which contains indemnities by CVHC in respect of costs incurred by the Redevelopment Agency related to the housing project, and 3) a Regulatory Agreement and Declaration of Restrictive Covenants, which specifies the low and moderate income housing restrictions that will be imposed on the housing project under State and Federal law as a consequence of the issuance of the bonds. Subject to the completion of negotiations between the purchaser of the bonds and CVHC, it is expected that the bonds will be sold and issued shortly after March 26th. FISCAL IMPACT: None Attachments: Resolution Authorizing Issuance of Bonds Indenture of Trust Loan Agreement Regulatory Agreement and Declaration of Restrictive Covenants Supplemental Agreement R:INORTONLII~GENDIIS~CVHCRESO.4GN 03/18/96 RESOLUTION NO. RDA 96- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECUIA AUTHORIZING THE ISSUANCE, SALE AND DFJ,IVERY OF MULTIFAMH,Y HOUSING REVENUE BONDS AND THE LOAN OF ~ PROC~I~S TI-W~REOF TO THE COACHELLA VALLEY HOUSING COALITION, AUTHORIzING THE EXECUTION AND DELIVERY OF DOCU1VIENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WltEREAS, the Redevelopment Agency of the City of Temecula (the "Agency") is authorized by Chapter 7.5 of Part 1 of Division 24 of the Health and Safety Code of the State of California, as aretraded (the 'Act"), to issue and sell revenue bonds for the purpose of providing loans to non-profit organizations for housing purposes specified in the Act; and WttEREAS, Coachella Valley Housing Coalition, a California non-profit public benefit corporation ("the Borrower") has requested that the Agency issue and sell revenue bonds (the "Bonds") under the Act for the purpose of making a loan to the Borrower to enable the Borrower to acquire and rehabilitate a 150-unit multifamily housing development known as Rancho West Apartments located in the City of Temecula (the "Development"); and WHEREAS, a portion of the housing units in the Development will be rented to persons and families of very low income as required by the Act and the Internal Revenue Code of 1986, as amended (the "Code"); and WHERF, AS, a notice of a public hearing with respect to the proposed issuance of the Bond has been published; and WHEREAS, said public hearing has been held before the City Council of the City of Temecula, and an opportunity was provided for interested parties to present arguments for and against the issuance of the Bonds, and subsequent to said hearing the City Council adopted a resolution approving the issuance of the Bonds; and WHEREAS, the Agency hereby finds and declares that this resolution is being adopted pursuant to the powers granted by the Act; and WtP/ltFAS, 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 Governing Board of the Redevelopment Agency of the City of Temecula as follows: Section 1. The Agency hereby finds and declares that the above recitals are true and correct. consultation with Bond Counsel and the Agency's financial advisor, including such additions or changes as are necessary or advisable in accordance with Section 7 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery by the Agency of the Regulatory Agreement. Section 6. The Bonds, when execumd, shall be delivered to the Trustee for authcntication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee' s Certificate of Authentication appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the purchaser of the Bonds in accordance with written instructions executed on behalf of the Agency by one of the Designated Officers, which instructions such instructions such such officers are, and each of them is, hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the purchaser of the Bonds upon payment of the purchase price therefor. Section 7. All actions heretofore taken by the officers and agents of the Agency with respect to the sale and issuance of the Bonds are hereby appwved, confirmed and ratified, and the proper officers of the Agency, including the Designated Officers, the Treasurer and the Secretary, are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution and in order to complete the financing contemplated by the Bonds, including but not limited to those certificates, agreements and other documents described in the Indenture, the Loan Agreement, and the Regulatory Agreement and any deeds, notes, certificates, assignments, agreements or documents as may be necessary to further the purpose hereof or provide additional security for the Bonds or the loan to the Borrower, but which shall not create any obligation or liability of the Agency other than with respect to the revenues and assets derived from the proceeds of the Bonds. Section 8. This resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOFrED, by the Governing Board of the Redevelopment Agency of the City of Temecula at a regular meeting held on the th day of ,1996. ATTEST: Patricia H. Birdsall, Chairperson June S. Greek, Agency Secretary/City Clerk STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, June S. Greek, City Clerk of the City of Temeeula, HEREBY DO CERTIFY that the foregoing Resolution No. RDA 96-_ was duly adopted at a regular meeting of the Governing Board of the Redevelopment Agency of the City of Temeeula on the th day of , 1996, by the following roll call vote: AYES: NOES:: ABSENT: ABSTAINED: AGENCY MEMBERS: AGENCY MEMBERS: AGENCY MEMBERS: AGENCY MEMBERS: June S. Greek, City Clerk, CMC 30050-0I JHHW:PTT:~a 03/05/96 J2086 03/19/96 INDENTURE OF TRUST by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and FIRST TRUST OF CAUFORNIA, NATIONAL ASSOCIATION, as Trustee Dated as of March 1, 1996 Relating to: $ Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments) TABLE OF CONTENTS Section 1.01. Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07. Section 6.08. ARTICLE I DEFINITIONS AND GENERAL PROVISIONS Definitions .................................................................................................................3 ARTICLE II THE BONDS Authorization and Terms of the Bonds ....................................................................... 13 Determination of Interest Rate on the Bonds .............................................................. 14 Form of Bonds ..........................................................................................................15 Execution of Bonds ....................................................................................................15 Transfer and Exchange of Bonds ................................................................................15 Bond Register ...........................................................................................................16 Temporar)' Bonds .....................................................................................................16 Bonds Mutilated, Lost, Destroyed or Stolen ................................................................ 17 ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS Authentication and Delivery of the Bonds ................................................................. 18 Application of Proceeds of Bonds; Borrower Contribution ........................................... 18 Program Fund ..........................................................................................................18 Cost of Issuance Fund ...............................................................................................19 ARTICLE IV REDEMPTION OF BONDS Circumstances of Redemption ...................................................................................20 Selection of Bonds for Redemption .............................................................................21 Notice of Redemption ...............................................................................................21 Partial Redemption of Bonds .....................................................................................21 Effect of Redemption .................................................................................................21 ARTICLE V REVENUES Pledge of Revenues ..................................................................................................23 Bond Fund ...............................................................................................................23 Investment of Moneys ...............................................................................................23 Assignment to Trustee; Enforcement of Obligations ................................................... 24 ARTICLE VI COVENANTS OF THE ISSUER Payment of Principal and Interest ..............................................................................25 Paying Agent ...........................................................................................................25 Preservation of Revenues; Amendment of Documents ............................................... 25 Compliance with Indenture .......................................................................................25 Further Assurances ...................................................................................................25 No Arbitrage ............................................................................................................26 Limitation of Expenditure of Proceeds ........................................................................ 26 Rebate of Excess Investment Earnings to United States ............................................... 26 Section 6.09. Section 6.10. Section 6.11. Section 6.12. Section 6.13. Section 6.14. Section 7.01. Section 7.02. Section 7.03. Section 7.04. Section 7.05. Section 7.06. Section 7.07. Section 7.08. Section 7.09. Section 7.10. Section 7.11. Section 7.12. Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 8.08. Section 8.09. Section 8.10. Section 8.11. Section 8.12. Section 9.01. Section 9.02. Section 9.03. Section 9.04. Section 9.05. Section 10.01. Section 10.02. Section 10.03. Section 10.04. Limitation on Issuance Costs ......................................................................................26 Federal Guarantee Prohibition ..................................................................................26 Prohibited Facilities ..................................................................................................26 Use Covenant ...........................................................................................................27 Small lssuer Exemption from Bank Nondeductibility Restriction .................................27 Immunities and Limitations of Responsibility of Issuer ...............................................27 ARTICLE VII DEFAULT Events of Default; Acceleration; Waiver of Default .....................................................28 Institution of Legal Proceedings by Trustee ................................................................29 Application of Moneys Collected by Trustee ..............................................................29 Effect of Delay or Omission to Pursue Remedy ..........................................................30 Remedies Cumulative ..............................................................................................30 Covenant to Pay Bonds in Event of Default ................................................................30 Trustee Appointed Agent for Bondholders .................................................................30 Power of Trustee t~ Control Proceedings ....................................................................30 Limitation on Bondholders' Right to Sue ....................................................................31 Limitation of Liability to Revenues ............................................................................31 Notice of Default .......................................................................................................31 Control by Bondowner ..............................................................................................31 ARTICLE VIII THE TRUSTEE AND AGENTS Duties, Immunities and Liabilities of Trustee .............................................................33 Right of Trustee to Rely Upon Documents, Etc ...........................................................35 Trustee Not Responsible for Recitals ..........................................................................35 intervention by Trustee ............................................................................................36 Moneys Received by Trustee to be Held in Trust .......................................................36 Compensation and Indemnification of Trustee and Agents .........................................36 Qualifications of Trustee ............................................................................................36 Resignation and Removal of Trustee and Appointment of Successor Trustee ............... 37 Acceptance of Trust by Successor Trustee ...................................................................37 Merger or Consolidation of Trustee ............................................................................38 Accounting Records and Reports ...............................................................................38 Dealing in Bonds ......................................................................................................38 ARTICLE IX MODIFICATION OF INDENTURE Modification of Indenture - Specific Events ................................................................39 Modification of Indenture - General ..........................................................................39 Effect of Supplemental Indenture ...............................................................................40 Opinion of Counsel as to Supplemental Indenture ......................................................40 Notation of Modification on Bonds .............................................................................40 ARTICLE X DEFEASANCE Discharge of Indenture .............................................................................................41 Discharge of Liability on Bonds .................................................................................41 Payment of Bonds after Discharge of Indenture ..........................................................41 Deposit of Money or Securities with Trustee ...............................................................42 Section 11.01. Section 11.02. Section 11.03. Section 11.04. Section 11.05. Section 11.06. Section 11.07. Section 11.08. Section 11.09. Section 11.10. Section 11.11. Section 11.12. Section 11.13. EXHIBIT A EXHIBIT B EXHIBIT C ARTICLE XI MISCELLANEOUS Successors of Issuer ...................................................................................................43 Limitation of Rights to Parties and Bondholders ......................................................... 43 Waiver of Notice .......................................................................................................43 Destruction of Bonds .................................................................................................43 Separability of Invalid Provisions ..............................................................................43 Notices .....................................................................................................................43 Authorized Representatives ......................................................................................44 Evidence of Rights of Bondholders ............................................................................ 44 Waiver of Personal Liability ......................................................................................45 Holidays ..................................................................................................................45 Execution in Several Counterparts .............................................................................45 Governing Law ........................................................................................................45 Arbitration ...............................................................................................................45 FORM OF BOND FORM OF INVESTOR LETTER MONTHLY PRINCIPAL AMORTIZATION TABLE 4ii- INDENTURE OF TRUST THIS INDENTURE OF TRUST, dated as of March 1, 1996, by and between the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, duly organized and existing under the laws of the State of California (herein called the "lssuer"), and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, and being qualified to accept and administer the trusts hereby created (herein called the "Frustee"), WITNESSETH: WHEREAS, the Issuer has determined to engage in a program of financing the acquisition of multifamily rental housing by means of making loans to nonprofit organizations pursuant to Chapter 7.5, commencing with Section 33740, of Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Act"), and has determined to borrow money for such purpose by the issuance of revenue bonds as authorized by the Act; and WHEREAS, all conditions, things and acts required by the Act, and by all other laws of the State of California, to exist, have happened and have been performed precedent to and in connection with the issuance of the Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments) (the "Bonds") exist, have happened, and have been performed in due time, form and manner as required by law, and the Issuer is now duly authorized and empowered, pursuant to each and every requirement of law, to issue the Bonds for the purpose, in the manner and upon the terms herein provided; and WHEREAS, the Issuer has duly entered into a loan agreement (the "Agreement" or the "Loan Agreement") with the Trustee and The Coachella Valley Housing Coalition, a California nonprofit public benefit corporation (the "Borrower"), and a Supplemental Agreement (the "Supplemental Agreement") among the Issuer, the Trustee, the Borrower and the initial owner of the Bonds, specifying the terms and conditions of the lending of the proceeds of the Bonds (the "Loan") to the Borrower for the financing of the multifamily rental housing development known as Rancho West Apartments located in the City of Temecula (the "Project"); and WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest and premium, ff any, thereon, the Issuer has authorized the execution and delivery of this Indenture; and WHEREAS, all acts and proceedings required by law necessary to make the Bonds, when executed by the Issuer, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligations of the Issuer, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with its terms, have been done and taken; and the execution and delivery of this Indenture have been in all respects duly authorized. NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of, and the interest and premium, if any, on, all Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and for and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the owners thereof, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective registered owners from time to time of the Bonds, as follows: 2 ARTICLE I DEFINITIONS AND GENERAL PROVISIONS Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall, for all purposes of this Indenture and of the Loan Agreement and of any indenture supplemental hereto or agreement supplemental thereto, have the meanings herein specified, as follows: The term "Ace' shall mean Chapter 7.5, commencing with Section 33740, of Part I of Division 24 of the Health and Safety Code of the State of California. The term "Act of Bankruptcy" shall mean the filing of a petition in bankruptcy (or other commencement by the Borrower of a bankruptcy or similar proceeding) by or against the Borrower under any applicable bankruptcy, insolvency or similar law as now or hereafter in effect; provided that any filing of a petition against the Borrower (or other involuntary commencement of a bankruptcy or similar proceeding) shall not constitute an Act of Bankruptcy if a court of competent jurisdiction dismisses such petition (or such proceeding) within sixty (60) days of the filing thereof. The term "Agreement" or "Loan Agreemenf' shall mean the Loan Agreement, of even date herewith, among the Issuer, the Borrower and the Trustee as originally executed, and as supplemented by the Supplemental Agreement so long as such Supplemental Agreement is in effect, or as it may from time to time be further supplemented or amended. The term "Annual Debt Service" shall mean the scheduled amount of interest and amortization of principal payable on the Bonds during any annual period of computation, excluding amounts scheduled during such annual period which relate to the principal that has been retired before the beginning of such period. The term "Authorized Amount" shall mean the authorized principal amount of the Bonds. Million Dollars ($ The term "Authorized Borrower Representative" shall mean any person who at the time and from time to time may be designated as such, by written certificate furnished to the Issuer and the Trustee containing the specimen signature of such person and signed on behalf of the Borrower by a duly authorized representative of the Borrower, which certificate may designate an alternate or alternates. The term "Authorized Denominations" shah mean $1,000 or any integral multiple of $500 in excess thereof. The term "Authorized Issuer Representative" shall mean the Executive Director, the Treasurer or the Secretary of the lssuer, or any other person designated to act in such capacity by a Certificate of the Issuer containing the specimen signature of any of such persons, which certificate may designate an alternate or alternates. The term "Bank Affiliate" means Bank of America, FSB, a Federal Savings Bank, and any affiliate, subsidiary or holding company thereof, or entity under common control or ownership therewith. 3 The term "Bank Qualified" means that the Bonds are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Code such that in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Code), a deduction for federal income tax purposes is allowed for 80 percent of that portion of such financial institution's interest expense allocable to interest payable on the Bonds. The term "Bond CounseP' shall mean any attorney at law or firm of attorneys selected by the Issuer and acceptable to the Trustee, of nationally recognized standing in matters pertaining to the federal tax status of interest on bonds issued by states and political subdivisions, and duly admired to practice law in California and before the highest court of any state of the United States of America, but shall not include counsel for the Borrower or any Bondowner. The term "Bond Fund" shall mean the fund established pursuant to Section 5.02 hereof. The term "Bonds" shall mean the Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments), issued and outstanding hereunder. The term "Bond Year" means the one-year period beginning on April 2 in each year and ending on the day prior to April 2 in the following year, except that the first Bond Year shall begin on the Closing Date and end on April 1, 1997. The term "Borrower" shall mean (i) The Coachella Valley Housing Coalition, a California nonprofit public benefit corporation, and (ii) subject to the provisions of Section 5.02 of the Agreement, its successors and assigns. The term "Business Day" shall mean any day other than a Saturday, Sunday, legal holiday, or day on which banking institutions in the State of California are authorized or obligated by law or executive order to close. The term "Certificate of the Issuer" shall mean a certificate of the Issuer signed by an Authorized Issuer Representative. The term "Certified Resolution" shall mean a copy of a resolution of the Issuer certified by the Secretary of the Issuer, or by any Assistant thereof, to have been duly adopted by the Governing Board of the Issuer and to be in full force and effect on the date of such certification. The term "CIP" means the Federal Home Loan Bank Community Investment Program. The term "Closing Date" shall mean March __, 1996 the date of initial issuance and delivery of the Bonds. The term "Code" shall mean the Internal Revenue Code of 1986, as amended, and the Regulations thereunder, or any successor to the Internal Revenue Code of 1986, as amended. The term "Completion Date" shall mean the date of completion of the rehabilitation of the Project, as certified to the Trustee, the Majority Owner and the Agency by the Borrower. The term "Continuing Disclosure Certificate" shall mean that certain Continuing Disclosure Certificate executed by the Borrower, dated the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. The term "Cost of Issuance Fund" shall mean the fund established pursuant to Section 3.04. 4 The term "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 that has been retired before the beginning of such period. The term "Deed of Trust" shall mean (A) collectively, (i) the Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing (California), dated as of March 1, 1996 by the Borrower for the benefit of the Trustee, and (ii) the Security Agreement, dated as of March 1, 1996 of between the Borrower and the Trustee, as such documents may be originally executed or as from time to time amended or supplemented; and (B) any other deed of trust securing the obligations of the Borrower under the Loan Agreement, as such deed of trust may be originally executed or as from time to time supplemented and amended, together with any assignment of leases and rents or other security instrument related thereto. The term "Event of Default" as used herein shall have the meaning specffied in Section 7.01 hereof. The term "Event of Taxability" has the meaning ascribed to such term in Section 4.1 U. of the Supplemental Agreement. The term "Excess Interest Amount" shall have the meaning given such term in Section 2.02(c)(ii). The term "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) ff 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, (ill) 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. The term "Funding Requisition" shall mean the requisition form requesting disbursement of moneys from the Program Fund in the form attached to the Loan Agreement as Exhibit B. The term "Gross Proceeds" means the amounts described in Section 1.148-1(b) of the Regulations. The term "Gross Revenues" shall mean all receipts, revenues, income and other moneys received by or on behal~ of the Borrower and derived from the ownership or operation of the Project, including insurance and condemnation proceeds with respect to the Project or any portion thereof, and all rights to receive the same, whether in the form of accounts, accounts receivable, contract rights or other rights, and the proceeds of such rights, and whether now owned or held or hereafter coming into existence. Notwithstanding the foregoing, Gross Revenues shall not include tenant security deposits deposited to an impound account or accounts until such time as such deposits may be lawfully applied by the Borrower to the payment of costs of the Project. The term "holder" or "Bondholder" or "owner" or "Bondowner" shall mean the person in whose name any Bond is registered. The term "Indebtedness" shall mean all indebtedness of the Borrower for borrowed moneys or which has been incurred or assumed in connection with the acquisition, rehabilitation or operation of the Project, and all indebtedness or financial obligations, no matter how created, secured by the Project, whether or not such indebtedness is assumed by the Borrower. Notwithstanding the foregoing, Indebtedness shall not include (i) any requirement to pay principal of, premium, if any, or interest on any obligation to the extent that Irrevocable Deposits sufficient to pay such principal of, premium, ff any, or interest have been made, or (ii) accounts payable or other obligations of the Borrower incurred in the ordinary course of business, which obligations are not required to be capitalized in accordance with generally accepted accounting principles. The term "Indenture" shall mean this Indenture, as originally executed or as it may from time to time be supplemented, modified or amended by any supplemental indenture entered into pursuant to the provisions hereof. The term "Initial Rate" shall mean % per annum. The term "Interest Payment Date" shall mean the first Business Day of each calendar month, commencing May 1, 1996. The term "Interest Period" shall mean each monthly period commencing on the first Business Day of each calendar month and ending on the day prior to the first Business Day of the next succeeding calendar month, except the first Interest Period will commence on the Closing Date and end on April 30, 1996. The term "Investment Property" means any security (as said term is defined in section 165(g)(2)(A) or (B) of the Code), obligation, annuity or investment-type property, excluding, however, obligations the interest on which is excluded from gross income under section 103 of the Code. The term "Investment Securities" shall mean the following obligations as and to the extent that such obligations are, at the time of investment, legal investments for moneys held hereunder and then proposed to be invested therein, and only to the extent that the same are acquired at Fair Market Value: (1) direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Depa, hnent of the Treasury of the United States of America or any Federal Reserve Bank) or obligations the timely payment of the principal of and interest on which are fully guaranteed by the United States of America, including instruments evidencing an ownership in obligations described in this clause (1), such as CATs, TIGRs, Treasury Receipts and Stripped Treasury Coupons; (2) obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by Government National Mortgage Association; (3) repurchase agreement represented by written agreement in commercially reasonable form (i) with any corporation or other entity that falls under the jurisdiction of the Bankruptcy code provided that (a) the term of such repurchase agreement is less than one year or due on demand, (b) the Trustee or third-party acting solely as agent for the Trustee has possession of the collateral, (c) the market value (marked to market weekly) of the collateral is maintained at an amount equal to at least one hundred two percent (102%) of the amount of cash transferred by the Trustee to the dealer bank or securities firm under the repurchase agreement plus interest, (d) failure to maintain the requisite collateral levels will require the Truslee to liquidate the collateral immediately, (e) the repurchase securities are either obligations of, or fully guaranteed as to principal and interest by, the United States of America, and the repurchase secLLrities are free and clear of any third-party lien or claim; and (ii) with financial institutions including the Trustee and its affiliates insured by the Federal Deposit Insurance Corporation or any broker-dealer with "Retail customers" which falls under the jurisdiction of the Securities Investors Protection Corporation ("SIPC") provided that (a) the requirements specified in clause (i) (b), (c), (d) and (e) are met, (b) the Trustee has perfected a first priority security interest in the collateral and (c) the collateral is free and clear of third-party liens and, in the case of a SIPC broker, was not acquired pursuant to a repurchase agreement or reverse repurchase agreement; (4) negotiable certificates of deposit or bankers acceptances with a maximum term of one year and a maximum aggregate principal amount of $100,000 (not to exceed one (1) per institution) of any bank or trust company (including the Trustee and its affiliates) which has unsecured, uninsured and unguaranteed obligations rated in the highest short-term rating category maintained by a Rating Agency; (5) obligations the interest on which is excluded from gross income for federal income tax purposes pursuant to the Code for which a Rating Agency maintains a rating at least, at the time of investment, equal to the highest short term rating category maintained by such Rating Agency; (6) receipts representing a direct interest in Investment Securities described in clause (1) or (2) of this definition; (7) commercial paper rated, at the time of investment, in the highest rating category maintained by a Rating Agency and issued by corporations organized and operating within the United States; (8) collateralized investment agreements or other collateralized contractual arrangements with corporations, financial institutions or national associations within the United States fully secured by collateral security described in clause (1) or (2) of this definition and rated, at the time of investment, in one of the two highest rating categories maintained by a Rating Agency; (9) shares in money market sweep accounts of the Trustee and its affiliates, invested solely in Investment Securities described in clause (1) hereof or repurchase agreements collateralized with Investment Securities described in clause (1); and (10) any other investment approved in writing by the owners of a majority in principal amount of the Bonds then Outstanding. The term "Investor Letter" has the meaning given such term in Section 2.05(b) hereof. The term "Irrevocable Deposit" shall mean the irrevocable deposit in escrow of cash or Investment Securities defined in subsection (1) of the definition thereof, in an amount and under terms sufficient to pay all or a specified portion of the principal of, premium, if any, and the interest on, as the same will become due, any Indebtedness which would otherwise be considered outstanding. The escrow agent shah have possession of any securities (other than book entry securities) and may be the Trustee and its affiliates or any other independent entity with trust powers authorized to act in such capacity. The term "Issuance Costs" means all costs and expenses of issuance of the Bonds, including, but not limited to: (i) counsel fees, including bond counsel, Borrower's counsel, counsel to the purchaser of the Bonds and Issuer attorney fees, as well as any other specialized counsel fees incurred in connection with the issuance of the Bonds or the Loan; (ii) the lssuer's fees and expenses incurred in connection with the issuance of the Bonds, including the fees of any financial advisor to the Issuer; (iii) Trustee's fees and expenses and Trustee's counsel fees; and (iv) publication costs associated with the financing proceedings. The term "Issuer" shall mean the Redevelopment Agency of the City of Temecula, the issuer of the Bonds hereunder, and its successors and assigns as provided in Section 11.01. The term "Late Charge" shah mean an amount equal to five percent (5%) of any payment due, which payment has not been made within five (5) days of the date such payment is due. The term "Loan" shall mean the loan made by the Issuer to the Borrower pursuant to the Agreement for the purpose of financing the Project. The term "Loan Agreement" shall mean the Agreement as defined herein. The term "Loan Documents" means, collectively, the Loan Agreement, the Note, the Deed of Trust and any other agreement executed by the Borrower in connection with the making or the repayment of the Loan or its obligations under the Loan Agreement. The term "Majority Owner" means the owner of a majority in aggregate principal amount of the Bonds then Outstanding. For purposes of this definition, the Original Purchaser and any Bank Affiliate shall be considered as one and the same entity, and Bonds owned by any Bank Affiliate shall be considered for such purpose to be owned by Bank of America, FSB, a Federal Savings Bank. Bank of America, FSB, a Federal Savings Bank, is the Original Purchaser and the initial Majority Owner. The term "Maximum Annual Debt Service" shall mean, as of any date of calculation, the highest principal and interest payment requirements on all Bonds and Indebtedness outstanding for the current or any succeeding calendar year, excluding the amount of interest on such Indebtedness payable in such period from the proceeds of such Indebtedness deposited with a trustee for such purpose and excluding such Indebtedness for the payment of which an Irrevocable Deposit has been made. In addition, i/interest on any Indebtedness is payable pursuant to a variable interest rate formula or is otherwise incapable of determination, such Indebtedness shall be assumed to bear interest at a fixed rate equal to the average of the daily interest rate on such Indebtedness during the twelve months preceding the calculation or during such time as the Indebtedness has been outstanding if less than twelve months, and if such Indebtedness is not at the time of calculation outstanding, it shah be deemed to have borne interest at a fixed rate determined in writing delivered to the Trustee by a financial consultant selected by the Borrower and acceptable to the owners of a majority in principal amount of the Outstanding Bonds. The term "Maximum Lawful Rate" means twelve percent (12%) per year (computed on the basis of a 360 day year and the actual number of days elapsed); provided, however, that the Trustee shall designate a higher rate than twelve percent (12%) per year as the Maximum Lawful Rate, if it receives: (i) a written request of a Bondowner to so increase the Maximum 8 Lawful Rate, indicating the proposed higher Maximum Lawful Rate; and (ii) an opinion of Bond Counsel to the effect that the designation of such higher Maximum Lawful Rate will not violate any provision of any law applicable to the Bonds or the Loan. The term "Net Proceeds", when used with respect to any insurance proceeds or condemnation award, shah mean the amount remaining after deducting from the gross proceeds thereof all expenses (including attorneys' fees) incurred in the collection of such proceeds or award. The term "Net Proceeds", when used with respect to the Bonds, means the proceeds of the Bonds received by or for the Issuer on the Closing Date, less Bond proceeds used to pay Issuance Costs. The term "Note" means the promissory note of the Borrower evidencing the Loan, in the form of Exhibit A to the Loan Agreement. The term "Opinion of Counsel" shall mean a written opinion of counsel, who may be counsel for the Issuer or Bond Counsel or counsel for the Trustee, and who shah be acceptable to the Trustee and the Majority Owner. The term "Original Purchaser" means Bank of America, FSB, a Federal Savings Bank, as the purchaser of the Bonds from the Issuer on the Closing Date. In addition, for purposes hereof and of the Loan Agreement at any time after the Closing Date, "Original Purchaser" shall include any Bank Affiliate which is an owner of the Bonds. The term "outstanding" or "Outstanding", when used as of any particular time with reference to Bonds, shall, subject to the provisions of Section ll.08(e), mean all Bonds theretofore authenticated and delivered by the Trustee under this Indenture except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds for the payment or redemption of which moneys or securities in the necessary amount (as provided in Section 10.04) shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds); provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to the terms of Section 2.05 or 2.07. The term "person" or "Person" shah mean an individual, a corporation, a partnership, a trust, an unincorporated organization or a government or any agency or political subdivision thereof. The term "Principal Office" shall mean the principal corporate trust office of the Trustee located at the address set forth in Section 11.06 hereof, or at such other place or places as the Trustee shah designate by notice given under said Section 11.06. The term "Program Fund" shah mean the fund established pursuant to Section 3.03. The term "Project" shah mean the multifamily rental housing development consisting of 150 residential dwelling units built in two story stucco structures on 10.6 acres and subordinate and related facilities known as Rancho West Apartments, located in the City of Temecula, including structures, buildings, fixtures or equipment, as it may at any time exist, the acquisition, rehabilitation and operation of which facilities are to be financed, in whole or in part, from the proceeds of the sale of the Bonds and any structures, buildings, fixtures or equipment acquired in substitution for, as a renewal or replacement of, or a modification or improvement to, all or any part of such facilities. The term "Project Costs" means, to the extent authorized by the Act, the Code and the Regulations, any and all costs and expenses incurred by the Borrower or the Issuer with respect to the acquisition, financing, rehabilitation, operation and/or repair of the Project, whether paid or incurred prior to or after the Closing Date, including, without limitation, costs for the acquisition of property, the cost of consultant, accounting and legal services, other expenses necessary or incident to determining the feasibility of the Project, and administrative expenses. The term "Qualified Project Costs" shall mean Project Costs, including working capital of the Borrower for use in connection with financial needs arising from the acquisition, rehabilitation and operation of the Project, but specifically excluding costs and expenses for portions of the Project to be used for activities constituting an "unrelated trade or business" of the Borrower as defined in section 513(a) of the Code; provided, however, that Issuance Costs and costs or expenses paid or incurred which were not reasonably expected to be financed or refinanced with the proceeds of the Bonds are not Qualified Project Costs. The term "Rating Agency" shall mean Standard & Poor's, a division of McGraw-Hill, Inc. a New York Corporation or its successors or assigns, and/or Moody's Investors Service or its successors or assigns. The term "Record Date" shall mean, with respect to each Interest Payment Date, the close of business on the fifteenth (15th) day of the month (whether or not a Business Day) before such Interest Payment Date. The term "Redemption Premium" means an amount, determined by the Majority Owner, equal to the sum of the following: (i) $250; plus (ii) the sum of the fees calculated separately for each month of the term of the Bonds remaining to the next to occur of the Reset Date or, if the Reset Date has already occurred, April 1, 2016, as follows: (a) subtract the Federal Home Loan Bank Consolidated Obligation Rate from the Cost of Funds Rate; (b) divide the difference of (a) by twelve (12); (c) multiply the quotient of (b) by the principal amount to be prepaid; (d) discount the products from (c) using the Federal Home Loan Bank Consolidated Obligation Rate and the term remaining for each sinking fund payment of the Bonds being prepaid; (e) add the discounted monthly differences from the amount calculated in (d); if the sum is equal to zero dollars ($0) or less, (ii) is $0; plus (iii) an amount equal to all costs and expenses the Majority Bondowner reasonably expects that the Bondowners will incur in liquidation and reinvestment of the prepaid principal of the Bonds. As used in the preceding sentence, the following terms have the following meanings: (1) Cost of Funds Rate means the fixed rate of ( %) percent per annum, as quoted by the Federal Home Loan Bank for FHLB-CIP matched maturity advances to its members. (2) Federal Home Loan Bank Consolidated Obligation Rate means the fixed interest rate per annum for obligations with essentially the same characteristics as the amount being prepaid, determined and quoted by the Federal Home Loan Bank. If the Federal Home Loan Bank Consolidated Obligation Rate is no longer available or quoted by the Federal Home Loan Bank on the date of prepayment, the Federal Home Loan Bank Consolidated Obligation Rate will be the fixed interest rate per annum, determined solely by the Majority Bondowner on the date of prepayment (i) that the Majority Bondowner could obtain by investing funds in the Money Market (if 10 the date upon which payment is due for that sinking payment installment is less than five (5) years from the date of the prepayment), or (ii) that reflects the Treasury Rate plus one quarter (0.25%) of one percentage point (if the date upon which payment is due for that sinking payment installment is more than five (5) years from the date of the prepayment), and that approximates a period of time starting on the date of the prepayment and ending on the date of Prepaid Installment was originally scheduled to be repaid (or the nearest month thereafter if a quoted rate for that term is not readily available) under the terms of this Indenture and the Bonds. The Majority Owner is under no obligation to actually reinvest any prepayments. (3) Banking Day means a day, other than a Saturday or a Sunday, on which the Majority Owner is open for business for all banking functions. (4) Money Market means one or more wholesale funding markets available to the Majority Owner, including domestic negotiable certificates of deposit, eurodollar deposits, bank deposit notes or other appropriate money market instruments selected by the Majority Owner. (5) Treasury Rate means the Asked Yield on United States Treasury Bonds or Notes, as reported in The Wall Street |ourhal. If The Wall Street lournal ceases to exist or ceases to or does not then report this yield, the Majority Owner, in its absolute discretion, will designate the use of the yield of the United States Treasury Bank or Note, as described above, in any periodic publication of general circulation the Majority Owner designates in its absolute discretion. (6) Prepaid Installment means a prepayment of the principal of the Bonds other than a regularly scheduled sinking fund payment under Section 4.01 (d) hereof. (7) FHLB-CIP Advance Index means the rate at which the Federal Home Loan Bank advances funds to its members for its Community Investment Program for a period of time that is (__) years after the Reset Date. If the FHLB-CIP Advance Index ceases to exist or is no longer available or quoted by the Federal Home Loan Bank, the Majority Owner will use the rate of a comparable source, as reported on the Reset Date, in any periodic publication of general circulation the Majority Owner designates in its absolute discretion. The term "Regulations" means the Income Tax Regulations promulgated or proposed by the Department of the Treasury pursuant to the Code from time to time or pursuant to any predecessor statute to the Code. The term "Regulatory Agreement" shall mean the Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith, by and among the Issuer, the Trustee and the Borrower, required to be executed, delivered and recorded with respect to the Project pursuant to Section 5.07 of the Loan Agreement. The term Reserve Account" shall mean the account established pursuant to Section 4.1 R. of the Supplemental Agreement. The term "Reset Date" means April 1, 2006. The term "Reset Rate" means the Federal Home Loan Bank (Seattle office) ten (10) year fixed CIP rate plus 0.3% per annum, as of April 1, 2006. In the event that such rate is not available on such date, the rate shall be an equivalent thereof selected by the Majority Owner. Notwithstanding the foregoing, in no event shall the Reset Rate exceed the Maximum Lawful Rate. The term "Revenues" shall mean all amounts pledged hereunder to the payment of principal of, premium, if any, and interest on the Bonds, consisting of the following: (i) any repayments of the Loan required or permitted to be made by the Borrower pursuant to Section 4.02(a) or 8.01 of the Loan Agreement, and (ii) any amounts obtained through the exercise of remedies provided in the Loan Agreement upon the occurrence of an event of default 11 thereunder; but such term shall not include payments to the United States, the Issuer or the Trustee pursuant to Sections 2.04, 4.02(b), 4.02(c), 4.02(d), 7.03, 9.02 and 9.03 of the Agreement or Sections 6.08 and 8.06 hereof or Sections 16 or 23 of the Regulatory Agreement. The term "State" means the State of California. The term "Supplemental Agreement" means the Supplemental Agreement of even date herewith by and among the Issuer, the Borrower, the Trustee and the Original Purchaser, as in effect on the Closing Date or thereafter amended in accordance with its terms. The term "supplemental indenture" or "indenture supplemental hereto" shah mean any indenture hereafter duly authorized and entered into between the Issuer and the Trustee in accordance with the provisions of this Indenture. The term "Trustee" shall mean First Trust of California, National Association, a national banking association organized under the laws of the United States of America, or its successor as Trustee hereunder. The terms "Written Consent", ''written Demand", ''written Direction", ''written Election", "Written Notice", "Written Order", "Written Request" and "Written Requisition" of the Issuer or the Borrower shall mean, respectively, a written consent, demand, direction, election, notice, order, request or requisition signed on behalf of the Issuer by an Authorized Issuer Representative, or on behalf of the Borrower by an Authorized Borrower Representative. .c2.Section 1.02. Rules of Construction,; (a) The singular form of any word used herein, including the terms defined in Section 1.01, shah include the plural, and vice versa, unless the context otherwise requires. The use herein of a pronoun of any gender shah include correlative words of the other genders. (b) All references herein to "Articles", "Sections" and other subdivisions hereof are to the corresponding Articles, Sections or subdivisions of this Indenture as originally executed; and the words "herein", "hereof', "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. (c) The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Indenture. 12 ARTICLE II THE BONDS Section 2.01. Authorization and Terms of the Bonds. (a) Authorization. There are hereby authorized to be issued bonds of the Issuer designated as "Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments)" in the aggregate principal amount of the Authorized Amount. No Bonds may be issued hereunder except in accordance with this Article. The maximum aggregate principal amount of Bonds which may be issued and outstanding under this Indenture shall not exceed the Authorized Amount, exclusive of Bonds executed and authenticated as provided in Section 2.08. Co) Terms of Bonds. The Bonds shall be issuable only as fully registered Bonds, without coupons, in Authorized Denominations, and shall be numbered from one upward, in the order of their authentication, with any other designation as the Trustee deems appropriate. The Bonds shall be dated the Closing Date, and shall bear interest payable on each Interest Payment Date at the rate of interest determined pursuant to Section 2.02. The Bonds shall be issued as one term bond maturing on April 1, 2016. Each Bond shall bear interest from the date to which interest has been paid on the Bonds next preceding the date of its registration, unless it is registered as of an Interest Payment f Date for which interest has been paid or after the Record Date in respect thereo, in which event it shah bear interest from such Interest Payment Date, or unless it is registered on or before the Record Date for the first Interest Payment Date, in which event it shall bear interest from its date. Any such interest not paid or duly provided for when due shall forthwith cease to be payable to the owner on the regular Record Date therefor and shah be paid to owner in whose name the Bond is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which shah be given to the owners by first<lass mail not less than ten (10) days prior to such special record date. Interest on the Bonds will be calculated on the basis of the actual number of days elapsed and upon a 360 day year. Both the principal and redemption price, including any premium, of the Bonds shah be payable by check in lawful money of the United States of America only upon presentation thereof at the Principal Office of the Trustee. Payment of the interest on any Bond shall be made in lawful money of the United States of America to the person appearing on the bond registration books of the Trustee as the registered owner thereof on the applicable Record Date, such interest to be paid by check mailed on the Interest Payment Date by first class mail, postage prepaid, to the registered owner at its address as it appears on such registration books, except that the Trustee will, at the request of any registered owner of $1,000,000 or more in aggregate principal amount of Bonds, make payments of interest on such Bonds by wire transfer to the account within the United States designated by such owner to the Trustee in writing at least fifteen (15) days before the Record Date for such payments, any such designation to remain in effect until withdrawn in writing. Notwithstanding the foregoing, so long as the Original Purchaser or any Bank Mfiliate is the owner of any of the Bonds, all payments of principal, premium, if any and interest on the Bonds registered in its name shall be made to such owner by wire transfer prior to 1:30 p.m., Pacific Standard Time, on the date payment is due, without any requirement for surrender of such Bonds to the Trustee, according to wire instructions provided by such owner at least two Business Days prior to the date of payment on the Bonds. Such wire instructions may be 13 changed by any such Bondowner by written instrument delivered to the Trustee two Business Days before the effective date of any such change. Section 2.02. Determination of Interest Rate on the Bonds. (a) General. Prior to the Reset Date, the Bonds shall bear interest at the Initial Rate, together with any additional interest and/or charges specified in subsection (c) below. On and following the Reset Date, the Bonds shall bear interest at the Reset Rate, determined as provided in subsection (d) of this Section 2.02, together with any additional charges specified in subsection (c) below. Notwithstanding the foregoing, the interest rate on the Bonds shall at no time exceed the Maximum Lawful Rate, subject to the provisions of subsection (c)(ii) of this Section 2.02. Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Initial Rate. The Initial Rate shall be in effect from the Closing Date to but not including the Reset Date. (c) Additional Interest. (i) (A) During any period from and after the date any payment is due on the Bonds under the provisions of Sections 2.01, 4.01 or 7.01 hereof, until the date such payment is made, any otherwise applicable Initial Rate described in subsection (b) above or Reset Rate described in Section (d) below for such period shall be increased by five percent (5%) per annum. (B) The Late Charge shall be added to any amotmt due and owing to the Bondowners on the Bonds which amount is not paid within five (5) days of its due date. (ii) If the amount of interest payable in respect of the Bonds for any Interest Period exceeds the amount of interest that would be payable for such Interest Period had interest for such Interest Period been calculated at the Maximum Lawful Rate, then, notwithstanding any other provision of this Section 2.02, interest on the Bonds for such Interest Period shall accrue and be paid at the Maximum Lawful Rate for such Interest Period and the interest otherwise accruing in excess of the Maximum Lawful Rate shall be payable as provided below. The amount of interest that would accrue and be payable on the Bonds for any Interest Period, as determined and increased in accordance with subsections (b) or (d), as applicable, and (c)(i) above and (c)(iii) below, but is in excess of the Maximum Lawful Rate shall, until payable as provided in this subsection 2.02(c)(ii), constitute the "Excess Interest Amount". So long as any Excess Interest Amount exists, the Bonds shall, for the current and each subsequent Interest Period (or portion thereof), bear interest at the Maximum Lawful Rate, rather than the Initial Rate or Reset Rate, as applicable and as otherwise determined and increased under subsections 2.02(b) or (d), and (c)(i) and (c)(iii), as applicable, until the date on which an amount equal to the Excess Interest Amount has been paid on the Bonds. (iii) From and after any Event of Taxability, and provided that notice of the Event of Taxability is provided by any Bondowner to the Trustee, the Issuer and the Borrower, the interest rate on the Bonds shall be increased as follows: (A) With respect to interest accruing at the Initial Rate, the interest rate shall be increased to one hundred fifty percent (150%) of the Initial Rate otherwise applicable; and (B) With respect to interest accruing at the Reset Rate, the interest rate shall be increased to one hundred fifty percent (150%) of the Reset Rate otherwise applicable. The interest rates will be increased as set forth above both prospectively and retroactively, and any interest due retroactively shall be paid immediately upon notice by any Bondowner to the Trustee, the Issuer and the Borrower of an Event of Taxability. 14 (d) Reset Rate. From and after the Reset Date, and until maturity, the Bonds will bear interest at the Reset Rate, payable on each Interest Payment Date commencing with the Interest Payment Date next following the Reset Date. The Reset Rate shall be determined by the Majority Owner on the Reset Date. The determination of the Reset Rate by the Majority Owner shah (in the absence of manifest error) be conclusive and binding on the Bondowners, the Issuer, the Borrower and the Trustee, and each shah be protected by relying on such rate. The Majority Owner shall provide notice of the Reset Rate to the Trustee, and the Trustee shah then provide notice of the Reset Rate to any Bondowners other than the Majority Owner, and to the Issuer and the Borrower. Section 2.03. Form of Bonds. The Bonds shah be in substantially the form set forth in Exhibit A hereto with necessary or appropriate variations, omissions and insertions as permitted or required by this Indenture, including any supplemental indenture. Section 2.04. Execution of Bonds. The Bonds shah be signed in the name and on behalf of the lssuer with the manual or facsimile signature of its Chairman and the manual or facsimile signature of its Secretary, under the seal of the Issuer. Such seal may be in the form of a facsimile of the Issuer's seal and may be imprinted or impressed upon the Bonds. The Bonds shall then be delivered to the Trustee for authentication by the Trustee. In case any officer who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shah have been authenticated or delivered by the Trustee or issued by the Issuer, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shah be as binding upon the Issuer as though the officers who signed the same had continued to be such officers of the Issuer. Also, any Bond may be signed on behal~ of the Issuer by such persons as on the actual date of the execution of such Bond shall be the proper officers although on the nominal date of such Bond any such person shah not have been such officer. Only such of the Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit A, executed by the Trustee, shah be valid or obligatory for any purpose or entitled to the benefits of this Indenture and such certificate of the Trustee shah be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. Section 2.05. Transfer and Exchange of Bonds. (a) Any Bond may, in accordance with the terms of this Indenture, be transferred upon the books of the Trustee, required to be kept pursuant to the provisions of Section 2.06, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Principal Office of the Trustee, accompanied by (i) a written instrument of transfer in a form acceptable to the Trustee, duly executed, and (ii) any documents required by Section 2.05(b) below. Bonds may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of Bonds of the same series of other authorized denominations. Whenever any Bond shah be surrendered for transfer or exchange, the Issuer shall execute and the Trustee shah authenticate and deliver a new Bond or Bonds of the same series, for a like aggregate principal amount. The Trustee shall require the payment by the Bondholder requesting any such transfer or exchange of any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange, and may, in connection with any exchange, collect a charge equal to a customary fee charged by the Trustee for such exchange, but any such transfer or exchange shah otherwise be made without charge to the Bondholder requesting the same. The cost of printing any Bonds and any services rendered or any expenses incurred by the Trustee in connection therewith shah be paid by the Borrower. 15 No l~ansfer or exchange shall be required to be made of any Bonds called for redemption or of any Bonds during the ten (10) days next preceding the giving of any notice of redemption. (b) Notwithstanding any provision herein to the contrary, (i) the Bonds may only be transferred in Authorized Denominations, and (ii) the following requirements must be satisfied with respect to each such transfer, other than a transfer between Bank Affiliates: (A) the proposed transferee or purchaser must be an "accredited investor", as such term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act of 1933, as amended; (B) the proposed transferee or purchaser has delivered to the Issuer and the Trustee an Investor Letter in the form attached hereto as Exhibit B (the "Investor Letter"); (C) all applicable Federal and state laws shall have been complied with in the proposed transfer or sale of the Bond, including but not limited to Rule 15c2-12 of the Securities and Exchange Commission; and (D) if the transfer is prior to the Reset Date and, following such transfer, (1) the Original Purchaser will no longer be a Bondowner and thereby administer the Supplemental Agreement, the Original Purchaser shall designate in writing to the Trustee, the Borrower and the Issuer a Bondowner, reasonably acceptable to the Issuer, who will be obligated to act as the Bond Holder under and as such term is defined in the Supplemental Agreement, and/or (2).there will no longer be a Majority Owner, the Majority Owner immediately prior to such transfer shall designate in writing to the Trustee, the Borrower and the Issuer a Bondowner who is obligated to calculate the Rese~ Rate, the Taxable Redemption Price (as provided in the Supplemental Agreement) and any Redemption Premium that may be payable on the Bonds. The Trus:~e shall be entitled to rely on the Investor Letter of the transferee or purchaser as to satisfaction of the foregoing conditions without independent investigation and shall be protected in so relying unless it has actual knowledge to the contrary. In the event that any of the matters contained in such Investor Letter shall be false in a material way, the party or parties making such certification shall be liable for all consequential damages sustained by the Trustee and the Issuer as a proximate result thereof. (c) Any purported sale or transfer of the Bonds or any portion thereof in violation of the terms of this Section shall not be effective and the purported transferor or seller shall be and remain the sole owner of the respective Bonds for all purposes of this Indenture. Section 2.06. Bond Register. The Issuer hereby appoints the Trustee as registrar and authenticating agent for the Bonds. The Trustee will keep or cause to be kept at its Principal Office or such other office it may choose sufficient books for the transfer of the Bonds, which shall at all reasonable times upon reasonable notice be open to inspection by the Issuer and the Borrower; and, upon presentation for such purpose, the Trustee as registrar shall, under such reasonable regulations as it may prescribe, transfer or cause to be transferred, on said books, Bonds as hereinbefore provided. Section 2.07. Temporary Bonds. The Bonds may be issued initially 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 Issuer and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Issuer and be 16 authenticated and registered by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Issuer issues temporary Bonds, it will execute and furnish without unreasonable delay definitive Bonds, which may be printed, lithographed or typewritten, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Trustee, and the Trustee shall authenticate and dehver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of Authorized Denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder. Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Issuer, at the expense of the holder of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bonds so mutilated. Every mutilated Bond so surrendered to the Trustee shah be canceled by it and delivered to, or upon the order of, the Issuer. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and if such evidence is reasonably satisfactory to it and indemnity reasonably satisfactory to it shah be given, the Issuer, at the expense of the holder, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and number in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond, the Trustee on behalf of the Issuer may pay the same without surrender thereof). The Issuer may require payment of a reasonable fee for each new Bond delivered under this Section and payment of the reasonable expenses which may be incurred by the Issuer and the Trustee. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Issuer whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds secured by this Indenture. 17 ARTICLE IH ISSUANCE OF BONDS; APPLICATION OF PROCEEDS Section 3.01. Authentication and Delivery of the Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute the Bonds and deliver them to the Trustee. Thereupon, and upon satisfaction of the conditions set forth in this Section, and without any further action on the part of the Issuer, the Trustee shall authenticate the Bonds in an aggregate principal amount equal to the Authorized Amount, and shall deliver them to or upon the Written Order of the Issuer hereinafter mentioned. Prior to the authentication and delivery of any of the Bonds by the Trustee, there shall have been delivered to the Trustee each of the following: (a) a Certified Resolution authorizing issuance and sale of the Bonds and execution and delivery of all related documents required to be executed and delivered by the Issuer; (b) original executed counterparts of this Indenture, the Loan Agreement, the Supplemental Agreement, the Deed of Trust and the Regulatory Agreement; and (c) a Written Order of the Issuer to the Trustee to authenticate and deliver the Bonds as directed in such Written Order, upon payment to the Trustee, for the account of the Issuer, of the sum specified therein. Section 3.02. Application of Proceeds of Bonds; Borrower Contribution. The proceeds received by the Issuer from the sale of the Bonds (being a total of $. ) shall be deposited with the Trustee, who shall forthwith set aside $. of such proceeds in the Program Fund and $ of such proceeds in the Cost of Issuance Fund, and shall transfer $ to the Original PurchaSer for deposit by the Original Purchaser in the Reserve Account. The amount of $ received by the Trustee from , on or prior to the Closing Date, shall be deposited by the Trustee as follows: $ in the Program Fund, $ in the Reserve Account, and $. in the Cost of Issuance Fund. Section 3.03. Program Fund. There is hereby created and established with the Trustee a separate trust fund which shall be designated the "Program Fund", which shall be applied only as provided in this Section. On the Closing Date, there shall be deposited in the Program Fund the amounts specified in Section 3.02. Amounts deposited or held in such fund shall be applied only as provided in this Section. (b) Other than $. which shall be sent via wire transfer on the Closing Date from the Trustee to Commonwealth Land Title Company (to pay the purchase price of the Project), no moneys shall be disbursed from the Program Fund until the Trustee shall have received confirmation from a title insurer that the Regulatory Agreement and the Deed of Trust have been recorded in the office of the County Recorder of the County of Riverside. (c) The Trustee shah make all disbursements from the Program Fund after compliance with the provisions for disbursement under Section 3.02 of the Loan Agreement and Section 3.03(d) hereof, to pay or reimburse the Borrower for Project Costs. On the Completion Date, the Trustee shall transfer all amounts then on deposit in the Program Fund to the Bond ~8 Proceeds Account of the Operating and Replacement Reserve Fund, to be used for purposes of such fund. (d) Any provision in this Indenture to the contrary notwithstanding, except in conjunction with a transfer pursuant to the last sentence of Section 3.03(c), the Trustee shall not disburse any funds from the Program Fund unless it has received a Funding Requisition executed by an Authorized Borrower Representative, and approved by the Majority Owner, representing that the full amount of such disbursement will be applied to pay or reimburse the Borrower for the payment of Project Costs and such disbursement, when added to all previous disbursements from the Program Fund, will result in not less than 97 percent of all such disbursements having been used to pay or reimburse the Borrower for Qualified Project Costs. (e) Neither the Trustee nor the Issuer shall be responsible for the application by the Borrower of monies disbursed to the Borrower in accordance with this Section 3.03. Section 3.04. Cost of Issuance Fund. There is hereby created and established with the Trustee a separate trust fund which shall be designated the "Cost of Issuance Fund", which Fund shall be applied only as provided in this Section. Any proceeds of the Bonds deposited to the Cost of Issuance Fund pursuant to Section 3.02, and any investment earnings thereon, shall be used for purposes of such fund, prior to the use of any other amounts deposited to such fund. Amounts in the Cost of Issuance Fund shall be used to pay Issuance Costs. Before each payment is made from the Cost of Issuance Fund by the Trustee, there shall be filed with the Trustee a Written Requisition of the Issuer, accompanied by copies of appropriate invoices or other evidence of amounts due, and stating with respect to each payment to be made: (i) the requisition number; (ii) the name and address of the person to whom payment is due (which may be the Issuer ff the payment is to reimburse the Issuer for amounts previously paid); (iii) the purpose for which the payment is to be made; (iv) the amount to be paid; (v) that each obligation mentioned therein has been properly incurred and is a proper charge against the Cost of Issuance Fund; and (vi) that none of the items for which payment is requested has been previously paid or reimbursed from the Cost of Issuance Fund. Any amounts remaining in the Cost of Issuance Fund on the date six (6) months after the Closing Date and not expected by the Issuer to be required to pay other costs payable from such fund shall, upon receipt of written confirmation thereof by the Issuer, be transferred by the Trustee to the Bond Fund. 19 ARTICLE IV REDEMi~I'ION OF BONDS Section 4.01. Circumstances of Redemption. The Bonds are subject to redemption upon the circumstances, on the dates and at the prices set forth as follows: (a) The Bonds shall be subject to mandatory redemption in whole or in part on the next Interest Payment Date for which notice of redemption can timely be given, at a price equal to the principal amount of Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, together with the Redemption Premium, following prepayment of the Loan in whole or in part, in an amount as nea~y equal as possible to, but not exceeding, the amount of any Net Proceeds of insurance or condemnation awards not used to repair or replace the Project. (b) The Bonds shall be subject to mandatory redemption in whole on the next date for which notice of redemption can timely be given at a price equal to the principal amount of Bonds to be redeemed plus interest accrued thereon to the date fixed for redemption, together with the Redemption Premium, upon acceleration of the Loan in whole following an Event of Default under Section 7.01 of the Loan Agreement, following the receipt by the Trustee of the written request of the owners of a majority in principal amotmt of the Bonds then Outstanding that the Bonds be so redeemed. (c) The Bonds are subject to optional redemption in whole but not in part, on the next Interest Payment Date for which notice of redemption can timely be given, on or after May 1, 1996, in the event and to the extent that the Loan is voluntarily prepaid, at a redemption price equal to the principal amount of Bonds to be redeemed, plus accrued interest to the date fixed for redemption, together with the Redemption Premium. (d) The Bonds shall be subject to mandatory redemption in part on the Interest Payment Dates occurring in the months, and in the respective principal amounts designated for such Interest Payment dates as set forth in Exhibit C hereto, at a redemption price equal to the principal thereof to be redeemed, together with accrued interest to the date of redemption, without premium. (e) The Bonds shall be subject to redemption on the first date for which notice of redemption can timely be given, following the receipt by the Trustee of written notice of the occurrence of an Event of Taxability accompanied by a written request of the Majority Owner that the Bonds be redeemed, at a redemption price equal to the Taxable Redemption Price (as defined in the Supplemental Agreement). The Trustee is hereby authorized and directed, and hereby agrees, to give notice of the call for redemption of Bonds at the times set forth in this paragraph, to fix the date for any such redemption not otherwise specified above within the periods prescribed by Section 4.03 hereof, and, if moneys are available, to redeem the Bonds so called on the date so fixed by the Trustee and set forth in such notice. Notwithstanding any other provision hereof, the Trustee shall notify the Majority Owner of any planned redemption of the Bonds pursuant to Sections 4.01(a), (b), (c) or (e), and shall only send out notice of redemption to Bondowners after the Majority Owner has provided the Trustee (with a copy to the Borrower) of the amount of any Redemption Premium or Taxable Redemption Price applicable to such redemption. The Trustee shall give such redemption notice (i) in the case of redemption pursuant to (a) or (c) above, three (3) Business Days after receipt of the amount of the Loan prepayment to be applied to 20 such redemption; (ii) in the case of redemption pursuant to (b) or (e) above, at the time required therefor pursuant to Section 4.03; and (iii) in the case of redemption pursuant to (d) above, no notice to Bondowners need be given. In the event that there is, at the time of any redemption, more than one Bondowner, any redemption premium stated as a fixed dollar amount and due on the Bonds shall be applied pro rata, based upon the principal amount of Bonds to be redeemed, to payments due on such Bonds. Section 4.02. Selection of Bonds for Redemption. When any redemption is made pursuant to any of the provisions of this Indenture and less than all of the outstanding Bonds are to be redeemed, the Trustee shall select the Bonds to be redeemed pro rata among the holders of the Bonds based upon the principal amount of Bonds owned by such holders. The Trustee shall promptly notify the Issuer and the Bondowners in writing of the amount of the Bonds selected for redemption and the amount of Bonds of each owner to be redeemed. Section 4.03. Notice of Redemption. Subject to the provisions of Section 4.01, notice of redemption shah be given by the Trustee for and on behalf of the Issuer, by first class mail, not less than three (3) Business Days nor more than ten (10) Business Days prior to the redemption date, to the registered owner of each Bond called for redemption, at its address as it appears on the registration books or at such address as it may have filed with the Trustee for that purpose, but neither failure to mail such notice to any Bondholder nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of any of the Bonds with respect to which such failure or defect shall have occurred. Each notice of redemption shall state the redemption date, the place of redemption, the source of the funds to be used for such redemption, the principal amount and, if less than all, the distinctive numbers of the Bonds to be redeemed, and shall also state that the interest on the Bonds in such notice designated for redemption (other than the unredeemed portions, f any, thereof) shall cease to accrue from and after such redemption date and that on said date there will become due and payable on each of said Bonds the principal amount thereof to be redeemed, interest accrued thereon to the redemption date and the premium, if any, thereon (such premium to be specified). Neither the Issuer nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Issuer nor the Trustee shall be liable for any inaccuracy in such numbers. Section 4.04. Partial Redemption of Bonds. Any Bond subject to redemption under the provisions of Section 4.01 may be redeemed in whole or in part, but no part of any Bond shall be redeemed in an amount less than $500, and Bonds remaining after any redemption shah be in Authorized Denominations. Upon surrender of any Bond redeemed in part only, the lssuer shall execute and the Trustee shall authenticate and deliver to the registered owner thereof, without charge to the owner thereof, a new Bond or Bonds of like series and maturity and of Authorized Denominations designated by such owner equal in aggregate principal amount to the unredeemed portion of the Bond surrendered. Notwithstanding the foregoing, Bonds to be redeemed in part under the provisions of Section 4.01(d) need not be surrendered as a condition precedent to the payment of any redemption amount specified in Section 4.01 (d). Section 4.05. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption price being held by the Trustee, the Bonds so called for redemption shall, on the redemption date designated in such notice, become due and payable at the redemption price specified in such notice, interest on the Bonds so called for redemption shall cease to accrue, said Bonds shall cease to be entitled to any lien, 21 benefit or security under this Indenture, and the holders of said Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. All Bonds fully redeemed pursuant to the provisions of this Article IV shall be destroyed by the Trustee, which shah thereupon deliver to the Issuer a certificate evidencing such destruction. 22 ARTICLE V REVENUES Section 5.01. Pledge of Revenues. All of the Revenues are hereby irrevocably pledged to the punctual payment of the principal of, premium, if any, and interest on the Bonds, subject to the provisions of this Indenture permitting the application of such Revenues for the purposes and on the terms and conditions set forth herein. The Issuer also hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the holders from time to time of the Bonds all of its right, title and interest in the Revenues, the Deed of Trust and the Loan Agreement (except for the right to receive fees, expenses and indemnification and its rights of enforcement with respect to such fees, expenses and indemnification thereunder). All Revenues shall be held in trust for the benefit of the holders from time to time of the Bonds, but shall nevertheless be disbursed, allocated and applied solely for the uses and purposes hereinafter in this Article V set forth. Neither the lssuer (or any member of the Governing Board thereof) nor any person executing the Bonds is liable personally on the Bonds or subject to any personal liability or accountability by reason of their issuance. The Bonds are limited obligations of the Issuer and are not a debt, nor a pledge of the faith and credit, of the State of California or any of its political subdivisions, and neither are they liable on the Bonds, nor are the Bonds payable out of any funds or properties other than those of the Issuer pledged for the payment thereof. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation. The issuance of the Bonds shall not directly or indirectly or contingently obligate the State of California or any political subdivision thereof to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment. Section 5.02. Bond Fund. There is hereby created and established with the Trustee a separate trust fund which shall be designated the "Bond Fund", which shall be applied only as provided in this Section. The Trustee shall deposit in the Bond Fund from time to time, upon receipt thereof (a) income received from the investment of moneys on deposit in the Bond Fund; and (b) any other Revenues, including insurance proceeds, condemnation awards and other Loan payments or prepayments received from or for the account of the Borrower. Except as provided in Section 10.03, moneys in the Bond Fund shall be used solely for the payment of the principal of and premium, if any, and interest on the Bonds as the same shall become due, whether at maturity or upon redemption or acceleration or otherwise. Section 5.03. Investment of Moneys. Except as otherwise provided in this Section, any moneys in any of the funds and accounts to be established by the Trustee pursuant to this Indenture shall be invested by the Trustee in Investment Securities selected and directed in writing by the Borrower with respect to which payments of principal thereof and interest thereon are scheduled or otherwise payable not later than the date on which it is estimated that such moneys will be required by the Trustee. In the absence of such directions, the Trustee shall invest such monies in Investment Securities described in clause (9) of the definition thereof. The Trustee shall have no liability or responsibility for any loss resulting from any investment made in accordance with this Section 5.03. 23 Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Indenture or otherwise containing Gross Proceeds of the Bonds (within the meaning of section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued at their present value (within the meaning of section 148 of the Code). Unless otherwise specified herein, any interest, profit or loss on such investment of moneys in any fund or account shall be credited or charged to the respective funds or accounts from which such investments are made. The Trustee may sell or present for redemption any obligations so purchased whenever it shall be necessary in order to provide moneys to meet any payment, and the Trustee shall not be liable or responsible for any loss resulting from such sale or redemption. The Trustee may make any and all investments permitted under this Section 5.03 through its own investment department or any affiliate and may pay said investment department reasonable, customary fees for placing such investments. The Trustee and its affiliates may act as principal, agent, sponsor or advisor with respect to any of the Investment Securities. Section 5.04. Assignment to Trustee; Enforcement of Obligations. The Issuer hereby transfers, assigns and sets over to the Trustee, for the benefit of the Bondholders, and the Trustee hereby accepts, all of the Gross Revenues, Revenues, all moneys at any time held by the Trustee in any fund hereunder and any and all rights and privileges the Issuer has under the Deed of Trust or the Agreement (except for the Issuer's right to receive payments under Sections 4.02(c) and (d), 7.03, 9.02 and 9.03 of the Agreement, and the right of the Issuer to enforce certain covenants of the Borrower relating to compliance with the Act, the Code and the maintenance of the exclusion from gross income for federal tax purposes of interest on the Bonds); and any Revenues or other amounts payable to the Trustee hereunder, under the Agreement, under the Deed of Trust which are collected or received by the Issuer shall be deemed to be held, and to have been collected or received, by the Issuer as the agent of the Trustee, and shall forthwith be paid by the Issuer to the Trustee. The Trustee also shall be entitled to take all steps, actions and proceedings reasonably necessary in its judgment (a) to enforce the terms, covenants and conditions of, and preserve and protect the priority of its interest in and under, the Agreement and the Deed of Trust, and (b) to assure compliance with all covenants, agreements and conditions on the part of the Issuer contained in this Indenture with respect to the Revenues. 24 ARTICLE VI COVENANTS OF THE ISSUER Section 6.01. Payment of Principal and Interest. The Issuer shall punctually pay, but only out of Revenues as herein provided, the principal and the interest (and premium, if any) to become due in respect of every Bond issued hereunder at the times and places and in the manner provided herein and in the Bonds, according to the true intent and meaning thereof. When and as paid in full, all Bonds shall be delivered to the Trustee and shall forthwith be destroyed. Section 6.02. Paying Agent. The paying agent hereunder shall be the Trustee. Section 6.03. Preservation of Revenues; Amendment of Documents. The Issuer shall not take any action to interfere with or impair the pledge and assignment hereunder of Revenues or the Gross Revenues and the assignment to the Trustee of rights of the Issuer under the Agreement and the Deed of Trust, or the Trustee's enforcement of any rights hereunder or thereunder, shall not take any action to impair the validity or enforceability of the Agreement or the Deed of Trust, and shall not waive any of its rights under or any other provision of or permit any amendment of the Agreement or of the Deed of Trust, without the prior written consent of the Trustee. The Trustee may give such written consent, and may itself take any such action or consent to a waiver of any provision of or an amendment or modification to or replacement of the Agreement, the Deed of Trust or any other document, instrument or agreement relating to the security for the Bonds, only if (i) such action or such waiver, amendment, modification or replacement (a) is authorized or required by the terms of this Indenture, the Agreement or the Deed of Trust, or Co) has first been approved by the written consent of the holders of at least a majority in principal amount of the Bonds then Outstanding; (ii) any such action or such waiver, amendment, modification or replacement will not have the effect of extending the time for payment or reducing the amount due and payable on the Bonds (unless consented to by the holders of at least eighty percent (80%) in principal amount of the Bonds then Outstanding, and all Bondowners are treated the same thereunder); and (iii) the Trustee shall have first obtained an opinion of Bond Counsel (at the expense of the person requesting such action, waiver, amendment, modification or replacement) to the effect that such action or such waiver, amendment, modification or replacement will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes or conformance of the Bonds and the Project with the Act or the laws of the State of California relating to the Bonds and is in accord with the terms in the Indenture and the Supplemental Agreement. Section 6.04. Compliance with Indenture. The Issuer shall not issue, or permit to be issued, any Bonds secured or payable in any manner out of Revenues in any manner other than in accordance with the provisions of this Indenture; it being understood that the Issuer reserves the right to issue obligations payable from and secured by sources other than the Revenues and the assets assigned herein. The Issuer shall not suffer or permit any default to occur under this Indenture, but shall faithfully observe and perform all the covenants, conditions and requirements hereof. So long as any Bonds are outstanding, the Issuer shall not create or suffer to be created any pledge, lien or charge of any type whatsoever upon all or any part of the Revenues, other than the lien of this Indenture. Section 6.05. Further Assurances. Whenever and so often as requested so to do by the Trustee, the Issuer shall promptly execute and deliver or cause to be executed and delivered all 25 such other and fi. trther instruments, documents or assurances, and promptly do or cause to be done all such other and further things, as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Bondholders all of the rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by this Indenture and to perfect and maintain as perfected such rights, interests, powers, benefits, privileges and advantages. Section 6.06. No Arbitrage. The Issuer shall not take, nor permit nor suffer to be taken by the Trustee or otherwise, any action with respect to the Gross Proceeds of the Bonds which ff such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of the issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code and Regulations promulgated thereunder. Section 6.07. Limitation of Expenditure of Proceeds. The Issuer shall assure that not less than 97 percent of the face amount of the Bonds, plus premium (if any) paid on the purchase of the Bonds by the Original Purchaser thereof from the Issuer, less original discount, are paid for Qualified Project Costs. Section 6.08. Rebate of Excess Investment Earnings to United States. The Issuer hereby covenants to comply with the requirement to rebate excess investment earnings to the federal government in accordance with section 148(f) of the Code, and also covenants to cause the Borrower to rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by section 148(f) of the Code. The Borrower has covenanted in Section 4.02(d) of the Loan Agreement to calculate or cause to be calculated and rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by section 148(f) of the Code. In order to provide for the administration of this Section 6.08, the Issuer may, but has no duty to, provide for the employment of independent attorneys (including Bond Counsel), accountants and consultants compensated on such reasonable basis as the Issuer may deem appropriate, and in addition to and without limitation of the provisions of Section 8.02, the Issuer and the Trustee may rely conclusively upon and shall be fully protected from all liability in relying upon the opinions, calculations, determinations, directions and advice of such attorneys, accountants and consultants employed by the Issuer hereunder. Any fees or expenses incurred by the Trustee or the Issuer (or any persons employed by them or otherwise to administer this Section 6.08) under or pursuant to this Section 6.08 shall be billed to the Borrower under Section 4.02(d) of the Loan Agreement. Section 6.09. Limitation on Issuance Costs. The Issuer shall assure that, from the proceeds of the Bonds received from the Original Purchaser on the Closing Date and investment earnings thereon, an amount not in excess of two percent (2%) of the principal of the Bonds, less original discount (if any) on the Bonds shall be used to pay for, or provide for the payment of Issuance Costs, all within the meaning of Section 147(g)(1) of the Code. Section 6.10. Federal Guarantee Prohibition. The Issuer shall take no action nor permit nor suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 6.11. Prohibited Facilities. No portion of the proceeds of the Bonds shah be used to provide any airplane, skybox or other private luxury box, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. 26 THIS EXHIBIT WIll, BE TRANSMITTED UNDER SEPARATE COVER. ARTICLE IV LOAN OF PROCEEDS; PAYMENT PROVISIONS Section 4.01. Loan of Bond Proceeds. The Issuer agrees, upon the terms and conditions in this Agreement, to make the Loan to the Borrower in an amount equal to the aggregate prindpal amount of the Bonds, for the purpose of finandng the acquisition and rehabilitation of the Project. Pursuant to said covenant and agreement, the Issuer will issue the Bonds upon the terms and conditions contained in this Agreement and the Indenture and will cause the proceeds of the Bonds to be applied by the Trustee as provided in Article III of the Indenture and Section 3.02 hereof. Section 4.02. Loan Repayment and Payment of Other Amounts. The Borrower agrees to pay to the Trustee the principal of, premium (if any) and interest on the Loan at the times, in the manner, in the amounts and at the rate of interest provided in this Agreement. (a) In consideration of the issuance of the Bonds by the Issuer and the loan of the proceeds thereof to the Borrower, the Borrower agrees that on or before 9:00 a.m. Pacific Time, on the first Business Day of each month, it shall pay to the Trustee for deposit in the Bond Fund such amounts in immediately available funds (and taking into account any amounts then on deposit in the Bond Fund), as are required for the Trustee to make timely payment of any principal and interest due on the Bonds under the provisions of the Indenture. Notwithstanding the foregoing, if the aggregate amount in the Bond Fund is for any reason insufficient or unavailable to make the next required payment of principal (or redemption price) of or interest on the Bonds then becoming due (whether by maturity, redemption or acceleration), the Borrower shall forthwith pay the amount of any such deficiency to the Trustee. Payments by the Borrower to the Trustee pursuant to this Section 4.02(a) shall be in lawful money of the United States of America and paid to the Trustee at its Principal Office in immediately available funds by 9:00 a.m. Pacific Time on the date on which such amounts are due, and shall be held, invested, disbursed and applied by the Trustee as provided in the Indenture. During any period from and after the date any payment is due on the Loan under the provisions of Sections 4.02(a), 7.02(a)(1) or 8.01 hereof, until the date such payment is made by the Borrower, any otherwise applicable interest rate on the Loan (being the Initial Rate prior to the Reset Date and the Reset Rate from and after the Reset Date) for such period shah be increased by five percent (5%) per annum, and the Late Charge shall be added to any amount so due and owing on the Loan which amount is not paid within five (5) days of its due date. (b) The Borrower agrees, within thirty (30) days after receipt of a written request therefor: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it under the Indenture and the other agreements relating to the Bonds to which the Trustee is a party; (2) except as otherwise expressly provided in the Indenture or such other agreements, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances (including reasonable counsel fees) incurred or made by the Trustee in accordance with any provision of the Indenture or other agreements to which the Trustee is a party or pursuant to which it is required to act (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; (3) to indemnify the Trustee and its officers, directors, agents and employees for, and hold it and them harmless against, any 10 Section 6.12. Use Covenant. The lssuer shall not use or knowingly permit the use of any proceeds of Bonds or any other funds of the Issuer, directly or indirectly, in any manner, and shall not take or permit to be taken any other action or actions, which would result in any of the Bonds being treated as an obligation not described in Section 145 of the Code by reason of such Bond not meeting the requirements of Section 145 of the Code. The lssuer agrees to cause the Borrower to comply with the covenant contained in the second sentence of Section 2.03(z) of the Loan Agreement. Section 6.13. Small Issuer Exemption from Bank Nondeductibility Restriction. The Issuer hereby designates the Bonds for purposes of paragraph (3) of section 265(b) of the Code and represents that not more than $10,000,000 aggregate principal amount of obligations the interest on which is exdudable (under section 103(a) of the Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in section 141 of the Code, except qualified 501(c)(3) bonds as defined in section 145 of the Code, and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation), including the Bonds, has been or will be issued by the Issuer, including all subordinate entities of the Issuer, during the calendar year 1996. Section 6.14. Immunities and Limitations of Responsibility of Issuer. The Issuer shall be entitled to the advice of counsel (who, except as othenvise provided, may be counsel for any Bondholder), and the Issuer shall be wholly protected as to action taken or omitted in good faith in reliance on such advice. The Issuer may rely conclusively on any communication or other document furnished to it hereunder and reasonably believed by it to be genuine. The Issuer shah not be liable for any action (a) taken by it in good faith and reasonably believed by it to be within its discretion or powers hereunder, or (b) in good faith omitted to be taken by it because such action was reasonably believed to be beyond its discretion or powers hereunder, or (c) taken by it pursuant to any direction or instruction by which it is governed hereunder, or (d) omitted to be taken by it by reason of the lack of any direction or instruction required hereby for such action; nor shall it be responsible for the consequences of any error of judgment reasonably made by it. The Issuer shall in no event be liable for the application or misapplication of funds or for other acts or defaults by any person, except its own officers and employees. When any consent or other action by it is called for hereby, it may defer such action pending receipt of such evidence (ff any) as it may require in support thereof. The Issuer shah not be required to take any remedial action (other than the giving of notice) unless indemnity in a form acceptable to the Issuer is furnished for any expense or liability to be incurred in connection with such remedial action, other than liability for failure to meet the standards set forth in this Section. The Issuer shall be entitled to reimbursement for its expenses reasonably incurred or advances reasonably made, with interest at the rate of interest on the Bonds, in the exercise of its rights or the performance of its obligations hereunder, to the extent that it acts without previously obtaining indemnity. No permissive right or power to act which the Issuer may have shall be construed as a requirement to act; and no delay in the exercise of a right or power shall affect its subsequent exercise of the right or power. The Borrower has indemnified the Issuer against certain acts and events as set forth in Section 9.03 of the Loan Agreement, and Section 16 of the Regulatory Agreement. Such indemnities shall survive payment of the Bonds and discharge of the Indenture to the extent set forth in such agreements. 27 ARTICLE VH DEFAULT Section 7.01. Events of Default; Acceleration; Waiver of Default. Each of the following events shall constitute an "Event of Default" hereunder: (a) failure to pay within five (5) days following the due date thereof, the principal of any Bond, whether at maturity as therein expressed or by proceedings for redemption thereof under the provisions of Section 4.01 (d) hereof; (b) failure to pay within five (5) days following the due date thereof, any installment of interest on any Bond; (c) failure to pay on the due date thereof, the redemption price (including principal, premium, if applicable, and accrued interest) of any Bond on the date of redemption thereof under the provisions of Sections 4.01(a), (b), (c), or (e); and (d) failure by the Issuer to perform or observe any other of the covenants, agreements or conditions on its part in this Indenture or in the Bonds contained, and the continuation of such failure for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Issuer and the Borrower by the Trustee, or to the Issuer, the Borrower and the Trustee by the Original Purchaser or by the holders of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds at the time outstanding. In any event, as provided in Section 2.02(c)(i) hereof, (i) payments of principal, interest and redemption price of the Bonds not made on the date on which such payments are due under the provisions of Sections 2.01(b) and 4.01 hereof and of the Bonds, shall accrue interest at the then rate of interest on the Bonds, plus five percent (5%), and (ii) the Late Charge shall be due and owing to the Bondowners with respect to any such payment not made within five (5) days of its due date. No default specified in (d) above shall constitute an Event of Default unless the Issuer and the Borrower shall have failed to correct such default within the applicable period; provided, however, that if the default (other than a default arising from nonpayment of the Trustee's or Issuer's fees and expenses) shall be such that it cannot be cured by the payment of money or otherwise corrected within such period, it shall not constitute an Event of Default if corrective action is instituted by the Issuer or the Borrower within the applicable period and diligently pursued until the default is corrected, but in no event shall such corrective action exceed ninety (90) days. With regard to any alleged default concerning which notice is given to the Borrower under the provisions of (d) above, the Issuer hereby grants the Borrower full authority for the account of the Issuer to perform any covenant or obligation the non- performance of which is alleged in said notice to constitute a default in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issuer could do and perform any such things and acts and with power of substitution. Subject to the provisions of Section 7.12 hereof, during the continuance of an Event of Default, unless the principal of all the Bonds shall have already become due and payable, with the prior written consent of the holders of a majority in aggregate principal amount of the Bonds at the time Outstanding the Trustee may, and upon the written request of the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding the Trustee 28 shall, by notice in writing to the Issuer, declare the prindpal of an the Bonds then outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declarafion the same shah become and shall be immediately due and payable, anything in this Indenture or in the Bonds contained to the contrary notwithstanding. Upon any such declaration of acceleration, the Trustee shall fix a date for payment of the Bonds. The preceding paragraph, however, is subject to the condition that if, within the time period permitted under California Civil Code Section 2924c after the principal of the Bonds shall have been so declared due and payable, there shall have been deposited with the Trustee a sum sufficient to pay all the principal of the Bonds matured or required to be redeemed prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest (at the then interest rate on the Bonds plus five percent (5%)) on such overdue installments of principal, and the reasonable expenses of the Trustee, its agents and counsel, and the reasonable expenses of the Bondholders, their agents and counsel and any and all other defaults actually known to a Responsible Officer of the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Trustee shall rescind and annul such declaration and its consequences and waive such default; but no such rescission, annulment or waiver shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Section 7.02. Institution of Legal Proceedings by Trustee. If one or more of the Events of Default shall occur and be continuing, the Trustee with the prior written consent of the owners of a majority in principal amount of the Bonds then outstanding may, and upon the written request of the holders of a majority in principal amount of the Bonds then outstanding and, in the case of an Event of Default described in Section 7.01(d), upon being indemnified to its satisfaction therefor the Trustee shall, proceed to protect or enforce its rights or the rights of the holders of Bonds under the Act or under this Indenture, the Agreement and the Deed of Trust, by a suit in equity or action at law, either for the specific performance of any covenant or agreement contained herein or therein, or in aid of the execution of any power herein or therein granted, or by mandamus, foreclosure or other appropriate proceeding for the enforcement of any other legal or equitable remedy as the Trustee shall deem most effectual in support of any of its rights or duties hereunder; provided that any such request from the Bondholders shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Bondholders not joining therein. Section 7.03. Applicafion of Moneys Collected by Trustee. Any moneys collected by the Trustee pursuant to Section 7.02 or otherwise held by the Trustee shall be applied in the order following, at the date or dates fixed by the Trustee and, in the case of distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the Bonds and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid: First: For deposit in the Bond Fund to be applied to payment of the principal of all Bonds then due and unpaid and the premium, if any, and interest thereon; ratably to the persons entitled thereto without discrimination or preference. Second: For payment of all amounts due to the Trustee under Section 8.06. Third: For payment of all other amounts due to any person hereunder, under the Loan Agreement or under the Deed of Trust, in that order. 29 Section 7.04. Effect of Delay or Omission to Pursue Remedy. No delay or omission of the Trustee or of any holder of Bonds to exercise any right or power arising from any default shall impair any such right or power or shah be construed to be a waiver of any such default or acquiescence therein, and every power and remedy given by this Article VII to the Trustee or to the holders of Bonds may be exercised from time to time and as often as shall be deemed expedient. In case the Trustee shall have proceeded to enforce any right under this Indenture, and such proceedings shah have been discontinued or abandoned because of waiver or for any other reason, or shah have been determined adversely to the Trustee, then and in every such case the Issuer, the Trustee and the holders of the Bonds, severally and respectively, shall be restored to their former positions and rights hereunder in respect to the trust estate; and ail remedies, rights and powers of the Issuer, the Trustee and the holders of the Bonds shall continue as though no such proceedings had been taken. Section 7.05. Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to any holder of the Bonds is intended to be exclusive of any other remedy, but each and every such 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. Section 7.06. Covenant to Pay Bonds in Event of Default. The Issuer covenants that, upon the happening of any Event of Default, the Issuer will pay to the Trustee upon demand, but only out of Revenues, for the benefit of the holders of the Bonds, the whole amount then due and payable thereon (by declaration or otherwise) for interest or for principal and premium, or both, as the case may be, and all other sums which may be due hereunder or secured hereby, including reasonable compensation to the Trustee, its agents and counsel, and the Bondowners, their agents and counsel, and any expenses or liabilities incurred by the Trustee or the Bondowners hereunder. In case the Issuer shall fail to pay the same forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, and upon being indemnified to its satisfaction shall be entitled to institute proceedings at law or in equity in any court of competent jurisdiction to recover judgment for the whole amount due and unpaid, together with costs and reasonable attorneys' fees, subject, however, to the condition that such judgment, if any, shall be limited to, and payable solely out of, Revenues and any other assets pledged, transferred or assigned to the Trustee under Section 5.01 as herein provided and not otherwise. The Trustee shall be entitled to recover such judgment as aforesaid, either before or after or during the pendency of any proceedings for the enforcement of this Indenture, and the right of the Trustee to recover such judgment shall not be affected by the exercise of any other right, power or remedy for the enforcement of the provisions of this Indenture. Section 7.07. Trustee Appointed Agent for Bondholders. The Trustee is hereby appointed the agent and attorney of the holders of all Bonds outstanding hereunder for the purpose of filing any claims relating to the Bonds. Section 7.08. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the happening of an Event of Default, shah have taken any action, by judicial proceedings or otherwise, pursuant to its duties hereunder, whether upon its own discretion or upon the written request of the holders of a majority in principal amount of the Bonds then outstanding, it shall have full power, in the exercise of its discretion for the best interests of the holders of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues an Event of Default hereunder, continue, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the holders of at least a majority in principal amount of the Bonds outstanding hereunder opposing such continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. 30 Section 7.09. Limitation on Bondholders' Right to Sue. Subject to the provisions of Section 7.12 hereof, no holder of any Bond issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless (a) such holder shall have previously given to the Trustee written notice of the occurrence of an Event of Default hereunder; (b) the holders of at least a majority in aggregate principal amount of all the Bonds then outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; (c) said holders shall have tendered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of thirty (30) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any holder of Bonds of any remedy hereunder; it being understood and intended that no one or more holders of Bonds shah have any right in any manner whatever by its or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of the outstanding Bonds. The right of any holder of any Bond to receive payment of the principal of (and premium, if any) and interest on such Bond out of Revenues, as herein and therein provided, on and after the respective due dates expressed in such Bond, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such holder, notwithstanding the foregoing provisions of this Section or Section 7.08 or any other provision of this Indenture. Section 7.10. Limitation of Liability to Revenues. Notwithstanding anything in this Indenture contained, the lssuer shall not be required or in any way obligated to advance any moneys derived from the proceeds of taxes collected by the Issuer, by the State of California or by any political subdivision thereof or from any source of income of any of the foregoing other than the Revenues, for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture. The Bonds are limited obligations of the Issuer, and are payable from and secured by the Revenues only. Section 7.11. Notice of Default. If a default occurs of which the Trustee is by Section 8.01(c) hereof required to take notice or if notice of default be given as in said Section 8.01(c) provided, the Trustee shall promptly give notice thereof to the Borrower, all owners of the Bonds and the Issuer, with such notice to be mailed by first-class mail within three (3) Business Days thereafter, and within fifteen (15) days of a default relating to failure to timely provide for any report, statement, certificate, opinion or similar document. Section 7.12. Control by Bondowner. So long as the Original Purchaser owns at least a majority in aggregate principal amount of the Bonds then Outstanding, the Majority Owner shall direct the Trustee in writing as to the exercise of any right, remedy, trust or power conferred on the Trustee. In the absence of receipt of written direction from the Majority Owner, the Trustee shall request in writing direction from the Majority Owner and, until so directed, shall take no action whatsoever until such time as Trustee receives such written direction. Trustee shall not be liable to any other Bondowner for any action or inaction on Trustee's part, for acting at the direction of the Majority Owner, or for any inaction by Trustee in the absence of written direction from Majority Owner. The Trustee may refuse to follow any such direction that conflicts with law or this Indenture, or, unless the Trustee shall have been 31 provided with indemnity satisfactory to it in its sole discretion, that may result in the personal liability of the Trustee. Notwithstanding any provision herein to the contrary, upon the occurrence of an Event of Default and payment by the Majority Owner of any fees and expenses owing to the Trustee hereunder, the Trustee shall, at the written direction of the Majority Owner, assign all of its rights and responsibilities hereunder to the Majority Owner, who shall act thereafter as Trustee hereunder for the benefit of the Bondowners. 32 ARTICLE VIII THE TRUSTEE AND AGENTS Section 8.01. Duties, Immunities and Liabilities of Trustee. The Trustee shah perform such duties and only such duties as are specifically set forth in this Indenture and no additional covenants or duties of the Trustee shall be implied in this Indenture, the Regulatory Agreement or otherwise. The Trustee shaH, during the existence of any Event of Default (which has not been cured), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent and reasonable financial trust institution familiar with such matters would exercise or use under similar circumstances in the conduct of such person's own affairs. No provision of this Indenture shah be construed to relieve the Trustee from liability for its own negligent action or its own negligent failure to act, except that: (a) (1) The duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of gross negligence on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture; (b) At all times, regardless of whether or not any Event of Default shall exist, (1) the Trustee shall not be liable for any error of judgment made in good faith unless the Trustee was negligent in ascertaining the pertinent facts; and (2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Issuer, accompanied by an opinion of Bond Counsel as provided herein or in accordance with the directions of the holders of not less than a majority, or such other percentage as may be required hereunder, in aggregate principal amount of the Bonds at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; (c) Unless the Trustee has actual notice or knowledge, the Trustee shall not be required to take notice or be deemed to have notice of (i) any default hereunder or under the Loan Agreement, except defaults under Section 7.01(a), (b) or (c) hereof, unless a Responsible Officer of the Trustee shall be specifically notified in writing of such default by the Issuer or any Bondowner, or (ii) any default under the Regulatory Agreement unless a Responsible Officer of the Trustee shall be specifically notified in writing of such default by the Issuer or the Borrower, or (iii) a default under the Deed of Trust unless (x) a Responsible Officer of the Trustee has notice or has duly taken notice of an Event of Default under and as defined in the Loan Agreement, or (y) a Responsible Officer of the Trustee shall be notified in writing of such default by the lssuer, a Bondowner or the Borrower; 33 (d) Before taking any action under Article VII hereof or this Section at the request or direction of the Bondholders, the Trustee may require that a satisfactory indemnity bond be furnished by the Bondholders, for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any action so taken; (e) Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee a Certificate of the Issuer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such Counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished; (O The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder or under the Regulatory Agreement, the Deed of Trust or the Loan Agreement either directly or through agents or attorneys; (g) Neither the Issuez nor the Borrower shall be deemed to be agents of the Trustee for any purpose, and the Trustee shah not be liable for any noncompliance of any of them in connection with their respective duties hereunder or in connection with the transactions contemplated hereby; (h) The Trustee shah be entitled to rely upon telephonic notice for all purposes whatsoever so long as the Trustee reasonably believes such telephonic notice has been given by a person authorized to give such notice; (i) The immunities extended to the Trustee also extend to its directors, officers, employees and agents; (j) Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Bonds, it being the sole obligation of the Trustee to administer, for the benefit of the Bondholders, the various funds and accounts established hereunder and to perform the duties and obligations specified in this Indenture; and (k) No permissive power, right or remedy conferred upon the Trustee hereunder shah be construed to impose a duty to exercise such power, right or remedy. None of the provisions contained in this Indenture shah require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. Whether or not therein expressly so provided, every provision of this Indenture, the Loan Agreement, the Deed of Trust, the Regulatory Agreement or any other document relating to the conduct, powers or duties of, or affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Article VIII. Section 8.02. Right of Trustee to Rely Upon Documents, Etc. Except as otherwise provided in Section 8.01: (a) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond or other paper or document believed in good faith by it to be genuine and to have been signed or presented by the proper party or parties; (b) Any consent, demand, direction, election, notice, order or request of the Issuer mentioned herein shall be sufficiently evidenced by a Written Consent, Written Demand, Written Direction, Written Election, Written Notice, Written Order or Written Request of the Issuer, and any resolution of the Issuer may be evidenced to the Trustee by a Certified Resolution; (c) The Trustee may consult with counsel (who may be counsel for the Issuer, counsel for the Trustee or Bond Counsel) 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 with the opinion of such counsel; (d) Whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Issuer; and such Certificate of the Issuer shall, in the absence of negligence or bad faith on the part of the Trustee, be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof; and (e) Unless the failure to do so is negligent, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (f) In determining whether a petition in bankruptcy has been filed against the Issuer or the Borrower (or any guarantor of the Borrower), the Trustee may rely conclusively upon a Certificate of the Issuer or a certificate of the Borrower. Section 8.03. Trustee Not Responsible for Recitals. The recitals contained herein and in the Bonds shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correciness of the same or for the correctness of the recitals in the Loan Agreement or the Regulatory Agreement. The Trustee shall have no responsibility with respect to any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the Bonds. The Trustee makes no representations as to the value or condition of any assets pledged or assigned as security for the Bonds, or as to the right, title or interest of the Issuer therein, or as to the security provided thereby or by this Indenture, the Loan Agreement or the Deed of Trust, or as to the compliance of the Project with the Act, or as to the tax-exempt status of the Bonds, or as to the technical or financial feasibility of the Project, or as to the validity or sufficiency of this Indenture as an instrument of the Issuer or of the Bonds as obligations of the Issuer. The Trustee shall not be accountable for the use or application by the Issuer of any of the Bonds authenticated or delivered hereunder or of the use or application of the proceeds of such Bonds by the lssuer or the Borrower or their agents. Section 8.04. Intervention by Trustee. The Trustee may intervene on behalf of the Bondholders in any judicial proceeding to which the Issuer is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of owners of the Bonds and, subject to the provisions of Section 8.01(d), shah do so if requested in writing by the owners of a majority in aggregate principal amount of all Bonds then outstanding. Section 8.05. Moneys Received by Trustee to be Held in Trust. All moneys received by the Trustee shaH, until used or applied as herein provided, be held in trust for the purposes for which they were received, and shall be segregated from other funds except to the extent required by law or as otherwise provided herein. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Issuer to pay thereon. Any moneys held by the Trustee shall be deposited by it in the Bond Fund or the Program Fund hereunder and invested in Investment Securities. Section 8.06. Compensation and indemnification of Trustee and Agents. The Borrower is required under the Loan Agreement (1) to pay, pursuant to Section 4.02(b) of the Loan Agreement, to the Trustee from time to time reasonable compensation for all services rendered by it hereunder and under the other agreements related to the Bonds to which it is a party (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or other agreement related to the Bonds to which the Trustee is a party or incurred in complying with any request made by the Issuer with respect to the Bonds (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be adjudicated by a court of competent jurisdiction to be attributable in whole or in part to its negligence or willful misconduct; (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder or other agreement to which the Trustee is a party; and (4) to indemnify the Trustee for any reasonable fees incurred during a period of default hereunder. If any property, other than cash, shall at any time be held by the Trustee subject to this Indenture, or any supplemental indenture, as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, bankruptcy or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such security for the Bonds, shall be entitled but not obligated to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The rights of the Trustee to compensation for services and to payment or reimbursement for expenses, disbursements, liabilities and advances shall have and is hereby granted a lien and a security interest prior to the Bonds in respect of all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee for the benefit of the holders of particular Bonds, which amounts shall be held solely for the benefit of the Bondholders and used only for the payment of principal of and premium, if any, and interest on the Bonds. The Trustee's rights to immunities, indemnities and protection from liability hereunder and its rights to payment of its fees and expenses shall survive its resignation or removal and final payment of the Bonds. Notwithstanding anything herein to the contrary, the Trustee shall not have a lien on the Revenues or the Gross Revenues except to the extent, and in the order of priority, provided in Sections 5.01 and 7.03. Section 8.07. Qualifications of Trustee. There shall at all times be a trustee hereunder which shall be a corporation or banking association organized and doing business under the laws of the United States or of a state thereof, authorized under such laws to exercise corporate 36 trust powers, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by federal or state authority. If such corporation or banking association publishes reports 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 the combined capital and surplus of such corporation or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shal] cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in SecHon 8.08. Section 8.08. Resignation and Removal of Trustee and Appointment of Successor Trustee. (a) The Trustee may at any time resign by giving written notice delivered to the Issuer and by giving written notice to the Bondholders by first class mail. Upon receiving such notice of resignation, the Issuer, with the consent of any Majority Owner, shall promptly appoint a successor trustee by an instrument in writing. If no successor trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Bondholder who has been a bona fide holder of a Bond for at least six months may, on behalf of itself and others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and may prescribe, appoint a successor trustee. (b) In case at any time either (1) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.07 and shall fail to resign after written request therefor by the lssuer or by any Bondholder who has been a bona fide holder of a Bond for at least six (6) months, or (2) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Issuer shall remove the Trustee and, upon such removal or upon any removal pursuant to paragraph (c) of this Section 8.08, except as otherwise provided in said paragraph (c), shall appoint (subject to the reasonable consent of the Majority Owner and the Borrower) a successor trustee by an instrument in writing, or any such Bondholder may, on behal~ of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and may prescribe, remove the Trustee and appoint a successor trustee. (c) The Issuer, or if the holders of a majority in aggregate principal amount of the Bonds at the time outstanding, may at any time remove the Trustee and may appoint a successor trustee selected by the Issuer with the consent of any Majority Owner by an instrument or concurrent instruments in writing signed by the Issuer or such Bondholders, as the case may be, and delivered to the Trustee and the Issuer. (d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall become effective only upon acceptance of appointment and assumption of duties by the successor trustee as provided in Section 8.09. Section 8.09. Acceptance of Trust by Successor Trustee. Any successor trustee appointed as provided in Section 8.08 shall execute, acknowledge and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with and shall assume all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the 37 Written Request of the Issuer or the request of the successor trustee, the trustee ceasing to act shall execute and deliver an instrument transferring to such successor trustee, upon the trusts herein expressed, all the rights, powers and trusts of the trustee so ceasing to act. Lipon request of an)' such successor trustee, the Issuer shall execute an), and all instruments in writing necessar~ or desirable for more full)' and certainl)' vesting in and confirrning to such successor trustee all such rights, powers and duties. An)' trustee ceasing to act shall, nevertheless, retain a lien upon all propert)' or funds held or collected b)' such trustee to secure the amounts due it as compensation, reimbursement, expenses and indemnit)' afforded to it by Section 8.06. No successor trustee shall accept appointment as provided in this Section 8.09 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.07. Upon acceptance of appointment by a successor trustee as provided in this Section, the Issuer or such successor trustee shall give Bondholders notice by first class mail of the succession of such trustee to the trusts hereunder. In the event of the appointment of a successor Trustee, the predecessor Trustee which has resigned or been removed shall cease to be Trustee of the funds hereunder and bond registrar and paying agent for the Bonds, and the successor Trustee shall become such trustee and shall accept such other appointments as the trustee may hold, including the offices of bond registrar and paying agent hereunder. Section 8.10. Merger or Consolidation of Trustee. Any corporation or association into which the Trustee may be merged or with which it may be consolidated, or any corporation or association resulting from any merger or consolidation to which the Trustee shall be a party, or any corporation or association succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided that such successor trustee shall be eligible under the provisions of Section 8.07. Section 8.11. Accounting Records and Reports. The Trustee shall keep proper books of record and account in which complete and correct entries shall be made of all transactions relating to the receipt, disbursement, allocation and application of the Revenues and the proceeds of the Bonds. Such records and other information shall be open to inspection by the Issuer, by the Borrower and by any Bondholder at any reasonable time on reasonable notice. The Trustee shall furnish to the Issuer, the Bondowners and the Borrower regular reports on such dates and containing such information as the Issuer, the Bondowners or the Borrower shah reasonably require, covering the activities and responsibilities of the Trustee. Section 8.12. Dealing in Bonds. The Trustee, in its individual capacity, may in good faith buy, sell, own, hold and deal in any of the Bonds, and may join in any action which any Bondholder may be entitled to take with like effect as if it did not act in any capacity hereunder. The Trustee in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer, and may act as depository, trustee or agent for any committee or body of Bondholders secured hereby or other obligations of the Issuer as freely as if it did not act in any capacity hereunder. 38 ARTICLE IX MODIFICATION OF INDENTURE Section 9.01. Modification of Indenture - Specific Events. The Issuer and the Trustee, from time to time and at any time, subject to the conditions and restrictions in this Indenture contained, may enter into an indenture or indentures supplemental hereto, which indenture or indentures thereafter shah form a part hereof, for any one or more of the following purposes: (a) to evidence the succession of a new Trustee hereunder, or to provide for the appointment of a co-trustee in addition to the Trustee approved by the Majority Owner; (b) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing, correcting or supplementing any defective provision contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Issuer may deem necessary or desirable and not inconsistent with this Indenture (including as may be necessary to assure compliance with Section 142, 148 or 265 of the Code, or otherwise to assure the exclusion from gross income under federal tax law of interest on the Bonds), and which shall not adversely affect the interests of the holders of the Bonds; (c) to provide for the issuance of coupon bonds or to provide for the use of a book-entry system; provided, however, that the Issuer and the Trustee shall have received an opinion of Bond Counsel to the effect that issuance of the Bonds in coupon form or the use of a book-entry system, respectively, complies with all applicable laws and will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes; and (d) to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof or thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and, if they so determine, to add to this Indenture or any indenture supplemental hereto such other terms, conditions and provisions as may be permitted by said Trust Indenture Act of 1939, as amended, or similar federal statute, and which shall not adversely affect the interests of the holders of the Bonds. Any supplemental indenture authorized by the provisions of this Section may be executed by the Issuer and the Trustee, without the consent of but with notice to the owners of the Bonds, notwithstanding any of the provisions of Section 9.02, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 9.02. Modification of Indenture - General. With the prior written consent of the holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, evidenced as provided in Section 11.08, and the consent of the Borrower (but only if any amendment adversely affects the rights or interest of the Borrower), the Issuer and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture; provided, however, that, except to the extent permitted by Section 9.01, no such supplemental indenture shah (1) extend the fixed maturity of any Bond or reduce the rate of interest thereon or extend the time of payment of interest, or reduce the amount of the principal thereof, or reduce any 39 premium payable on the redemption thereof, without the consent of the holder of each Bond so affected, or (2) reduce the aforesaid percentage of holders of Bonds whose consent is required for the execution of such supplemental indentures, or permit the creation of any lien on the Revenues prior to or on a parity with the lien of this Indenture, except as permitted herein, or permit the creation of any preference of any Bondholder over any other Bondholder or deprive the holders of the Bonds of the lien created by this Indenture upon the Revenues, without in each case the consent of the holders of all the Bonds then outstanding. Upon receipt by the Trustee of a Certified Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Bondholders, as aforesaid, the Trustee shall join with the Issuer in the execution of such supplemental indenture, unless (i) such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture; or (ii) such supplemental indenture affects the rights or obligations of the Borrower hereunder or under the Loan Agreement, in which case the Trustee shall enter into such supplemental indenture only if the Trustee has received the Borrower's written consent thereto. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give Bondholders, by first class mail, a notice setting forth the specific terms of such supplemental indenture. Section 9.03. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Issuer, the Trustee and all holders of outstanding Bonds 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 indenture shall be part of the terms and conditions of this Indenture for any and all purposes. Section 9.04. Opinion of Counsel as to Supplemental Indenture. Subject to the provisions of Section 8.01, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to the provisions of this Article IX is authorized and permitted by this Indenture. Notwithstanding the provisions of Sections 9.01 or 9.02 hereof, the Trustee shall not execute any Supplemental Indenture unless it has first been provided with an opinion of Bond Counsel to the effect that (i) such Supplemented Indenture will not adversely affect the exclusion from gross income for purposes of federal income taxation of interest paid on the Bonds or the Bank Qualified nature of the Bonds, and (ii) that such Supplemental Indenture is permitted by this Indenture and the Supplemental Agreement, except to the extent that the condition for such opinion is waived by the owners of a majority in principal amount of the Bonds then Outstanding. Section 9.05. Notation of Modification on Bonds; Preparation of New Bonds. Bonds authenticated and delivered after the execution of any sup~ iemental indenture pursuant to the provisions of this Article IX may bear a notation, in form approved by the Trustee and the Issuer as to any matter provided for in such supplemental indenture, and if such supplemental indenture shall so provide, new Bonds, so modified as to conform, in the opinion of the Trustee and the Issuer, to any modification of this Indenture contained in any such supplemental indenture, may be prepared by the Issuer, authenticated by the Trustee and delivered without cost to the holders of the Bonds then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts. 40 ARTICLE X DEFEASANCE Section 10.01. Discharge of Indenture. If the entire indebtedness on all Bonds outstanding shall be paid and discharged in any one or more of the following ways: (a) by the payment of the principal of (including redemption premium, if any) and interest on all Bonds outstanding; or (b) by the deposit or credit to the account of the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 10.04) to pay or redeem Bonds outstanding, whether by redemption or otherwise; or (c) by the delivery to the Trustee, for cancellation by it, of all Bonds outstanding; and if all other sums payable hereunder by the Issuer shall be paid and discharged, then and in that case this Indenture shall cease, terminate and become null and void, except only as provided in Sections 2.04, 2.05, 6.08, 8.06, 10.02 and 10.03 hereof, and thereupon the Trustee shall, upon Written Request of the Issuer, and upon receipt by the Trustee of a Certificate of the Issuer and an Opinion of Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Indenture. The fees, expenses and charges of the Trustee (including reasonable counsel fees) must be paid in order to effect such discharge. The satisfaction and discharge of this Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Borrower for any expenditures which it may thereafter incur in connection herewith. The Issuer or the Borrower may at any time surrender to the Trustee for cancellation by it any Bonds previously authenticated and delivered which the Issuer or the Borrower lawfully may have acquired in any manner whatsoever, and such Bonds upon such surrender and cancellation shall be deemed to be paid and retired. Section 10.02. Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 10.04) to pay or redeem outstanding Bonds (whether upon or prior to their maturity or the redemption date of such Bonds) provided that, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, all liability of the Issuer in respect of such Bonds shall cease, terminate and be completely discharged, except only that thereafter the holders thereof shall be entitled to payment by the Issuer, and the Issuer shall remain liable for such payment, but only out of the money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 10.03. Section 10.03. Payment of Bonds after Discharge of Indenture. Notwithstanding any provisions of this Indenture, any moneys deposited with the Trustee or any paying agent in trust for the payment of the principal of, or interest or premium on, any Bonds remaining unclaimed for two (2) years after the principal of all the outstanding Bonds has become due and payable (whether at maturity or upon call for redemption or by declaration as provided in this Indenture), shall then be paid to the Issuer, and the holders of such Bonds shall thereafter be entitled to look only to the Issuer for payment thereof, and only to the extent of the amount 41 so paid to the Issuer, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease. In the event of the payment of any such moneys to the Issuer as aforesaid, the holders of the Bonds in respect of which such moneys were deposited shall thereafter be deemed to be unsecured creditors of the Issuer for amounts equivalent to the respective amounts deposited for the payment of such Bonds and so paid to the Issuer. Section 10.04. Deposit of Money or Securities with Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or credited to the account of or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held shall be: (a) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date has been duly given or provision satisfactory to the Trustee shah be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest thereon to the redemption date, together with the redemption premium, if any; or (b) noncallable direct obligations of the United States of America or obligations which as to principal and interest constitute full faith and credit obligations of the United States of America, in such amounts and maturing at such times that the proceeds of said obligations received upon their respective maturities and interest payment dates, without further reinvestment, will provide funds sufficient, in the opinion of Bond Counsel or a nationally recognized firm of certified public accountants, to pay the principal, premium, if any, and interest to maturity, or to the redemption date, as the case may be, with respect to all of the Bonds to be paid or redeemed, as such principal, premium and interest become due; provided that the Trustee shall have been irrevocably instructed by the Issuer to apply the proceeds of said obligations to the payment of said principal, premium, if any, and interest with respect to such Bonds. 42 ARTICLE XI MISCELLANEOUS Section 11.01. Successors of Issuer. All the covenants, stipulations, promises and agreements in this Indenture contained, by or on behalf of the Issuer, shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. If any of the powers or duties of the Issuer shah hereafter be transferred by any law of the State of California, and if such transfer shah relate to any matter or thing permitted or required to be done under this Indenture by the Issuer, then the body or official who shall succeed to such powers or duties shall act and be obligated in the place and stead of the Issuer as in this Indenture provided. Section 11.02. Limitation of Rights to Parties and Bondholders. Nothing in this Indenture or in the Bonds expressed or implied is intended or shah be construed to give to any person other than the Issuer, the Trustee, the Borrower and the owners of the Bonds issued hereunder any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shah be held for the sole and exclusive benefit of the Issuer, the Trustee, the Borrower and the holders of the Bonds issued hereunder. Section 11.03. Waiver of Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shah not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 11.04. Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Issuer of any Bonds, the Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds and deliver a certificate of such destruction to the issuer. Section 11.05. Separability of Invalid Provisions. In case any one or more of the provisions contained in this Indenture or in the Bonds shah for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, iliegality or unenforceability shall not affect any other provision of this Indenture, but this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 11.06. Notices. It shall be sufficient service of any notice, request, complaint, demand or other paper on the Issuer, the Trustee, the Original Purchaser or the Borrower if the same shall, except as otherwise provided herein, be duly mailed by first class mail, postage prepaid, or given by telephone or telecopier and confirmed by such mail, and to the other parties as follows: The lssuer. Redevelopment Agency of the City of Temecula 43174 Business Park Drive Temecula, CA 92590 Attention: Finance Director The Trustee: First Trust of California, National Association 550 South Hope Street, Suite 500 Los Angeles, CA 90071 Attention: Corporate Trust Administration 43 The Borrower: The Coachella Valley Housing Coalition 45-701 Monroe Street, Suite G Plaza 1, Indio, CA 92201 Attention: Executive Director The Bondholders: The address appearing on the registration books, unless the Bondholders shah notify the Trustee of a different address for the mailing of notices, and any notice to the Original Purchaser, so long as it is an owner of the Bonds, shah be provided to it at the address specified on the signature page of the Supplemental Agreement. The Issuer, the Original Purchaser, the Trustee and the Borrower may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Notwithstanding the foregoing provisions of this Section 11.06, the Trustee shah not be deemed to have received, and shall not be liable for failing to act upon the contents of, any notice unless and until the Trustee actually receives such notice. Section 11.07. Authorized Representatives. Whenever under the provisions of this Indenture the approval of the Issuer or the Borrower is required for any action, and whenever the Issuer or the Borrower is required to deliver any notice or other writing, such approval or such notice or other writing shall be given, respectively, on behalf of the Issuer by the Authorized Issuer Representative or on behalf of the Borrower by the Authorized Borrower Representative, and the Issuer, the Trustee and the Borrower shah be authorized to act on any such approval or notice or other writing and neither party hereto nor the Borrower shall have any complaint against the others as a result of any such action taken. Section 11.08. Evidence of Rights of Bondholders. (a) Any request, consent or other instrument required by this Indenture to be signed and executed by Bondholders may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by such Bondholders in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the ownership of any Bonds, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and of the Issuer if made in the manner provided in this Section. (b) The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument or writing acknowledged to him the execution thereof. (c) The ownership of Bonds shall be proved by the Bond register maintained pursuant to Section 2.06 hereof. The fact and the date of execution of any request, consent or other instrument and the amount and distinguishing numbers of Bonds held by the person so executing such request, consent or other instrument may also be proved in any other manner which the Trustee may deem sufficient. The Trustee may nevertheless, in its discretion, require further proof in cases where it may deem further proof desirable. (d) Any request, consent or vote of the holder of any Bond shail bind every future holder of the same Bond and the holder of any Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the lssuer in pursuance of such request, consent or vote. (e) In determining whether the holders of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned by the Issuer or by any other direct or indirect obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Issuer or any other direct or indirect obligor on the Bonds, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, provided that, for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver, only Bonds which the Trustee knows to be so owned shah be disregarded. Bonds so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this subsection (e) if the pledgee shall establish to the satisfaction of the Trustee and the Issuer the pledgee's right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Issuer or any other direct or indirect obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Solely for purposes of the limitation expressed in this paragraph (e), the Borrower shah be deemed to be an indirect obHgor on the Bonds. (f) In lieu of obtaining any demand, request, direction, consent or waiver in writing, the Trustee may call and hold a meeting of the Bondholders upon such notice and in accordance with such rules and regulations as the Trustee considers fair and reasonable for the purpose of obtaining any such action. Section 11.09. Waiver of Personal Liability. No officer, member of the governing board, agent, official or employee of the Issuer, and no officer, official, agent or employee of the Issuer or any department, board or agency of any of the foregoing, shall be individually or personally liable for the payment of the principal of or premium or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such person from the performance of any official duty provided by law or by this Indenture. Section 11.10. Holidays. If the date for making any payment, any act (including the giving of notice), or the last date for performance of any act or the exercising of any right, as provided in this Indenture, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day with the same force and effect as if done on the date provided therefor in this Indenture and, in the case of any payment, no interest shall accrue for the period after such date. Section 11.11. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Issuer and the Trustee shall preserve undestroyed, shah together constitute but one and the same instrument. Section 11.12. Governing Law. This Indenture shah be governed by and construed in accordance with the laws of the State. Section 11.13. Arbitration. (a) In any judicial action between or among the parties hereto and/or the Bondowners, including but not limited to any action or cause of action arising out of or relating to this Indenture or the Loan Documents or based on or arising from an alleged tort, all decisions of fact and law will at the request of any party be referred to a referee in accordance with California Code of Civil Procedure Sections 638 et seq. The relevant parties 45 will designate to the court a referee or referees selected under the auspices of the American Arbitration Association CAAA") in the same manner as arbitrators are selected in AAA- sponsored proceedings. The presiding referee of the panel, or the referee if there is a single referee, must be an active attorney or retired judge. Judgment upon the award rendered by the referee or referees may be entered in the court in which the proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645. (b) After the Deed of Trust has been released, fully reconveyed, or extinguished, any controversy or claim between or among the parties hereto and/or the Bondowners, including those arising out of or reiating to this Indenture or the Loan Documents and any claim based on or arising from an alleged tort, must at the request of any party be determined by arbitration. The arbitration must be conducted in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Indenture, and under the Commercial Rules of the AAA. The arbitrator(s) must give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable will be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy does not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration ff any other party contests such action for judicial relief. (c) The provisions of the preceding paragraph (b) notwithstanding, no controversy or claim may be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, the controversy or claim arises from or relates to an obligation to the Bondowners which is secured by real property collateral. If all parties do not consent to submission of the controversy or claim to arbitration, the controversy or claim must be determined as provided in Section 11.13(a). (d) No provision of this Section 11.13 limits the right of any party to this Indenture or the Bondowners to exercise serf-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or obtaining provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration or other proceeding. The exercise of a remedy does not waive the right of either party to resort to arbitration or reference. At the Majority Bondowner's option, foreclosure under a deed of trust or mortgage may be accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure. 46 IN WITNESS WHEREOF, the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA has caused this Indenture to be signed in its name by its duly authorized officer and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, in token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its name by its duly authorized officer, all as of the day and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Deputy Executive Director, Finance FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee 30050-01:J2086 Vice President 47 EXHIB1TA FORM OF BOND No. $ REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA MULTIFAMILY HOUSING REVENUE BOND, 1996 SERIES A (RANCHO WEST APARTMENTS) The securities represented hereby (1) have not been registered or qua]flied under federal or state securities laws, (2) have been acquired for investment and not with a view to or in connection with the sale or distribution thereof, and (3) may not be sold or otherwise transferred without full satisfaction of the applicable requirements of the Indenture, including the delivery to the Trustee of the documents required therein in connection with any transfer of this Bond. Any transfer of this Bond in violation of the transfer restrictions contained in the Indenture shah be void and of no effect. RATE OF INTEREST MATURITY DATE Variable April 1, 2016 DATED DATE March ..~ 1996 REGISTERED OWNER: PRINCIPAL SUM: DOLLARS The REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, duly organized and existing under the laws of the State of California (herein called the "Issuer"), for value received, hereby promises to pay (but only out of Revenues as hereinafter provided) to the registered owner identified above or registered assigns, on the Maturity Date stated above (subject to any right of prior redemption hereinafter mentioned), the principal sum identified above by check in lawful money of the United States of America; and to pay interest thereon by check in like money from the Dated Date stated above, until payment of such principal sum, at the Initial Rate (as defined in the Indenture described below) prior to the Reset Date (as defined in the Indenture described below), and thereafter at the Reset Rate (as defined in the Indenture described below). The principal or redemption price hereof is payable by check upon presentation and surrender hereof at the Principal Office of First Trust of California, National Association (herein called the "Trustee"), defined in and designated in the Indenture (defined below) and interest shall be paid by check mailed, first class mail, postage prepaid to the person in whose name this Bond is registered on or before the Record Date (as hereinafter defined), at the address of such registered owner shown on the books of the Trustee, except that (a) Bonds to be redeemed in part pursuant to the provisions of Section 4.01 (d) of the Indenture need not be surrendered as a condition to the payment of any redemption amount described in Section 4.01(d) of the Indenture, (b) such interest payments may be made by wire transfer to any registered owner of $1,000,000 or more in aggregate principal amount of the Bonds who shah have designated to the Trustee an account within the United States for such payments at least fifteen days before the Record Date therefor, and (c) so long as the Original Purchaser (as defined in the Indenture) is the owner of any Bonds, all payments on such Bonds shall be made as provided in the Indenture. The Indenture provides for the payment of a Late Charge (as defined in the Indenture), and A-I additional interest, under the circumstances set forth in the Indenture in the event that principal and/or interest due hereon are not timely paid when due. This Bond is one of a duly authorized issue of bonds of the Issuer designated as "Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments)" (herein called the "Bonds"), in the initial aggregate principal amount of $ , authorized to be issued pursuant to Chapter 7.5 of Part 1 of Division 24 of the Health and Safety Code of the State of California (herein called the "Act"), and issued under and secured by an Indenture of Trust, dated as of March 1, 1996 (herein called the "Indenture"), between the Issuer and the Trustee. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the owners of the Bonds, of the nature and extent of the security, of the rights, duties and immunities of the Trustee and of the rights and obligations of the Issuer thereunder, to all of the provisions of which Indenture the holder of this Bond, by acceptance hereof, assents and agrees. This Bond shall bear interest from the date to which interest has been paid next preceding the date of registration of this Bond (unless this Bond is registered as of an Interest Payment Date for which interest has been paid, or after the Record Date in respect thereof, in which event it shall bear interest from such Interest Payment Date, or unless it is registered on or before the Record Date for the first Interest Payment Date, in which event it shall bear interest from the date of the first authentication and delivery of the Bonds). The term "Record Date" means the fifteenth (15th) day of the month before an Interest Payment Date. THE FAITH AND CREDIT OF THE ISSUER IS NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM OR INTEREST ON THIS BOND. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE ISSUER. NEITHER THE MEMBERS OF THE GOVERNING BOARD OF THE ISSUER NOR ANY OFFICIAL OR EMPLOYEE OF THE ISSUER, NOR ANY PERSON EXECUTING THE BONDS ARE LIABLE PERSONALLY ON THE BONDS OR SUBJECT TO ANY PERSONAL LIABILITY OR ACCOUNTABILITY BY REASON OF THEIR ISSUANCE. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY OUT OF REVENUES PLEDGED THEREFOR UNDER THE INDENTURE. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER OR A LOAN OF CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION, NOR DO THE BONDS CREATE ANY MORAL OBLIGATION ON THE PART OF THE ISSUER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDWISION THEREOF WITH RESPECT TO THEIR PAYMENT. The Bonds are limited obligations of the Issuer and, as and to the extent set forth in the Indenture, are payable solely from, and secured by a pledge of and lien on, the Revenues (as that term is defined in the Indenture), consisting primarily of amounts paid by The Coachella Valley Housing Coalition, a California non profit public benefit corporation (the "Borrower") pursuant to a Loan Agreement, dated as of March 1, 1996 (the "Loan Agreement"), among the Issuer, the Trustee and the Borrower, as sup] ~lemented by a Supplemental Agreement, dated as of March 1, 1996 among the Trustee, the Bonower, the Issuer and the initial owner of the Bonds, to finance the acquisition and rehabilitation of a multifamily rental housing development (the "Project") in the City of Temecula. The Issuev has no obligation to contribute any of its funds to the payment of the Bonds and has no intent 2o so contribute any of its funds. Interest accrued on this Bond shall be paid on each Interest Payment Date, commencing May 1, 1996 to the Bondowner of this Bond as of the applicable Record Date. "Interest Payment Date" is defined to mean the first Business Day (as defined in the Indenture) of each calendar month. A-2 Prior to the Reset Date, this Bond shall bear interest at the Initial Rate, determined as set forth in the Indenture. On and following the Reset Date this Bond shall bear Interest at the Reset Rate, determined as provided in the Indenture. Additional amounts may be payable on this Bond in respect of amounts due hereon as provided in Section 2.02(c) of the Indenture. The Bonds shall be subject to redemption prior to maturity, at a price equal to the principal amount of Bonds redeemed plus interest accrued thereon to the date fixed for redemption, plus (except for a redemption described in the succeeding clause (c)) a premium as provided in the Indenture: (a) in whole or in part on any Interest Payment Date if insurance or condemnation awards are received with respect to the Project; (b) in whole on the next date for which notice of redemption can timely be given if the Loan is accelerated following a default by the Borrower, but only at the written request of the owners of a majority in principal amount of the Bonds then outstanding; and (c) in part on each Interest Payment Date from sinking payments in the amounts specified in the Indenture; (d) in whole, at the request of the Bondowners following the occurrence of an Event of Taxability. The Bonds shall also be subject to redemption on any Interest Payment Date on or after May 1, 1996, in whole from a voluntary prepayment of the Loan, at a redemption price equal to the principal amount of Bonds to be redeemed, plus interest accrued thereon to the date of redemption, together with a premium in the amount specified in the Indenture. Notice of Redemption of Bonds, to the extent required under the Indenture, shall be given to the registered owners thereof as provided in the Indenture, not less than three (3) nor more than ten (10) Business Days before the date fixed for redemption. No notice of redemption will be given in connection with redemptions of the character described in clause (c) of the second preceding paragraph. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest hereon shall cease to accrue from and after the date fixed for redemption. If an Event of Default, as defined in the Indenture, shah occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture. The Indenture provides that in certain events such declaration and its consequences may be rescinded by the holders of at least a majority in aggregate principal amount of the Bonds then outstanding. The Bonds are lssuable only as fully registered Bonds without coupons in denominations of $1,000 or any integral multiple of $500 in excess thereof. Subject to the limitations and upon payment of the charges, if any, provided in the Indenture, Bonds may be exchanged at the Principal Office of the Trustee for a like aggregate principal amount of Bonds of the same series of other authorized denominations. This Bond is transferable by the registered owner hereof, in person, or by its attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond and delivery to the Trustee of any documents required by the Indenture. Upon such transfer a new fully registered Bond or Bonds, of the same series and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee in exchange herefor. The Issuer and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Issuer and the Trustee shall not be affected by any notice to the contrary. The Indenture contains provisions permitting the Issuer and the Trustee to execute supplemental indentures adding provisions to, or changing or eliminating any of the provisions of, the Indenture, subject to the limitations set forth in the Indenture. A-3 No officer, member of the governing board, official, agent or employee of the Issuer, and no officer, official, agent or employee of the State of California, nor any person executing this Bond, shall in any event be subject to any personal liability or accountability by reason of the issuance of the Bonds. The Bonds are not a debt, nor a pledge of the faith and credit, of the State of California or any of its political subdivisions (other than of the Issuer to the limited extent set forth in the Indenture) and neither are they liable on the Bonds, nor are the Bonds payable out of any funds or properties other than those of the Issuer pledged for the payment thereof. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation. The Issuer hereby certifies that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California (including the Act) and that the amount of this Bond, together with all other indebtedness of the Issuer, does not exceed any limit prescribed by the Constitution or statutes of the State of California. This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Trustee. A-4 IN WITNESS WHEREOF, the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA has caused this Bond to be executed in its name by the manual or facsimile signature of its Chairman and its official seal to be impressed or printed hereon and attested by the manual or facsim'~e signature of its Secretary, all as of the Dated Date set forth above. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Attest: By Chairman By Secretary FORM OF CERTIFICATE OF ALrI'HENTICATION This is one of the Bonds described in the within-mentioned Indenture and has been registered on this date: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee Authorized Officer A-5 FORM OF ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, Address and Tax Identification or Social Security Number) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the registration books of the Trustee with full power of substitution in the premises. Dated: Signatures Guaranteed: Note: Signature(s) must be guaranteed by an eligible . Note: guarantor. The signatures(s) 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. A-6 EXHIBIT B FORM OF INVESTOR LE1TER [date of transfer] Redevelopment Agency of the City of Temecula 43174 Business Park Drive Temecula, California 92590 First Trust of California, National Association, as trustee 550 South Hope Street, Suite 500 Los Angeles, California 90071 Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments) Ladies and Gentlemen: In connection with our purchase of some or all of the above-referenced Bonds (the "Bonds") on the date hereof, the undersigned (the "Purchaser") hereby represents, warrants and agrees that: 1. The Purchaser has sufficient knowledge and experience in financial and business matters to be able to evaluate the risks and merits of the investment represented by the purchase of all or a portion of the Bonds, and to be able to evaluate the creditworthiness of The Coacheila Valley Housing Coalition, a California nonprofit public benefit corporation (the "Borrower"), and the credit quality of the Loan Agreement (defined below) and the Bonds. 2. The Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the United States Securities Act of 1933, as amended. 3. No official statement, prospectus, disclosure document or other comprehensive offering statement containing material information with respect to the Borrower and the Bonds is being issued. The Purchaser has made its own inquiry and analysis, to the extent it has deemed appropriate with respect to the Borrower, the security for the Bonds and the ability of the Borrower to fulfill its obligations under the Loan Agreement (the "Loan Agreement") dated as of March 1, 1996, by and among the Borrower, the Redevelopment Agency of the City of Temecula (the "Issuer") and First Trust of California, National Association, as trustee (the "Trustee"), and the Supplemental Agreement and the Deed of Trust (as such terms are used in the Loan Agreement). The Purchaser understands that no financial information or statistical data in connection with this transaction was reviewed by the Issuer or the Trustee. 4. The Purchaser either has been supplied with or has had access to such information as it has requested relating to its investment decision to purchase the Bonds. B-1 Redevelopment Agency of the City of Temecula First Trust of California, National Association [date of transfer] Page 2 5. The Purchaser acknowledges that none of the Issuer, the Trustee or any Bond Counsel has made any representation regarding the quality, creditworthiness or liquldity of the Bonds. 6. The Bonds (a) are not being registered under the Securities Act of 1933, as amended, and are not being registered or otherwise qualified for sale under the "Blue Sky" laws or regulations of any state, Co) will not be listed on any stock or other securities exchange, (c) will not carry a rating from any rating service, and (d) may not be readily marketable. The Purchaser agrees and acknowledges that so long as the Bonds are in authorized denominations of $1,000 or more the Bonds cannot be sold unless (i) they are subsequently registered under such acts or an exemption from such registration is available, and (ii) any such purchaser delivers a letter substantially in the form of this letter and addressed and delivered to the same addressees, along with any other documents required under Section 2.05(b) of the Indenture referenced in the Loan Agreement. 7. The Purchaser is able to bear the economic risk of the investment represented by its purchase of the Bonds. 8. The Purchaser is acquiring the Bonds for its own account for investment and not with a view to dividing its participation with others or with a view to, or for resale in connection with, a "distribution" (as that term is used in United States Securities Act of 1933, as amended, and Rules and Regulations of the Securities and Exchange Commission promulgated thereunder) of all or any portion thereof; provided, however, that the disposition of the Bonds shall at all times be and remain within the Purchaser's control. The Purchaser has no present intention of selling, negotiating or otherwise disposing of the Bonds or any participation therein. 9. The Purchaser shall not assign or offer the Bonds for sale without complying with all applicable securities laws and the applicable provisions of the Indenture referenced in the Loan Agreement. By: B-2 EXHIBIT C MONTHLY PRINCIPAL AMORTIZATION TABLE Principal Amount to be Redeemed on Interest Payment Month Date in such month Month Principal Amount to be Redeemed on Interest Payment Date in such month [to come] Notwithstanding the foregoing,.the sinking fund amount for each month following the Reset Date to and including the date of maturity of the Bonds shall be redetermined by the Majority Owner within five (5) Business Days of the Reset Date, and shah be equal to the quotient obtained by dividing (i) the sum of the amount of principal which would be paid each such month during such period if the Outstanding principal amount of the Bonds as of the Reset Date were amortized, in equal monthly payments of principal and interest, over a period commencing with the first day of the month in following the Reset Date and ending the date of maturity of the Bonds, at a rate equal to the Reset Rate, by (ii) 120. The Majority Owner shall provide the Trustee and the Borrower with written notice of the revised sinking fund payments to be in effect from and after the Reset Date. C-1 30050-0l JHHW:P.[T:cra 03/06/96 J2087 03/19/96 LOAN AGREEMENT Among the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA HRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee and THE COACHELLA VALLEY HOUSING COALITION Dated as of Ma~rch 1, 1996 Relating to: Redevelopment Agency of the City of Temecula Mullifamily Housing Revenue Bonds, 1996 Issue A (Rancho West Apartments) TABLE OF CONTENTS Section 1,01. Section 1.02. Section 2.01. Section 2.02. Section 2.03. Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. Section 5.08. Section 5.09. Section 5.10. Section 5.11. Section 5.12. Section 5.13. Section 5.]4. Section 5.15. Section 5.16. Section 5.17. Section 5.18. ARTICLE I DEFINITIONS AND CONSTRUCTION Definition of Terms ...............................................................................................2 Rules of Construction ............................................................................................2 ARTICLE II GENERAL REPRESENTATIONS AND AGREEMENTS Representations and Agreements of the Issuer .......................................................3 Representations and Agreements of the Trustee .....................................................3 Representations and Agreements of the Borrower ..................................................3 ARTICLE III FINANCING OF THE PROJECT; ISSUANCE OF THE BONDS Agreement to Issue Bonds; Application of Bond Proceeds .......................................8 Disbursement From the Program Fund .................................................................8 Investment of Moneys; Arbitrage ..........................................................................8 Limited Liability ..................................................................................................8 ARTICLE 1V LOAN OF PROCEEDS; PAYMENT PROVISIONS Loan of Bond Proceeds ........................................................................................10 Loan Repayment and Payment of Other Amounts ...............................................10 Unconditional Obligations ..................................................................................12 Assignment of lssuer's Rights...~ ..........................................................................13 Amounts Remaining in Bond Fund .....................................................................13 ARTICLE V SPECIAL COVENANTS AND AGREEMENTS Right of Access to the Project and Records ............................................................14 Maintenance of Existence; Assignments ...............................................................14 Statement of Compliance; Notice of Certain Events ...............................................15 Insurance; Maintenance and Repair .....................................................................16 Additional Instruments .......................................................................................16 Tax-Exempt Status of Bonds .................................................................................16 Regulatory Agreement .......................................................................................17 Supplemental Agreement; Deed of Trust .............................................................17 Indenture ...........................................................................................................18 No Untrue Statements .........................................................................................18 Useful Life .........................................................................................................18 Title to the Project ...............................................................................................]8 Federal Guarantee Prohibition ............................................................................18 Prohibited Facilities ............................................................................................18 Payment of Obligations ......................................................................................18 Limitation on Indebtedness .................................................................................18 Accounting Records; Reports ...............................................................................19 Continuing Disclosure to Owners ........................................................................]9 ARTICLE VI DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF PROCEEDS Section 6.01. Obligation to Continue Payments ........................................................................20 Section 6.02. Application of Net Proceeds ................................................................................20 Section 6.03. Insufficiency of Net Proceeds ...............................................................................20 Section 7.01. Section 7.02. Section 7.03. Section 7.134. Section 7.05. Section 7.06. ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Events of Default ................................................................................................21 Remedies on Default ..........................................................................................21 Agreement to Pay Attorneys' Fees and Expenses .................................................23 No Remedy Exclusive .........................................................................................24 No Additional Waiver Implied by One Waiver ...................................................24 Notice of Certain Events ......................................................................................24 Section 8.01. Section 8.02. Section 8.03. ARTICLE VIII PREPAYMENT Prepayment of Loan ...........................................................................................25 Redemption of Bonds Upon Prepayment .............................................................25 Amount of Prepayment ......................................................................................25 ARTICLE IX LIMITATION ON LIABILITY OF ISSUER; EXPENSES; INDEMNIFICATION Section 9.01. Limitation on Liability of Issuer ...........................................................................27 Section 9.02. Expenses ............................................................................................................27 Section 9.03. Indemnification ..................................................................................................27 Section Section Section Section Section Section Section Section Section Section ARTICLE X MISCELLANEOUS 10.01. Notices ...............................................................................................................30 10.02. Severability ........................................................................................................30 10.03. Execution of Counterparts ...................................................................................30 10.04. Amendments, Changes and Modifications ...........................................................30 10.05. Governing Law ..................................................................................................30 10.06. Authorized Representatives ................................................................................30 10.07. Term of the Agreement ......................................................................................30 10.08. Binding Effect .....................................................................................................31 10.09. Capadty of Trustee .............................................................................................31 10.10. Arbitration .........................................................................................................31 EXHIBIT A - FORM OF PROMISSORY NOTE EXHIBIT B - FORM OF FUNDING REQUISITION LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of March 1, 1996, by and among the REDEVEL,OPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, organized and existing under the laws of the State of California (the "Issuer"), FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as trustee under that certain Indenture of Trust, dated as of March 1, 1996, by and between the Issuer and said trustee (the "Trustee") and THE COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation (the "Borrower"), RECITALS WHEREAS, the Issuer is authorized by Chapter 7.5 of Part 1 of Division 24 of the Health and Safety Code of the State of California (the "Act") to issue revenue bonds for the purpose of making loans to nonprofit organizations to finance the acquisition of multifamily rental housing developments located in the jurisdiction of the Issuer; and WHEREAS, the Borrower has requested the assistance of the Issuer in financing a multifamily rental housing development known as Rancho West Apartments located in the City of Temecula (the "Project"), and as a condition to the granting of such financial assistance, the Borrower has agreed to enter into a Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), setting forth certain restrictions with respect to the Project; and WHEREAS, after due investigation and deliberation, the Issuer has determined to assist in the financing of the Project by issuing the Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments) (the "Bonds"), in the principal amount of $ , and making a loan to the Borrower of such principal amount (the "Loan"), upon the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, in consideration of the premises and the respective representations and covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.01. Definition of Terms. Unless the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings specified in the Regulatory Agreement or in Section 1.01 of the Indenture of Trust, dated as of March 1, 1996 (the "Indenture"), by and between the Issuer and the Trustee, providing for the issuance of the Bonds, as such Indenture is originally executed or as it may from time to time be supplemented or amended as provided therein. Section 1.02. Rules of Construction. (a) The singular form of any word used herein, including the terms defined in Section 1.01 of the Indenture, shall include the plural, and vice versa. The use herein of a word of any gender shall include correlative words of all genders. (b) Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivisions of this Agreement as originally executed. The words "hereoF', "herein", "hereunder" and words of similar import refer to this Agreement as a whole. (c) The headings or titles of the several articles and sections, and the table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof. ARTICLE II GENERAL REPRESENTATIONS AND AGREEMENTS Section 2.01. Representations and Agreements of the Issuer. The Issuer makes the following representations and agreements as the basis for its undertakings herein contained: (a) The Issuer is a public body, corporate and politic, duly organized and existing under the laws of the State of California. By proper action, the Issuer has authorized the execution, delivery and due performance by it of this Agreement. (b) To finance the acquisition and rehabilitation by the Borrower of the Project, the Issuer will issue the Bonds, which will mature, bear interest and be subject to redemption as set forth in the Indenture. (c) The Bonds will be issued under and secured by the Indenture, pursuant to which the Issuer's interest in this Agreement (except certain rights of the Issuer to payment for fees, expenses and indemnification and certain rights of enforcement), the Supplemental Agreement and in the Deed of Trust will be pledged to the Trustee as security for payment of the principal of, premium, if any, and interest on the Bonds. (d) The Issuer has not pledged and will not pledge its interest in this Agreement for any purpose other than to secure the Bonds under the Indenture. (e) The Issuer is not in violation of any of the provisions of the laws of the State of California which violation would affect its existence or its powers referred to in this Section 2.01. (f) No officer or otl~er official of the Issuer has any personal financial interest whatsoever in the Project or the Borrower or in the transactions contemplated by this Agreement. Section 2.02. Representations and Agreements of the Trustee. The Trustee makes the following representations and agreements, to and for the benefit of the Issuer, the Borrower and the owners of the Bonds, as the basis for its undertakings herein and in the Indenture contained: (a) The Trustee has been duly organized under the laws of the United States of America and is validly existing as a national banking association in good standing under the laws governing its creation, with full power to own its properties and conduct its business. (b) This Agreement and the Indenture have been duly authorized, executed and delivered by the Trustee and when duly executed and delivered by the other parties thereto, such agreements will constitute the legal, valid and binding obligation of the Trustee enforceable against the Trustee in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, or other laws or equitable principles limiting creditors' rights generally. The Trustee makes no representation as to the availability of specific performance or other equitable remedies. Section 2.03. Representations and Agreements of the Borrower. The Borrower makes the following representations and agreements as the basis for its undertakings herein contained: 3 (a) The Borrower is a nonprofit public benefit corporation organized and existing under the laws of the State of California, is in good standing in the State of California, has the full legal power and authority to own its properties and assets and to carry on its business as now conducted and as contemplated to be conducted hereunder and under the Supplemental Agreement, the Deed of Trust and the Reguiatory Agreement, and has the power to enter into and has duly authorized the execution and delivery of this Agreement and all other documents contemplated hereby to be executed by the Borrower, including, without limitation, the Regulatory Agreement, the Supplemental Agreement and the Deed of Trust. (b) Neither the execution and delivery of this Agreement, the Supplemental Agreement, the Regulatory Agreement, the Deed of Trust or any other document in connection with the financing of the Project, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of the articles of incorporation of the Borrower, or any agreement or instrument to which the Borrower is now a party or by which the Borrower is bound, or constitutes a default (with due notice or the passage of time or both) under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Borrower under the terms of any instrument or agreement to which the Borrower is now a party or by which it is bound. (c) The Project is located wholly within the City of Temecula, California. (d) The Borrower shaH, on the Closing Date, acquire title to the Project sufficient to carry out the purposes of this Agreement, the Regulatory Agreement, the Deed of Trust and the Supplemental Agreement, and such title shall be in and remain in the Borrower except as granted pursuant to the Deed of Trust and as permitted by Section 5.02 hereof and the RegulatOry Agreement. (e) The Borrower shall make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exclusion from gross income under federal tax law of interest on the Bonds. The Borrower intends to utilize the Project as a multifamily rental housing development during the term of the Qualified Project Period (as defined in the Regulatory Agreement). (f) No portion of the proceeds of the Bonds will be used for costs of issuance of the Bonds in excess of an amount equal to two percent (2%) of the principal amount of the Bonds, less original issue discount (if any) on the Bonds, all within the meaning of section 147(g)(1) of the Code. (g) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending, or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its properties or its rights, which, if adversely determined, would materially impair its right to carry on business substantially as now conducted or as now contemplated to be conducted, or would materially adversely affect its financial condition. The Borrower is not in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party. (h) The operation of the Project in the manner presently contemplated and as described herein, in the Supplemental Agreement, the Deed of Trust and in the Regulatory Agreement will not conflict with any zoning, water or air pollution or other ordinance, order, law or regulation applicable thereto. The Borrower will cause the Project to be operated in accordance with all applicable federal, state and local laws or ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality. (i) On and after the Closing Date, the Borrower will file or cause to be filed all federal, state and local tax returns which are required to be filed, and will pay or cause to be paid all taxes as shown on said returns or on any assessment received by it, when and as such taxes become due. (j) No officer or other official of the Issuer has any financial interest whatsoever in the Project or the Borrower or in the transactions contemplated by this Agreement. (k) The Borrower has obtained all necessary certificates, approvals, permits and authorizations with respect to the operation of the Project from applicable local governmental agencies and agencies of the State of California and the federal government (1) Any written information furnished by the Borrower to the Original Purchaser, insofar as such information relates to the Borrower and the Project, is accurate in all material respects and does 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 made therein, in light of the circumstances under which they were made, not misleading. (m) The Borrower acknowledges, represents and warrants that it understands the nature and structure of the Project; that it is familiar with the provisions of all of the documents and instruments relating to the financing of the Project to which it or the Issuer is a party or of which it is a beneficiary; that it understands the risks inherent in such transactions, including without limitation the risk of loss of the Project; and that it has not relied on the Issuer for any guidance or expertise in analyzing the financial or other consequences of such financing transactions or otherwise relied on the Issuer in any manner except to issue the Bonds in order to provide funds for the Loan. (n) The Borrower intends to hold the Project for its own account, has no current plans to sell and has not entered into any agreement to sell the Project. (o) The Borrower has contacted all "related persons" thereof (within the meaning of section 147(a) of the Code); and neither it nor any of them shall, at any time, pursuant to any arrangement, formal or informal, acquire any Bond. (p) The Borrower will comply with the provisions of the Regulatory Agreement, the Supplemental Agreement and the Deed of Trust. (q) Any certificate signed by a representative of the Borrower and delivered pursuant to this Agreement, the Supplemental Agreement, the Deed of Trust, the Regulatory Agreement or the Indenture shall be deemed a representation and warranty by the Borrower as to the statements made therein. (r) In the event the Loan proceeds are not sufficient to complete the financing of the acquisition and rehabilitation of the Project and the payment of all costs of issuing the Bonds, the Borrower will furnish any additional moneys necessary to complete the financing of the acquisition and rehabilitation of the Project and the payment of all costs of issuing the Bonds. (s) Within the meaning of section 147(b) of the Code, the average maturity of the Bonds does not exceed one hundred twenty percent (120%) of the average reasonably expected remaining economic life of the facilities financed with the proceeds of the Bonds. (t) The Borrower is an organization described in section 501(c)(3) of the Code and has received notice from the Internal Revenue Service granting the Borrower tax- exempt status under section 501(a) of the Code. (u) No activities constituting an unrelated trades or businesses, determined by applying section 513(a) of the Code, will be conducted with respect to the portion of the Project financed with the Bonds. (v) All of the proceeds from the Loan plus the income from the investment of the proceeds of the Loan will be used to pay or reimburse the Borrower for Project Costs and at least 97% of such amount will be used to pay or reimburse the Borrower for Qualified Project Costs. The Borrower shall assure that the proceeds of the Bonds are expended so as to cause the Bonds to constitute "qualified 501(c)(3) bonds" within the meaning of section 145 of the Code. (w) All property provided with the proceeds of the Bonds will be owned (as ownership is determined for purposes of federal income taxation) by the Borrower, by an organization described in section 501 (c)(3) of the Code or by a governmental unit. (x) The Borrower covenants to comply with the provisions of section 145(b) of the Code so as to assure that the aggregate amount of bonds allocated to the Borrower does not exceed the limits specified in that section. (y) The Borrower covenants to maintain its status as an organization described in section 501(c)(3) of the Code and its exemption from federal income taxation under section 501 (a) of the Code. (z) The Borrower covenants that no part of the portion of the Project financed with proceeds of the Loan will be used for (i) activities constituting unrelated trades or businesses, determined by applying section 513(a) of the Code, or (ii) activities constituting any trade or business of an entity other than an organization described in section 501(c)(3) of the Code or a governmental unit, if such use adversely affects the exclusion from gross income for federal income tax purposes of interest on the Bonds. (aa) The Borrower is aware of the provisions of section 150(b)(3) of the Code and covenants that any use of the property financed with the proceeds of the Loan by other than an organization described in section 501(c)(3) of the Code or a governmental unit (as described in Section 145 of the Code) will not be such as to cause the Borrower to violate the covenants contained in paragraphs (w) and/or (z) above. (bb) The estimated total cost of the financing of the acquisition and rehabilitation of the Project is equal to or in excess of the principal amount of the Loan. (cc) The Borrower has not knowingly taken or permitted to be taken and will not knowingly take or permit to be taken any action which would have the effect, directly or indirectly, of causing interest on any of the Bonds to be included in the gross income of the owners thereof for purposes of federal income taxation. 6 (dd) The Borrower covenants that it shall not take, or permit or suffer to be taken by the Trustee 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 Closing Date would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code. 7 ARTICLE IH HNANCING OF THE PROJECT; ISSUANCE OF THE BONDS Section 3.01. Agreement to Issue Bonds; Application of Bond Proceeds. To provide funds to finance the acquisition and rehabilitation by the Borrower of the Project, the lssuer agrees, upon the terms and conditions set forth in this Agreement and the Indenture, that it will issue under the Indenture, sell and cause to be delivered to the purchasers thereof, the Bonds, bearing interest at the rates and payable as to principal, interest and premium, if any, at the times and in the amounts as set forth in the Indenture. The Issuer will thereupon deposit the proceeds received from the sale of the Bonds with the Trustee as provided in the Indenture. Section 3.02. Disbursement From the Program Fund. The Issuer has authorized and directed the Trustee under Section 3.02 of the Indenture to disburse moneys from the Program Fund created pursuant to the Indenture to pay or to reimburse the Borrower for Project Costs for the acquisition and rehabilitation of the Project, but only if, except as otherwise provided in Section 3.03 of the Indenture, the Trustee shall have received a Funding Requisition executed by an Authorized Borrower Representative and approved by the Majority Owner, with respect to each requested disbursement or construction advance. Each Funding Requisition shall be signed by an Authorized Borrower Representative and state with respect to each disbursement to be made: (a) the requisition number, (b) the amount to be disbursed, (c) that each obligation mentioned therein is a Project Cost, has been properly incurred, is a proper charge against the Program Fund and has not been the basis of any previous disbursement, (d) that the expenditure of such disbursement when added to all previous disbursements from the Program Fund will result in not less than 97 percent of all disbursements from the Program Fund having been used to pay or reimburse the Borrower for Qualified Project Costs, (e) that the Regulatory Agreement and the Deed of Trust are in full force and effect, and (f) that no event of default then exists under the Supplemental Agreement, the Note, the Regulatory Agreement, the Deed of Trust or this Agreement. Upon receipt of a Funding Requisition properly executed by the Borrower and approved by the Majority Owner, the Trustee will disburse moneys from the Program Fund in accordance with such Funding Requisition and, except for the negligence or willful misconduct of the Trustee, the Borrower shall hold the Trustee harmless against any and all losses, claims or liability incurred in connection with the Trustee directly making such disbursements from the Program Fund. All disbursements shall be as directed in the Funding Requisition as consented to in writing by the Majority Owner. None of the Majority Owner, the Trustee nor the Issuer shall be responsible for the application by the Borrower of moneys disbursed from the Program Fund. Section 3.03. Investment of Moneys; Arbitrage. Upon written direction of the Borrower, any moneys in any fund or account held by the Trustee under the Indenture shall be invested or reinvested by the Trustee in Investment Securities as provided in the Indenture, and the Borrower hereby approves such provisions of the Indenture and directs the Trustee to make such investments, subject to the covenants of Section 5.06(b) hereof. Section 3.04. Limited Liability. All obligations of the lssuer incurred hereunder shall be special, limited obligations of the Issuer, payable solely and only from the funds and accounts pledged therefor under the Indenture. The Bonds, and the interest thereon, do not constitute a debt, liability, general or moral obligation or pledge of the faith or loan of the credit of the Issuer, the State or any other political subdivision of the State, within the meaning of any constitutional or statutory limitation or provisions. Neither the faith and credit nor any taxing power of the Issuer, the State or any political subdivision thereof is pledged to the payment of the principal of or premium, if any, or interest on the Bonds or any other costs incident thereto. Section 4.03. Unconditional Obligations; Non-Recourse Provisions. The obligations of the Borrower to make the payments required by Section 4.02 hereof to the Issuer or the Trustee and to perform and observe the other agreements on its part contained herein for the benefit of the Issuer, the Bondowners and the Trustee shall be absolute and unconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have against the Issuer or the Trustee, and during the term of this Agreement, the Borrower shall pay absolutely net the payments to the Issuer, the Bondowners or the Trustee required hereunder, free of any deductions and without abatement, diminution or set-off. Until such time as the principal of, premium, if any, and interest on the Bonds shall have been fully paid, or provision for the payment thereof shall have been made as required by the Indenture, the Borrower (i) will not suspend or discontinue any payments to the Issuer or the Trustee provided for in Section 4.02 hereof; (ii) will perform and observe all of its other covenants for the benefit of the Issuer and the Trustee contained in this Agreement; and (iii) except as provided in Article VIII hereof, will not terminate this Agreement for any cause, including, without limitation, the occurrence of any act or circumstances that may constitute failure of consideration, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision or either of these, or any failure of the Issuer or the Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement or the Indenture, except to the extent permitted by this Agreement. Notwithstanding any provision of this Agreement or the Project Loan Documents (as defined in the Regulatory Agreement) to the contrary, prior to any Act of Bankruptcy the Borrower shall not be personally liable for the amounts owing to the Issuer or the Trustee hereunder (other than for indemnity and fees as provided below) or under the Project Loan Documents; and the Issuer's and the Trustee's remedies in the event of a default hereunder or under the Project Loan Documents shall be limited to those remedies set forth in Section 7.02. In the event of a default hereunder or under the Supplemental Agreement and/or the Deed of Trust, except to the extent provided in the next two sentences, neither the Issuer nor the Trustee shall have the right to proceed directly against the Borrower or its members, or the right to obtain a deficiency judgment after foreclosure. Nothing in this Section 4.03 shall preclude the Issuer or the Trustee from proceeding directly against the Borrower for any obligation owed to the Issuer or the Trustee (and not described in Section 4.02(a) and/or otherwise assigned to the owners of the Bonds) related to the following: (i) the obligation of the Borrower to indemnify the Issuer and the Trustee under Section 9.03 hereof or Section 16 of the Regulatory Agreement; (ii) the obligation of the Borrower to make any payment to the Issuer or the Trustee required to be paid by the Borrower pursuant to the provisions of Sections 4.02(b), (c) or (d), 7.03 or 9.02 hereof, or under Section 16 or 23 of the Regulatory Agreement; (iii) the application by the Borrower in violation of the Deed of Trust or this Agreement of any condemnation award or insurance awards attributable to the Project; (iv) the application of rents or security deposits attributable to the Project other than as permitted by the Supplemental Agreement and/or the Deed of Trust and applicable law; (v) the collection of any rents in advance in violation of the provisions of the Supplemental Agreement and/or the Deed of Trust; (vi) the commission of fraud, intentional misrepresentations or waste in connection with the operation of the Project or the making of the Loan; (vii) loss sustained by reason of failure by the Borrower to provide and maintain insurance as required under this Agreement, the Supplemental Agreement and the Deed of Trust; (viii) the removal of any personalty or fixtures by the Borrower after the occurrence of any Event of Default; (ix) the obligation of the Borrower under any indemnification provision regarding hazardous materials; (x) failure to pay taxes, assessments or other charges which would create liens on any portion of the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of any such taxes, assessments or other charges); and (xi) any amounts owing under indemnity provisions that relate to liabilities to third parties resulting from acts or omissions of the Borrower and/or from 12 the ownership, occupancy or use of the Property, all of which obligations shall constitute recourse obligations of the Borrower. In addition, in the event of an Act of Bankruptcy, all obligations of the Borrower hereunder to the Issuer or the Trustee (and not otherwise assigned hereunder to the Bondowners) shall become recourse obligations. The obligations of the Borrower under Section 4.02(a) hereof to make payments under the Note and otherwise hereunder and under the Supplemental Agreement and the Deed of Trust to or for the benefit of (or otherwise assigned to the Trustee for the benefit of) the Bondowners shall be subject to any recourse provisions contained in the Supplemental Agreement. Section 4.04. Assignment of Issuer's Rights. As security for the payment of the Bonds, the Issuer in the Indenture assigns to the Trustee certain of the Issuer's rights under this Agreement and the Deed of Trust, if any, including the right to receive payments hereunder (except for the right of the Issuer to receive certain payments, if any, with respect to fees, expenses and indemnification under Sections 4.02(c) and (d), 7.03, 9.02 and 9.03 hereof), and the Issuer hereby directs the Borrower to make the payments required hereunder (except such payments for Issuer fees, expenses and indemnification) and under the Supplemental Agreement, if any, and the Deed of Trust, if any, directly to the Trustee (except for any payments to be made by the Borrower thereunder directly to the owners of the Bonds, which payment shall be made directly to the owners of the Bonds as provided therein). The Borrower hereby assents to such assignment and agrees to make payments directly to the Trustee without defense or set-off by reason of any dispute between the Borrower and the Issuer or the Trustee. By virtue of such assignment, the Trustee shah have the right to enforce the obligations of the Borrower hereunder and under the Supplemental Agreement, the Note and the Deed of Trust. The Issuer hereby agrees, for the benefit of the Bondowners, that any obligation of the Borrower hereunder or under the Regulatory Agreement to make payments to the Issuer shah be subordinate to the obligations of the Borrower to make the payments provided for in Section 4.02(a) hereof; provided, however, that the obligations of the Borrower under Section 9.03 hereof and Section 16 of the Regulatory Agreement shall not be subordinate, but shall rank equally (with respect to the Project and the revenues therefrom) with the obligations of the Borrower under Section 4.02(a) hereof. Section 4.05. Amounts Remaining in Bond Fund. It is agreed by the parties hereto that after (i) payment in full of the Bonds, or provision for such payment having been made as provided in the Indenture, (ii) payment of all fees, charges and expenses of the Trustee and any paying agents in accordance with the terms of the Indenture, and (iii) payment of all other amounts required to be paid under this Agreement, the Supplemental Agreement, the Deed of Trust and the Indenture, any amounts remaining in the Bond Fund held by the Trustee under the Indenture shah be paid by the Trustee to the Borrower. 13 ARTICLEV SPECIAL COVENANTS AND AGREEMENTS Section 5.01. Right of Access to the Project and Records. The Borrower agrees that during the term of this Agreement the Issuer, the Majority Bondowner the Trustee and the duly authorized agents of any of them shall have the right at all reasonable times and upon reasonable notice during normal business hours to enter upon the site of the Project to examine and inspect the Project, and to otherwise have access to the books and records of the Borrower with respect to the Project. Section 5.02. Maintenance of Existence; Assignments. (a) The Borrower agrees that during the term of this Agreement it will remain in good standing and qualified to do business in the State of California and will maintain its existence as a California nonprofit public benefit corporation, will not dissolve or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it; provided, however, that the Borrower may so combine, consolidate with, or merge into another entity existing under the laws of one of the states of the United States, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve, provided that there is no Event of Default then in existence or event which with the giving of notice or the passage of time, or both, would constitute an Event of Default, and that the surviving, resulting or transferee entity, as the case may be, (i) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder, and (ii) qualifies to do business in the State of California, and (iii) will not result in a violation of any covenants of the Borrower in Section 2.03(w), (x), (z) or (aa) hereof. (b) The rights and obligations of the Borrower under this Agreement may be assigned by the Borrower to any person in whole or in part, in connection with and in proportion to, any conveyance of all or part of the Project which complies with Section 10 of the Regulatory Agreement; provided that (i) the assignee shall assume in writing the obligations of the Borrower hereunder to the extent of the interest assigned, and a copy of such instrument of assumption shall be delivered to the lssuer and the Trustee within ten (10) days after the execution thereof; and (ii) the Borrower shall remain liable for its obligations hereunder to the extent of any interest not so assigned. (c) The rights and obligations of the Borrower under this Agreement may also be assigned by the Borrower to any person in whole or in part, subject, however, to each of the following conditions: (i) No assignment other than pursuant to subsection (a) or (b) of this Section shall relieve the Borrower from primary liability for any of its obligations hereunder, and in the event of any assignment not pursuant to subsection (a) or (b) of this Section the Borrower shall continue to remain primarily liable for the payments specified in Section 4.02 hereof and for performance and observance of the other agreements on its part herein provided to be performed and observed by it. 14 (ii) Any assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to perform its obligations under this Agreement, the Supplemental Agreement and the Regulatory Agreement, and any assignee of the Borrower shall assume, subject to the provisions of Section 4.03, the obligations of the Borrower hereunder and under the Supplemental Agreement and the Regulatory Agreement to the extent of the interest assigned. (iii) The Borrower shaH, within thirty days after delivery thereof, furnish or cause to be furnished to the Issuer and the Trustee a true and complete copy of each such assignment together with an instrument of assumption. (d) In the event of consolidation, combination, merger, sale, dissolution or assignment pursuant to this Section 5.02, the Borrower shall provide the Trustee with an opinion of Bond Counsel acceptable to the lssuer to the effect that any such action would not adversely affect the exclusion of interest on any Bonds from gross income for federal income tax purposes. (e) Notwithstanding any other provision of this Agreement, (i) no sale, transfer or assignment of the Project or the Borrower's obligations under this Agreement shah in any way terminate or otherwise affect any obligations of the Borrower under any separate indemnification or other agreement to or for the benefit of the Issuer, the Bondowners or the Trustee, and (ii) following any foreclosure of the lien of the Deed of Trust (or conveyance of a deed in lieu thereof), and transfer of the Project to an entity unrelated to the Borrower, the owner of the Project following such event shah be deemed to be the Borrower hereunder, provided that: (A) such owner shall assume in writing aH obligations of the Borrower hereunder and under the Regnlatory Agreement, the Supplemental Agreement and the Deed of Trust arising following such foreclosure and transfer, and (B) any applicable requirements of Section 10 of the Regulatory Agreement have been satisfied. (f) Notwithstanding any other provision hereof, any transfer of the Project or the Borrower's obligations hereunder shall be subject to the prior written consent of the Majority Owner. Section 5.1B. Statement of Compliance; Notice of Certain Events. (a) The Borrower will deliver to the Issuer, any Majority Owner and the Trustee, within 90 days after the end of each calendar year, a written statement signed by an Authorized Borrower Representative stating, as to the signer thereof, that (i) a review of the activities of the Borrower with respect to the Project during such year and of performance under this Agreement, the Supplemental Agreement, the Deed of Trust and the Regulatory Agreement has been made under their supervision, and (li) to the best of the knowledge of such Representative, based on such review, the Borrower has fulfilled all its obligations under such documents throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Representative and the nature and status thereof. (b) The Borrower hereby covenants to notify the Issuer, any Majority Owner and a Responsible Officer of the Trustee in writing of the occurrence of any Event of Default hereunder or under the Deed of Trust, the Supplemental Agreement or the Regulatory Agreement or any event which, with the passage of time or service of notice, or both, would constitute an Event of Default hereunder or under the Deed of Trust, the Supplemental Agreement or the Regulatory Agreement, specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with 15 respect thereto. Such notice shall be given promptly, and in no event less than five (5) Business Days after the Borrower receives notice or knowledge of the occurrence of any such event. The Borrower further agrees that it will give prompt written notice to the Trustee and the Issuer if insurance proceeds or condemnation awards are received with respect to the Project and are not used to repair or replace the Project, which notice shall state the amount of such proceeds or award. Section 5.04. Insurance; Maintenance and Repair. The Borrower agrees to insure the Project or cause the Project to be insured during the term of this Agreement for such amounts and for such occurrences as are required under the Deed of Trust and the Supplemental Agreement. The Borrower shall pay for all premiums on such policies. The Borrower agrees to provide the Trustee with evidence of such insurance and to certify compliance with the insurance requirements by not later than April 1st of each year. The Trustee is entitled to conclusively rely on such certificate and shall be under no duty to investigate the underlying facts. The Borrower agrees to maintain the Project, or cause the Project to be maintained, during the term of this Agreement (i) in a reasonably safe condition, (li) in accordance with the requirements of the Deed of Trust, and (iii) in good repair and in good operating condition, ordinary wear and tear excepted, making from time to time all necessary repairs thereto and renewals and replacements thereof. Section 5.05. Additional Instruments. The Borrower hereby covenants to execute and deliver such additional instruments and to perform such additional acts as may be necessary, in the opinion of the lssuer or the Trustee, to carry out the intent hereof or to perfect or give further assurances of any of the rights granted or provided for herein or contemplated hereby. The Borrower agrees to file periodic continuation statements necessary to preserve the perfected security interests under the California Commercial Code in the Gross Revenues and personal property granted by the Borrower to the Trustee hereunder and under the Deed of Trust and the Supplemental Agreement. Section 5.06. Tax-Exempt Status of Bonds. (a) It is the intention of the parties hereto that interest on the Bonds shall be and remain excluded from the gross income of the owners thereof for purposes of federal income taxation and that the Bonds are to be Bank Qualified, and to that end the covenants and agreements of the Borrower in this Section and in Sections 2.03, 3.02, 3.03, 4.02(d), 4.03, 5.07 and 5.14 are for the benefit of the Trustee on behalf of and for each and every Owner of the Bonds. (b) The Borrower covenants and agrees that it will not use or permit the use of any of the funds provided by the Issuer hereunder or any other funds of the Borrower, directly or indirectly, or direct the Trustee to invest any funds held by it hereunder or under the Indenture, in such manner as would, or take or omit to take any other action that would cause any Bond to be an "arbitrage bond" within the meaning of section 148 of the Code and applicable regulations promulgated from time to time theretrader. (c) In the event that at any time the Borrower is of the opinion or becomes otherwise aware that for purposes of this Section 5.06 or Section 6.06 of the Indenture it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under the Indenture, the Borrower shall determine the limitations and so instruct 16 the Trustee in writing (with a copy to the Issuer) and cause the Trustee to comply with those limitations under the Indenture. The Borrower will take such action or actions as may be reasonably necessary in the opinion of Bond Counsel, or of which it otherwise becomes aware, to fully comply with Section 148 of the Code. (d) The Borrower will take such action or actions as necessary to ensure compliance with Sections 6.06 through 6.11 of the Indenture and with Section 2.03 (f) .and Sections 2.03 (s) through and including (dd) hereof. (e) The Borrower further warrants and covenants that it has not executed and will not execute any other agreement, or any amendment or supplement to any other agreement, with provisions contradictory to, or in opposition to, the provisions hereof, of the Indenture of the Supplemental Agreement, of the Deed of Trust or of the Regulatory Agreement, and that in any event, the requirements of this Agreement, the Supplemental Agreement and the Regulatory Agreement are paramount and controlling as to the fights and obligations herein set forth and supersede any other requirements in conflict herewith and therewith. Section 5.07. Regulatory Agreement. In order to maintain the exclusion from the gross income of the owners thereof for purposes of federal income taxation of interest on the Bonds and to assure compliance with the laws of the State of California (including the Act), the Borrower hereby agrees that it shall, concurrently with or before the execution and delivery of the Bonds, execute and deliver the Regulatory Agreement. The Regulatory Agreement shall be executed by the Borrower, the Issuer and the Trustee prior to the disbursement of any amounts on deposit in the Program Fund, except as otherwise provided in the Indenture. The Borrower shah comply with every term of the Reguhtory Agreement. The Borrower hereby acknowledges that in the event of a default under the Regulatory Agreement which is not cured, such default will constitute a breach of this covenant and if such breach is not cured the Loan may be accelerated. The Borrower agrees to cause any amendments to the Regulatory Agreement to be recorded in the appropriate official public records. The books and records of the Borrower pertaining to the incomes of and rents charged to Lower-Income Tenants residing in the Project shall be open to inspection by any authorized representative of the lssuer and the Trustee. In any event, however, the Trustee may rely, without further investigation or review, upon such books and records and all certificates and statements in connection therewith. Section 5.08. Supplemental Agreement; Deed of Trust. In order to provide additional security for the Bonds, the Borrower shall, concurrently with or before the execution and delivery of the Bonds, execute and deliver the Supplemental Agreement and the Deed of Trust. The Borrower shall comply with the provisions of the Supplemental Agreement and the Deed of Trust. Until the termination of the Supplemental Agreement (other than any provisions surviving the general termination of the Supplemental Agreement), the provisions of the Supplemental Agreement are hereby for all purposes incorporated by reference herein and shall have the same force and effect as i.f fully set forth in this Agreement. Notwithstanding any provision of this Agreement other than Sections 4.03 (only with respect to the Borrower's nonrecourse obligations to the lssuer), 9.03 (as to the Issuer only) and the last paragraph of Section 4.04 hereof, in the event of any inconsistency or conflict between the provisions of this Agreement and the Supplemental Agreement, during the time that the Supplemental Agreement is in effect (other than any provisions surviving the general termination thereof), the 17 Supplemental Agreement shall control and govern in all respects. The provisions of the preceding sentence shall not, in any event, apply to Sections 4.03 (with respect to the Borrower's non recourse obligations to the Issuer), 9.03 (as to the rights of the Issuer) and the last paragraph of Section 4.04 hereof. Section 5.09. Indenture. The Borrower hereby agrees to all of the terms and provisions of the Indenture and accepts each of its obligations expressed or implied thereunder. The Borrower hereby approves the initial appointment under the Indenture of the Trustee for the Bonds. Section 5.10. No Untrue Statements. Neither this Agreement nor any other document, certificate or statement furnished to the Trustee, the original purchaser of the Bonds or the lssuer by or on behalf of the Borrower, contains to the best of the Borrower's knowledge any untrue statement of a material fact or omits to state a material fact necessary in order to make the statement contained herein and therein not misleading as of the date hereof and as of the Closing Date. It is specifically understood by the Borrower that all such statements, representations and warranties furnished by or on behalf of the Borrower to the Issuer or its agents and the initial Bondholder shall be deemed to have been relied upon by the Issuer and the initial Bondholder as an inducement to make the Loan and to purchase the Bonds, respectively, and that if any such statements, representations and warranties were materially incorrect at the time they were made or as of the Closing Date, the Issuer may consider any such misrepresentation or breach an Event of Default hereunder. Section 5.11. Useful Life. Within the meaning of section 147 of the Code, the average maturity of the Bonds does not exceed 120 percent of the average reasonably expected remaining economic life of the facilities (as of the date hereof) being financed with the proceeds of the Bonds. Section 5.12. Title to the Project. On the Closing Date, the Borrower shall have fee title to the Project Site (as defined in the Regulatory Agreement), and shall at all times own the Project flee and clear of any lien or encumbrance except for any encumbrances permitted under the Supplemental Agreement and the Deed of Trust. Section 5.13. Federal Guarantee Prohibition. The Borrower shall take no action nor permit nor suffer any action to be taken if the result of the same would be to cause the Bonds to be "federally guaranteed" within the meaning of section 103 of the Code. Section 5.14. Prohibited Facilities. The Borrower represents and warrants that no portion of the proceeds of the Bonds shall be used to provide any airplane, skybox or other private luxury box, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises, all within the meaning of section 147(e) of the Code. Section 5.15. Payment of Obligations: Borrower hereby covenants and agrees to pay when due all monetary obligations of Borrower related to the Project, including, without limitation, any direct or indirect liability, contingent or otherwise, of Borrower related to the Project; subject, however, to Borrower's right to contest any such obligation in good faith and by appropriate proceedings so long as Borrower has established and maintains adequate reserves for the payment of the same and has made adequate provisions to stay the foreclosure of any lien related thereto. Section 5.16. Limitation on Indebtedness. The Borrower covenants and agrees that it will not incur any Indebtedness having priority in payment of principal or interest out of Revenues superior or equal to the payments to be made pursuant to this Loan Agreement. 18 Section 5.17. Accounting Records; Reports. (a) The Borrower covenants and agrees at all times to keep, or cause to be kept, proper books of record and account, prepared in accordance with generally accepted accounting principles, in which complete and accurate entries shall be made of all transactions of or in relation to the business, properties and operations of the Borrower related to the Project. Such books of record and account shall be available for inspection by the Issuer, the Majority Bondowner and the Trustee at reasonable business hours and under reasonable circumstances. (b) The Borrower covenants and agrees to provide the following: (i) provide the notices required by Section 5.03 and 7.06 hereof at the times required by said Sections; (ii) provide written evidence of insurance required under Section 5.04 by April 1st of each year; (iii) provide the Issuer with copies of financial information described in Section 4.1 H. of the Supplemental Agreement. (iv) such additional information as the Trustee, any Bondholder or the Issuer may reasonably request concerning the Project. Section 5.18. Continuing Disclosure to Owners. In addition to its obligations under Section 5.17, the Borrower hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Certificate. Notwithstanding any other provisions of this Agreement, failure of the Borrower to comply with the Continuing Disclosure Certificate shall not be considered a default hereunder; however, any Participating Underwriter (as defined in the Continuing Disclosure Certificate) or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the Borrower of its obligations under this Section 5.18, including seeking mandate or specific performance by court order. 19 ARTICLE VI DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF PROCEEDS Section 6.01. Obligation to Continue Payments. If prior to full payment of the Bonds (or provision for payment thereof in accordance with the provisions of the Indenture) the Project or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty, or title to, or the temporary use of, the Project or any portion thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, the Borrower shall nevertheless be obligated to continue to pay the amounts specified in Article IV hereof, to the extent not prepaid in accordance with Article VIII hereof. Section 6.02. Application of Net Proceeds. The Net Proceeds, if any, of any insurance or condemnation awards resulting from the damage, destruction or condemnation of the Project or any portion thereof shall be applied as required by the Supplemental Agreement and the Deed of Trust. Section 6.03. Insufficiency of Net Proceeds. If the Project or a portion thereof is to be repaired, restored, relocated, modified or improved pursuant to Section 6.02 hereof, and if the Net Proceeds are insufficient to pay in full the cost of such repair, restoration, relocation, modification or improvement, the Borrower will nonetheless complete the work or cause the work to be completed and will pay or cause tO be paid any cost in excess of the amount of the Net Proceeds. 20 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.01. Events of Default. Any one of the following which occurs and continues shall constitute an Event of Default: (a) failure by the Borrower to pay any amounts required to be paid under Section 4.02(a) or Section 8.01(a), (b) or (d) hereof, or under the Note, within five (5) days of the date any such payment is due in accordance with the terms hereof and of the Note, except that a failure of the Borrower to pay amounts required to be paid under Section 8.01(a) (in respect of a redemption of the Bonds under Section 4.01(c), (d) or (e) of the Indenture), 8.01(d) or any corresponding provision of the Note shall be an Event of Default if the Borrower fails to pay any such amount when due under such provisions hereof and/or of the Note; (b) the occurrence of an Act of Bankruptcy or the failure of the Borrower to maintain insurance required under Section 5.04 hereof; (c) failure by the Borrower to observe and perform any other covenant, condition or agreement on its part required to be observed or performed by this Agreement (including performance of its obligations under the Regulatory Agreement and excluding, for purposes of this Section 7.01(c), performance of its obligations under the Supplemental Agreement), and which continues for a period of thirty (30) days after written notice, specifying such failure and requesting that it be remedied, given to the Borrower by the Issuer, any Bondowner or the Trustee, unless the owners of a majority in principal amount of the Bonds then outstanding shall agree in writing to an extension of such time prior to its expiration; provided, however, that if the failure (other than a failure that can be cured by the payment of money, including a failure arising from nonpayment of the Trustee's or Issuer's fees and expenses) stated in the notice cannot be corrected within such period, the Bondowners shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted within such period and diligently pursued until the default is corrected, but in no event shall such corrective action exceed ninety (90) days; (d) the occurrence of an Event of Default under the Indenture; or (e) the receipt by the Trustee of notice from the Majority Owner of the occurrence of an Event of Default by the Borrower under and as such term is defined in the Supplemental Agreement. Section 7.02. Remedies on Default. (a) Whenever any Event of Default shall have occurred and shall continue, the Trustee may take any one or more of the following remedial steps: (1) The Trustee, without requirement for or any notice to the Borrower and with the prior written consent of the owners of a majority in principal amount of the Bonds then Outstanding (provided that no such consent shall be needed in connection with a default described in Section 7.01 (b)), shall immediately declare to be due and payable immediately the unpaid balance of the Loan, and, if the Loan is not immediately repaid in full, shall commence foreclosure proceedings under the Deed of Trust and the exercise of any rights and remedies thereunder pursuant to the terms thereof. 21 (2) The Issuer and/or the Trustee may have access to and may inspect, examine and make copies of the books and records and any and all accounts and data of the Borrower related to the Project. (3) The Trustee may take whatever action at law or in equity as may be necessary or desirable to collect the payments and other amounts then due and thereafter to become due or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement or the Deed of Trust, subject to the provisions of the second paragraph of Section 4.03 hereof. (4) The Trustee may institute any action or proceeding at law or in equity for the collection of any sums due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Borrower and collect in the manner provided by law the moneys adjudged or decreed to be payable, subject to the provisions of the second paragraph of Section 4.03 hereof. Notwithstanding the foregoing, the owners of a majority in principal of the Bonds Outstanding (i) may direct the exercise by the Trustee of any remedy available to the Trustee or any trust or power conferred on the Trustee pursuant to this Agreement, or (ii) may demand an assignment of the Trustee's rights of enforcement (of provisions for the benefit of the Bondowners) hereunder and elect to exercise any and all available remedies on behalf of all of the Bondowners. The Trustee may refuse to follow any such direction referred to in the preceding clause (i) that conflicts with law or this Agreement or the Indenture, or unless the Trustee shall have been provided with indemnity satisfactory to it in its reasonable discretion, or that may result in the personal liability of the Trustee, but the Trustee may in no event refuse to make any such assignment referred to in the preceding clause (ii). (b) In case the Trustee, the Bondowners or the Issuer shall have proceeded to enforce their respective fights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, the Bondowners or the lssuer, then, and in every such case, the Borrower, the Trustee, the Bondowners and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Bondowners, the Trustee and the Issuer shall continue as though no such action had been taken. (c) In case proceedings shall be pending for the bankruptcy or for the reorganization of the Borrower under the federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Borrower or in the case of any other similar judicial proceedings relative to the Borrower, or the creditors or property of the Borrower, then the Trustee shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount owing and unpaid pursuant to this Agreement and, in case of any judicial proceedings, to ~e such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee allowed in such judicial proceedings relative to the Borrower, its creditors or its property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute such amounts as provided in the Indenture after the deduction of its charges and expenses. Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized to make such payments to the Trustee, and to pay to the Trustee any reasonable amount due it for compensation and expenses, including expenses and fees of counsel incurred by it up to the date of such distribution. 22 (d) Notwithstanding anything in the Indenture, the Deed of Trust, the Supplemental Agreement or this Agreement to the contrary, the Trustee shall not be required to initiate foreclosure proceedings with respect to the Project, and shall not otherwise be required to acquire possession of, or take other action with respect to the Project which could cause it to be considered an "owner" or "operator" within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any other law dealing with the environmental matters or hazardous substances, unless the Trustee has sufficient comfort, based on previous determinations by experts on which Trustee can rely, including an environmental report, that: (A) the Project is in compliance with laws relating to Hazardous Substances (as referred to in Article V of the Supplemental Agreement) or, if not, that it would nevertheless be in the best economic interest of the Trustee and the Bondholders to take such actions as are necessary for the Project to comply therewith; (B) there are no circumstances present at the Project relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, contaminant, clean up or remedial action could be required under any Environmental laws, or that if any such materials are present for which such action could be required, that it would be nevertheless in the best economic interest of the Trustee and the Bondholders to take such actions with respect to the Project; (C) if the Trustee has determined that it would be in the best economic interest of the Trustee and the Bondholders, the Trustee must be satisfied that it will suffer no unreimbursed liabilities and will be adequately reimbursed for all liabilities, expenses and costs from available funds in Trustee's possession and control; and (D) if the Trustee has determined that it would be in the best economic interest of the Trustee and the Bondholders to take any such action and its aforementioned liabilities, expenses and costs are adequately reimbursed, the Trustee has so notified the Bondholders and has not received, within 30 days of such notification, instructions from owners of sixty percent (60%) or more in principal amount of the then Outstanding Bonds directing it not to take such action. If the foregoing conditions are not satisfied and the Trustee is not willing to waive such conditions and initiate foreclosure proceedings, then the Trustee shall take such actions as are reasonably necessary or appropriate in order to facilitate the appointment of a co°trustee, being a person or entity designated by the Owners of a majority in principal amount of the Bonds then Outstanding and to assign to such person or entity (subject, however, to the trusts created pursuant to the Indenture) the beneficial interest under the Deed of Trust, for the limited purpose of conducting a foreclosure of the Deed of Trust and receiving and holding any title to real property obtained as a result of such foreclosure, or shall otherwise make an assignment of its rights of enforcement to the Bondowners as described in clause (ii) of the second sentence of Section 7.02 (a) hereof. Persons or entities appointed as co-trustees or agents of the Trustee pursuant to this Section 7.02(d) shall not be required to meet the criteria of Section 8.07 of the Indenture, or any other criteria, in order to serve as such. Section 7.03. Agreement to Pay Attorneys' Fees and Expenses. In the event the Borrower should default under any of the provisions of this Agreement and any owner or group of owners of the Bonds then Outstanding, the Issuer or the Trustee should employ attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement on the part of the Borrower herein contained, the Borrower agrees to pay to such Bondowners, the Issuer or the 23 Trustee the reasonable fees and expenses of such attorneys and such other expenses so incurred by the Issuer, such Bondowners or the Trustee. Section 7.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shah be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exerdse any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required or required by law to be given. Such rights and remedies as are given the Issuer hereunder shah also extend to the Trustee, and the Trustee and the holders of the Bonds shall be deemed third party beneficiaries of all covenants and agreements herein contained. Section 7.05. No Additional Waiver Implied by One Waiver. In the event any agreement or covenant contained in this Agreement should be breached by the Borrower and thereafter waived by the Issuer or the Trustee, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 7.06. Notice of Certain Events. The Borrower hereby covenants to advise the Issuer and a Responsible Officer of the Trustee promptly in writing of the occurrence of any Event of Default hereunder (or under, and as defined in, the Supplemental Agreement) or any event which, with the passage of time or service of notice, or both, would constitute an Event of Default hereunder (or under, and as defined in, the Supplemental Agreement), specifying the nature and period of existence of such event and the actions being taken or proposed to be taken with respect thereto. In addition, the Borrower hereby covenants to advise the Issuer and a Responsible Officer of the Trustee promptly in writing of the occurrence of any default under the Deed of Trust, or of the occurrence of an Act of Bankruptcy. ARTICLE VIII PREPAYMENT Section 8.01. Prepayment of Loan. The Loan shall not be prepaid except as provided in this Section. No prepayment of the Loan shall relieve the Borrower of its obligations under the Regulatory Agreement during the Qualified Project Period. The Borrower shall be permitted or required to prepay, or shall be deemed to have prepaid, the Loan, in whole or in part, and the principal amount thereof shall be reduced accordingly, in an amount equal to the principal amount of Bonds redeemed and on the date of such redemption, as follows: (a) The Borrower shall be required to prepay the Loan in whole on the date necessary in order for the Bonds to be redeemed as provided in Section 4.01(d) and/or 4.01(e) of the Indenture. (b) The Borrower shall be required to prepay the Loan from the amount of any Net Proceeds of any insurance or condemnation award which are not used to repair or replace the Project pursuant to Section 6.02 hereof, the Supplemental Agreement, the Deed of Trust or Section 4.01 (a) of the Indenture. (c) The Borrower shall be permitted to prepay the Loan in whole on any Interest Payment Date on which the Bonds are subject to redemption pursuant to Section 4.01(c) of the Indenture, but only on at least 20 days' notice by the Borrower to the Trustee of such redemption accompanied by the amount to be due on such redemption (including any applicable premium). (d) The Borrower shall be required to prepay the full remaining balance of the Loan, upon the occurrence of an Event of Default and the acceleration of the Loan pursuant to Section 7.02 hereof. Section 8.02. Redemption of Bonds Upon Prepayment. Upon any prepayment of the Loan as provided in Section 8.01, the Trustee is required by the Indenture to call all or part of the Bonds for redemption under Section 4.01 of the Indenture. Section 8.03. Amount of Prepayment. In the event of any prepayment pursuant to Section 8.01, the amount of the Loan deemed to be prepaid shall be equal to the principal amount of Bonds redeemed as described in Section 8.02. The aggregate amount to be paid by the Borrower shall be equal to the redemption price of the Bonds to be redeemed, which redemption price shah include all principal and accrued interest due on the redemption date, together with an amount equal to any Redemption Premium due in connection with the redemption of the Bonds (or, in connection with a prepayment under Section 8.01(a) in connection with a redemption of Bonds pursuant to Section 4.01(e) of the Indenture, the aggregate amount to be paid by the Borrower shall be an amount equal to the Taxable Redemption Price, as defined in the Supplemental Agreement). In the case of prepayment of the Loan in full, the Borrower also shall pay to the Trustee an amount sufficient, together with other funds held by the Trustee and available for such purpose, to pay all reasonable and necessary fees and expenses of the Issuer, the Trustee and any paying agent accrued and to accrue through final payment of the Bonds and all other liabilities of the Borrower accrued and to accrue under this Agreement and any past due late fees or other amounts owing hereunder, or under the Note, the Deed of Trust or the Supplemental Agreement. In the case of partial prepayment of the Loan, the Borrower shall pay or cause to be paid to the Trustee an amount sufficient, 25 together with other funds held by the Trustee and available for such purpose, to pay expenses of redemption of the Bonds to be redeemed upon such prepayment. The Borrower agrees that it will not voluntarily prepay the Loan or any part thereof, except in amounts sufficient to redeem Bonds in an amount equal to at least in whole multiples of $500, and to pay any applicable redemption premium and accrued interest to the redemption date. 26 ARTICLE IX LIMITATION ON LIABILITY OF ISSUH~ EXPENSES; INDEMNIHCATION Section 9.01. Limitation on Liability of Issuer. The Issuer shah not be obligated to pay the principal of, or premium, if any, or interest on the Bonds, except from Revenues. The Borrower hereby acknowledges that the Issuer's sole source of moneys to repay the Bonds and to pay expenses related thereto will be provided by the payments made by the Borrower pursuant to this Agreement, together with other Revenues, or investment income on certain funds and accounts held by the Trustee under the Indenture, and hereby confirms that amounts available to pay all principal of, and premium, ff any, and interest on the Bonds as the same shall become due (whether by maturity, redemption, acceleration or otherwise), have been calculated to be at aH times sufficient for such purpose. Any obligation or liability of the Issuer created by or arising out of this Agreement (including, without limitation, any liability created by or arising out of the representations, warranties or covenants set forth herein or otherwise) shall not impose a debt or pecuniary liability upon the Issuer or a charge upon its general credit, but shah be payable solely out of the Revenues. Neither the issuance of the Bonds nor the delivery of this Agreement shall, directly or indirectly or contingently, obligate the Issuer to make any appropriation for their payment. Nothing in the Bonds or in the Indenture or this Agreement or the proceedings of the Issuer authorizing the Bonds or in the Act or in any other related document shall be construed to authorize the lssuer to create a debt of the Issuer within the meaning of any constitutional or statutory provision of the State of California. No breach of any pledge, obligation or agreement of the Issuer hereunder may impose any pecuniary liability upon the Issuer or any charge upon its general credit. Section 9.02. Expenses. The Borrower covenants and agrees to pay and to indemnify the Issuer, the Trustee and the Bondowners against all costs and charges, including reasonable fees and disbursements of attorneys, accountants, consultants and other experts, incurred in good faith in connection with this Agreement, the Bonds or the Indenture, except to the extent, with respect to the Trustee, made necessary by the negligence or willful misconduct of the Trustee. Section 9.03. Indemnification. The Borrower hereby covenants and agrees that it shah indemnify and hold harmless the Issuer, its officers, officials, members, employees and agents (each, an "lssuer Indemnitee"), and the Trustee and the Bondowners and their respective officers, officials, members, commissioners, directors, employees and agents from and against all claims, liabilities, obligations, damages, penalties, litigation, costs, charges and expenses (including without limitation reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), imposed on, incurred by or asserted against any Issuer Indemnitee, the Trustee or the Bondowners and arising from, resulting from, or in any way connected with or related to (i) any cause whatsoever in connection with the approval of tax-exempt financing for the Project or the making or administration of the Loan; (ii) any act or omission of the Borrower or any of its agents, servants, employees or licensees, in connection with the Loan or the Project; (iii) the operation, use, occupancy, maintenance, or ownership of the Project (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); (iv) the Trustee's acceptance or administration of the trusts under and/or the Issuer's execution of the Indenture, this Agreement, the Supplemental Agreement or the Regulatory Agreement, or the exercise or performance by the Issuer of any powers or duties under the Indenture, this Agreement, the Supplemental Agreement or the Regulatory Agreement, or (v) the issuance of any Bonds or any certifications or representations of the Borrower made in 27 connection therewith and the carrying out of any of the transactions contemplated by the Bonds, the Supplemental Agreement and the Regulatory Agreement; provided, however, that this provision shah not require the Borrower to indemnify any Issuer Indemnitee, the Trustee or any Bondowners from any claims, costs, fees, expenses or liabilities arising from the willful misconduct of such Issuer Indemnitee or the willful misconduct or gross negligence of the Trustee or Bondowner, as applicable. The indemnity provided in this Section shall include within its scope, without limitation, any and all active or passive negligence on the part of any Issuer indemnitee (other than willful misconduct) or any claims of combined negligence on the part of any Issuer Indemnitee and Borrower, to the extent such Issuer Indemnitee is not prohibited by law from contracting for indemnification against such active, passive or combined negligent conduct; any claims for wrongful death; any vicarious liability imposed upon any Issuer Indemnitee; and any liability imposed by law on any Issuer Indemnitee on a strict liability theory or pursuant to any local, state or federal environmental statute, regulation or law; and the Borrower expressly acknowledges that the scope of its obligation to indemnify, hold harmless and defend the Issuer extends to and includes all loss, costs, damages, expenses, suits, judgments, actions and liabilities of whatsoever nature arising out of or related to the issuer's obligations, liabilities and/or responsibilities with respect to the Americans with Disabilities Act of 1990, as amended, (the "ADA") insofar as they relate to the Project or arise out of the lssuer's issuance of the Bonds, including, but not limited to, any claim that the Project is inaccessible to or that the Borrower discriminates against disabled individuals; it being expressly agreed by the Borrower that the issuance of the Bonds and/or the making of the Loan are not willful misconduct excusing the Borrower from its indemnification obligations with respect to the Issuer's potential ADA liability. It is the express intention of the parties that Borrower shall indemnify each Issuer Indernnitee against any and all such liability hereunder, and that the foregoing indemnification with respect to the Borrower shall survive the termination of this Agreement. The Borrower also shah pay and discharge and shah indemnify and hold harmless each Issuer Indemnitee, the Bondowners and the Trustee from any taxes (including, without limitation, any ad valorera taxes and sales taxes, but not income taxes on fees and expenses paid to the Trustee), assessments, impositions and other charges in respect of the Project. In the event that any action or proceeding is brought against any Issuer Indemnitee or the Trustee or any Bondowner with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the indemnified party, shah assume the investigation and defense thereof, including the employment of counsel selected by the indemnified party and the payment of all expenses related thereto. Each Issuer Indemnitee, the Trustee or any Bondowner, as applicable, shall have the right to retain separate defense counsel at the sole cost and expense of Borrower, upon such indemnitee's reasonable determination that such separate counsel is necessary to provide such indemnified party with an adequate defense to any such action or proceeding. In addition thereto, the Borrower will pay upon demand all of the fees and expenses paid or incurred by any Issuer Indemnitee, the Trustee or any Bondowner in enforcing the provisions hereof. The provisions of this Section and Section 4.02(b), (c) and (d) shall survive the resignation or removal of the Trustee, the repayment of the Loan and the retirement of the Bonds. Nothing contained herein shah in any way be construed to impose any duties upon the Trustee beyond those contained in the Indenture. All immunities, indemnities, exceptions from liabLlity and other provisions of the Indenture insofar as they relate to the Trustee or the Issuer 28 shall apply to this Agreement. The immunities of the Trustee and the lssuer also extend to its respective directors, officers, officials, members, employees and agents. 29 ARTICLE X MISCELLANEOUS Section 10.01. Notices. All notices, certificates or other communicatiohs shall be deemed sufficiently given if the same shall have been duly mailed by first-class mail, postage prepaid, or given by telephone or telecopier and confirmed by such mail addressed to the Issuer, the Majority Bondowner, the Borrower or the Trustee at the respective addresses set forth in Section 11.06 of the Indenture. A duplicate copy of each notice, certificate or other communication given hereunder by either the Issuer or the Borrower to the other shah also be given to the Trustee and the Majority Bondowner. The Issuer, the Borrower, the Majority Bondowner and the Trustee may, by notice given hereunder, designate any different addresses to which subsequent notices, certificates or other communications shall be sent. Notwithstanding the foregoing provisions of this Section 10.01, the Trustee shall not be deemed to have received, and shall not be liable for failing to act upon the contents of, any notice unless and until the Trustee actually receives such notice. Section 10.02. Severability. If any provision of this Agreement shall be held or deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shah not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatever. Section 10.03. Execution of 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; provided, however, that for purposes of perfecting a security interest in this Agreement by the Trustee under Article 9 of the California Uniform Commercial Code, only the counterpart delivered, pledged, and assigned to the Trustee shah be deemed the original Section 10.04. Amendments, Changes and Modifications. Except as otherwise provided in this Agreement or the Indenture, subsequent to the initial issuance of Bonds and prior to their payment in full, or provision for such payment having been made as provided in the Indenture, this Agreement may be effectively amended, changed, modified, altered or terminated only by written instrument executed by the parties hereto and compliance with any applicable requirements of the Supplemental Agreement. Section 10.05. Governing Law. This Agreement shall be governed exclusively by and construed in accordance with the laws of the State of California applicable to contracts made and performed in such State. Section 10.06. Authorized Representatives. Whenever under the provisions of this Agreement the approval of the Borrower or the Issuer is required for any action, and whenever the Borrower or the Issuer is required to deliver any notice or other writing, such approval or such notice or other writing shall be given, respectively, on behalf of the Borrower by the Authorized Borrower Representative and on behalf of the Issuer by the Authorized Issuer Representative, and the Issuer, the Trustee and the Borrower shah be authorized to act on any such approval or notice or other writing and none of the parties hereto shall have any complaint against the other or against the Trustee as a result of any such action taken. Section 10.07. Term of the Agreement. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as any of the Bonds are outstanding. The provisions of Sections 4.02(b), (c) and (d), 4.03, 7.03, 9.02 and 9.03 and all 30 representations, certifications and covenants by the Borrower as to all matters affecting the tax- exempt status and the Bank Qualified status of the Bonds shah survive the termination of this Agreement. Section 10.08. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Issuer, the Trustee, the Borrower and their respective successors and assigns; subject, however, to the limitations contained in Section 5.02 hereof. Section 10.09. Capacity of Trustee. The Trustee is entering into this Loan Agreement solely in its capacity as Trustee under the Indenture and the duties, powers and liabilities of the Trustee in acting hereunder shall be subject to the provisions of the Indenture, including, without limitation, the provisions of Article VIII thereof. Section 10.10. Arbitration. (a) In any judicial action between or among the parties hereto, including but not limited to any action or cause of action arising out of or relating to this Agreement or the Loan Documents or based on or arising from an alleged tort, all decisions of fact and law will at the request of any party be referred to a referee in accordance with California Code of Civil Procedure Sections 638 et seq. The parties will designate to the court a referee or referees selected under the auspices of the American Arbitration Association CAAA") in the same manner as arbitrators are selected in AAA-sponsored proceedings. The presiding referee of the panel, or the referee if there is a single referee, must be an active attorney or retired judge. Judgment upon the award rendered by the referee or referees may be entered in the court in which the proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645. (b) After the Deed of Trust has been released, fully reconveyed, or extinguished, any controversy or claim between or among the parties hereto, including those arising out of or relating to this Agreement or the Loan Documents and any claim based on or arising from an alleged tort, must at the request of any party be determined by arbitration. The arbitration must be conducted in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the AAA. The arbitrator(s) must give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable will be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy does not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. (c) The provisions of the preceding paragraph (b) notwithstanding, no controversy or claim may be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, the controversy or claim arises from or relates to an obligation to the Bondowners which is secured by real property collateral. If all parties do not consent to submission of the controversy or claim to arbitration, the controversy or claim must be determined as provided in Section 10.10(a). (d) No provision of this Section 10.10 limits the right of any party to this Agreement to exercise self-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or obtaining provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration or other proceeding. The exercise of a remedy does not waive the right of either party to resort to arbitration or reference. At the Majority Bondowner's option, foreclosure under a deed of trust or mortgage may be accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure. 31 IN WITNESS WHEREOF, the Issuer has caused this Agreement to be executed in its name by its duly authorized officer, the Trustee has caused this Agreement to be executed in its name by its duly authorized officer, and the Borrower has caused this Agreement to be executed in its name by its authorized officer, all as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Executive Director FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee Vice President THE COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation 30050-01:J2087 Its: 32 EXHIBIT A PROMISSORY NOTE $ March._,1996 THE COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation (the "Borrower") duly organized under the laws of the State of California hereby PROMISES TO PAY TO THE ORDER OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA (the "Issuer"), a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State of California, the principal sum of Seventeen Million Dollars ($ ), together with interest from the date hereof on the portion of the unpaid principal balance owing at an interest rate equal to the rate of interest on the Bonds, as provided for and as said term is defined in that certain loan agreement dated as of March 1, 1996, by and among the Borrower, the Issuer and First Trust of California, National Association, as trustee (the "Trustee"), pursuant to which this Promissory Note is issued, executed and delivered (the "Loan Agreement"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement. Principal and interest shall be payable as provided in Section 4.02(a) of the Loan Agreement. All payments on this Promissory Note shall be made in lawful money of the United States of America in immediately available funds by 9:00 a.m. Pacific Time on the date they are due and payable at the corporate trust office of the Trustee in Los Angeles, California. Additional interest and late fees shall be added to the amounts payable hereunder and not paid by such time on the date so due and payable, as provided in the last sentence of Section 4.02(a) of the Loan Agreement. All sums paid hereon shall be applied first to the satisfaction of interest due and the balance to the unpaid principal owing hereunder. This Promissory Note is subject to optional prepayment, and must be prepaid, in the principal amounts, plus interest accrued to the date fixed by the Trustee for redemption of the Bonds to be redeemed with such prepayments, and any applicable premiums, as described in Sections 8.01 and 8.03 of the Loan Agreement. By its execution below, the Borrower expressly waives any right under California Civil Code Section 2954.10 or otherwise to prepay this Note, in whole or in part, without payment of an amount equal to the Redemption Premium as set forth in the Loan Agreement. The Borrower agrees to pay the amount equal to the Redemption Premium even if the prepayment is made following acceleration of this Note by reason of any transfer or conveyance of any right, title or interest in the real property encumbered by the Deed of Trust that gives rise to a right to accelerate the maturity of this Note pursueant to the terms of the Deed of Trust and the Loan Agreement. The Borrower acknowledges that prepayment of this Note may result in a Bondowner incurring additional costs (including lost opportunity costs), expenses or liabilities. The Borrower therefore agrees that the payment of an amount equal to the Redemption Premium represents a reasonable estimate of the prepayment costs, expenses or liabilities the Bondowners may suffer on a prepayment. The Borrower agrees that the Original Purchaser's willingness to purchase the Bonds bearing interest at the rate specified in the Indenture and the Issuer's willingness to make the Loan at such interest rate is sufficient and independent consideration, given individual weight by the Borrower, for this waiver. The Borrower understands that the Original Purchaser would not have purchased the Bonds and the Issuer would not have made the Loan absent this waiver. A-I In the event of a partial prepayment of this Promissory Note, pursuant to Section 8.01 of the Loan Agreement, the prindpal amount of the Borrower's obligation under this Promissory Note shall be reduced as provided in the Loan Agreement. If a default is made in the payment of the principal of or any installment of interest on this Promissory Note and the same is placed in the hands of an attorney for collection, or if suit is filed hereon, or proceedings are had in bankruptcy, probate, receivership, reorganization, arrangement or other judicial proceedings for the establishment or collection of any amount called for hereunder, or any amount payable or to be payable hereunder is collected through any such proceedings, the Borrower agrees to pay to the holder hereof all reasonable costs of collection, including attorneys fees. All past-due installments of the principal of or interest on this Promissory Note shall bear interest from and after maturity until paid at the then rate of interest on the Bonds, plus the additional interest (and together with any applicable Late Charge) as provided in the list sentence of Section 4.02(a) of the Loan Agreement. The Borrower expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, bringing of suit, and diligence in taking any action to collect any amounts called for hereunder and in the handling of properties, rights or collateral at any time existing in connection herewith. In any action or proceeding to recover any sum herein provided for, no defense of adequacy of security, or that resort must first be had to security or to any other person, shall be asserted. All of the terms, covenants, provisions, and conditions herein contained are made on behalf of, and shall apply to and bind, the undersigned and its successors and assigns, jointly and severally. The personal liability of the Borrower and its members is limited as provided in the Loan Agreement and the Supplemental Agreement referred to herein. If an attorney is engaged by the Issuer or the Trustee to enforce or construe any provision of this Note, the Loan Agreement, the Supplemental Agreement or the Deed of Trust, or as a consequence of any default or event of default hereunder, with or without the filing of any legal action or proceeding, then the Borrower shall immediately pay upon demand all attorney's fees and all other costs incurred by the Issuer or the Trustee, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal owing hereunder as if such trapaid attorney's fees and costs have been added to the principal. This Note is secured, inter alia, by the Deed of Trust. In the event that there is a default in payment as scheduled herein (subject to any grace period allowed under the Loan Agreement) or an event of default under the terms of the Deed of Trust securing this Note, or a default of the Loan Agreement or the Supplemental Agreement, the Trustee may without further notice, declare all amounts of the outstanding principal and accrued interest hereon immediately due and payable, subject to the provisions of the Loan Agreement and the Supplemental Agreement. Reference is made to the Deed of Trust and the Supplemental Agreement for the right of the Beneficiary thereunder to accelerate the indebtedness evidenced by this Note. This Promissory Note has been issued pursuant to the Loan Agreement and the Supplemental Agreement and is entitled to the benefit and security thereof. Reference is hereby made to the Loan Agreement and the Supplemental Agreement for provisions relating to the acceleration of the indebtedness evidenced hereby upon the occurrence of certain events stated therein, and for all other relevant purposes. A-2 This Promissory Note has been issued, executed and delivered in the State of California and shall be governed by and construed in accordance with the laws of the State of California. THE COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation Its: Endorsement to Promissory Note, dated March ._, 1996, in the principal amount of $ , made by THE COACHELLA VALLEY HOUSING COALITION payable to the order of the Redevelopment Agency of the City of Temecula. Pay to the order of First Trust of California, National Association, as trustee. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Executive Director A-3 EXHIBITB REDEVELOPMENT AGENCY OF THE CITY OF TEIVIECULA MUlTIFAMILY HOUSING REVENUE BONDS, 1996 SERIES A (RANClIO WEST APARTMENTS) FORM OF FUNDING REQUISITION Date: Requisition No. 1. We hereby request that the sum of $ be disbursed from the Program Fund for the items described on Exhibit A hereto, to be paid to the persons or entities as described on said Exhibit A. 2. The undersigned hereby represents that: (a) each obligation to which the amount specified above relates is a Project Cost, has been properly incurred, is a proper charge against the Program Fund and has not been the basis of any previous disbursement; (b) that the expenditure of such disbursement when added to all previous disbursements from the Program Fund will result in not less than 97 percent of all disbursements from the Program Fund having been used to pay or reimburse the Borrower for Qualified Project Costs; (c) the Regulatory Agreement and the Deed of Trust are in full force and effect and no event of default has occurred and is continuing under either such document; and (d) that no event of default now exists under the Supplemental Agreement, the Note, the Regulatory Agreement, the Deed of Trust or the Loan Agreement; and (e) this disbursement has been incurred for the items set forth on Exhibit A hereto. THE COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation By Authorized Borrower Representative B-I DISBURSEMENT CONSENTED TO BY: BANK OF AMERICA, FSB, A FEDERAL SAVINGS BANK By Authorized Representative Capitalized terms used herein shall have the meanings given to them in the Indenture of Trust, dated as of March 1, 1996, by and between the Redevelopment Agency of the City of Temecula and First Trust of California, National Association, as trustee. B-2 30050-01 ~lHW:pJ'l':cra 03/06/96 J2088 03/lq/96 TO BE RECORDED AND UPON RECORDATION RETURN TO:. Jones Hall Hill & White, A Professional Law Corporation Four Embarcadero Center, 19th Floor San Francisco, CA 94111 Atm: Paul J. Thimmig, Esq. REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS by and among the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION as Trustee and THE COACHELLA VALLEY HOUSING COALITION Dated as of March 1, 1996 Relating to: Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Issue A (Rancho West Apartments) TABLE OF CONTENTS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. S~ction 9. Section 10, Section 11. Section 12. Section 13. Section 14. Section ]5. Section ]6. Section 17. Section 18. Section ]9. Section 20. Section 21. Section 22. Section 23. Definitions and Interpretation ..................................................................................1 Acquisition and Rehabilitation of the Project .............................................................4 Residential Rental Property .....................................................................................5 Lower-Income Tenants .............................................................................................6 Conflicts With Other Regulatory Agreement ............................................................9 Tax-Exempt Status of the Bonds ................................................................................9 Agreement to Record ...............................................................................................9 Reliance ................................................................................................................10 Project Within the Boundaries of the City ................................................................10 Sale or Transfer of the Project .................................................................................10 Term .....................................................................................................................11 Burden and Benefit ................................................................................................11 Uniformity; Common Plan .....................................................................................11 Enfo~-~rnent ..........................................................................................................11 Estoppel Certificate ................................................................................................12 Indemnification .....................................................................................................12 Amendments ........................................................................................................13 Notice ...................................................................................................................13 Severability ...........................................................................................................14 Multiple Counterparts ............................................................................................14 Limited Liability ...................................................................................................14 The Trustee ...........................................................................................................14 Attorneys' Fees ......................................................................................................14 EXHIBIT A - LEGAL DESCRIPTION OF PROJECT SITE EXHIBIT B - CERTIFICATION OF TENANT ELIGIBILITY EXHIBIT C - CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE REGULATORY AGREEMENT AND DECLARATION OF RESTRICI1VE COVENANTS THIS REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (the "Regulatory Agreement") is made and entered into as of March 1, 1996, by and among the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body corporate and politic, duly organized and existing under the laws of the State of California (the "Issuer"), FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and authorized to accept and execute trusts of the type contemplated by the Indenture (as herein defined) (the "Trustee"), and THE COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation (the "Borrower"), WITNESSETH: WHEREAS, the Issuer, acting pursuant to Chapter 7.5 of Part I of Division 24 of the Health and Safety Code of the State of California (the "Act"), has entered into an Indenture of Trust, dated as of March 1, 1996 (the "Indenture") with the Trustee; and WHEREAS, the Act and the Indenture authorize the Issuer to issue bonds to finance the acquisition of multifamily rental housing by nonprofit organizations, including the Borrower; and WHEREAS, the Issuer has adopted a resolution authorizing the issuance of its Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments) (the "Bonds") and the loan of the proceeds thereof to the Borrower to enable the Borrower to finance the acquisition and rehabilitation of a 150 unit multifamily housing development located within the City of Temecula as further described herein (the "Project"), all for the public purpose of assisting persons of lower income within the City of Temecula to obtain decent, safe and sanitary housing; and WHEREAS, the Borrower will rent or lease or will hold available for rent or occupancy at least twenty percent (20%) of the dwelling units in the Project to individuals or households of lower income, as herein defined, all for the public purpose of assisting such individuals and families to afford the costs of decent, safe and sanitary housing; and WHEREAS, the Internal Revenue Code of 1986, as amended, and the regulations and rulings promulgated with respect thereto prescribe that the use and operation of the Project be restricted in certain respects and in order to ensure that the Project will be used and operated in accordance with said codes, regulations, and rulings and to that end, the Issuer, the Trustee and the Borrower have determined to enter into this Regulatory Agreement. NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Issuer, the Trustee and the Borrower agree as follows. Section 1. Definitions and Interpretation. Capitalized terms used herein shall have the following meanings unless the context in which they are used clearly requires otherwise. "Act" means Chapter 7.5, commencing with Section 33740, of Part I of Division 24 of the Health and Safety Code of the State of California as now in effect. "Adjusted Income" means the adjusted income of a person (together with the adjusted income of all persons of the age of 18 years or older who intend to reside with such person in one residential unit) as calculated in the manner prescribed pursuant to Section 8 of the United States Housing Act of 1937, or, if said Section 8 is terminated, as prescribed pursuant to said Section 8 immediately prior to its termination or as otherwise requtred under the Code and the Act. "Affiliated Party" means a person whose relationship with the Borrower would result in a disallowance of losses under Section 267 or 707(b) of the Code or who together with the Borrower are members of the same controlled group of corporations (as defined in Section 1563(a) of the Code, except that "more than 50 percent" shall be substituted for "at least 80 percent" each place it appears therein). "Affordable Rent" or "Rents" means monthly rent (excluding any supplemental rental assistance from the State, the federal government, or any other public agency to tenants or on behalf of the applicable Lower-Income Units) not in excess of thirty percent (30%) of one- twelfth of fifty percent (50%) of the Median Income for the Area, based upon the following assumed household sizes for the following sizes of residential units in the Project: Size of Units Assumed Number of Persons in Household for Affordable Units Studio 1 One bedroom 2 Two bedrooms 3 Three bedrooms 4 Four bedrooms 5 Five or more bedrooms As determined by HUD "Area" means the applicable Primary Metropolitan Statistical Area in which the Project is located. "Bond Counsel" means any attorney at law or firm of attorneys selected by the Issuer and acceptable to the Trustee, of nationally recognized standing in matters pertaining to the federal tax status of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America, but shall not include counsel for the Borrower. "Bondholder" or "holder" or "owner of the Bonds" means the registered owner of any Bond as shown on the registration books maintained by the Trustee pursuant to the Indenture. "Bonds" means the Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bonds, 1996 Series A (Rancho West Apartments). "Borrower" means The Coachella Valley Housing Coalition, a California nonprofit public benefit corporation, and its successors and assigns, and any surviving, resulting or transferee entity. "Borrower Representative" means the person or persons (who may be employees of the Borrower) designated from time to time to act hereunder on behalf of the Borrower in a written certificate furnished to the Issuer and the Trustee, containing a specimen signature of such 2 person or persons and signed on behalf of the Borrower by a duly authorized representative of the Borrower. "Certificate of Continuing Program Compliance" means the certificate to be filed monthly by the Borrower with the Issuer and the Trustee which shall be substantially in the form attached to this Regulatory Agreement as Exhibit C, or in such other form as is acceptable to the Issuer. "Certification of Tenant Eligibility" means a certificate in the form of Exhibit B attached hereto, or any other similar certificate in form and substance acceptable to the Issuer. "City" means the City of Temecula, California. "Code" has the meaning ascribed to such term in the Indenture. "Deed of Trust" has the meaning ascribed to such term in the Indenture "HUD" means the United States Department of Housing and Urban Development. "Indenture" means the Indenture of Trust, dated as of March 1, 1996, between the Issuer and the Trustee, as originally executed or as it may from time to time be amended in accordance with its terms. "Issuance Costs" shall have the meaning ascribed to such term in the Indenture. "Issue Date" means the date on which the Bonds are first issued, being March __, 1996. "Issuer" means the Redevelopment Agency of the City of Temecula. "Loan" means the loan made by the Issuer to the Borrower pursuant to the Loan Agreement for the purpose of refinancing the Project. "Loan Agreement" means the Loan Agreement, dated as of March 1, 1996, among the Trustee, the Issuer and the Borrower, as originally executed and as supplemented by the Supplemental Agreement (as defined in the Indenture), or as it may from time to time be further supplemented or amended. "Lower-Income Tenants" means individuals or families, on the basis of the "Certification of Tenant Eligibility" attached hereto as Exhibit B and incorporated by reference herein as certified by such individual or family, who have an Adjusted Income which does not exceed fifty percent (50%) of the Median Income for the Area, adjusted for household size. "Lower-Income Units" means the dwelling units in the Project designated for occupancy by Lower-Income Tenants pursuant to Section 4. "Median Income for the Area" means the median income for the Area as determined by the Secretary of Housing and Urban Development under Section 8 of the United States Housing Act of 1937, or, if such program is terminated, under such program as in effect immediately before such determination. "Program Fund" has the meaning ascribed to such term in the Indenture.' "Project" means the Project Facilities and the Project Site. "Project Costs" has the meaning ascribed to such term in the Indenture. "Project Facilities" means the 150 apartment units and related and subordinate facilities located in the City financed with the proceeds of the Bonds, including structures, buildings, fixtures or equipment, as it may at any time exist, and any structures, buildings, fixtures or equipment acquired in substitution for, as a renewal or replacement of, or a modification or improvement to, all or any part of such facilities. "Project Loan Documents" means, collectively, the Loan Agreement (including the Supplemental Agreement), the Deed of Trust and all other documents related to the Loan executed by the Borrower. "Project Site" means the parcel of real property described in Exhibit A which is attached hereto, and incorporated by reference herein, and all rights and appurtenances thereunto appertaining. "Oualified Project Costs" has the meaning ascribed to such term in the Indenture. "Oualified Project Period" means the period beginning on the Issue Date, and ending on the latest of (a) the date which is at least 30 years after the Issue Date, (b) the first day on which no tax-exempt private activity bond issued, or any bond issued under the laws of the State, with respect to the Project is outstanding, (c) the date on which any assistance provided with respect to the Project under Section 8 of the United States Housing Act of 1937 terminates. "Regulatory Agreement" means this Regulatory Agreement and Declaration of Restrictive Covenants, dated as of March 1, 1996, among the Issuer, the Trustee and the Borrower. "State" means the State of California. "Trustee" means the entity acting as trustee under the Indenture. Such capitalized terms as are not defined herein shall have the meanings ascribed to them in the Indenture. Unless the context clearly requires otherwise, words of the masculine, feminine or neuter gender shall be construed to include each other gender when appropriate and words of the singular number shall be construed to include the plural number and vice versa, when appropriate. All the terms and provisions hereof shall be construed to effectuate the purposes set forth in this Regulatory Agreement and to sustain the validity hereof. The titles and headIngs of the sections of this Regulatory Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect In construing this document or any provision hereof or in ascertaining intent, if any question of intent shall arise. Section 2. Acquisition and Rehabilitation of the Project. The Borrower hereby represents, warrants and covenants as follows: A. The Borrower has incurred a substantial binding obligation to expend proceeds of the Loan pursuant to which the Borrower is obligated to expend at least the lesser of (i) two and one-half percent (2-1/2%) of the principal amount of the Loan, or (ii) $100,000. B. The Borrower's reasonable expectations respecting the total expenditure of the proceeds of the Loan have been accurately set forth in a certificate of the Borrower delivered on the Issue Date. C. The Borrower will proceed with due diligence to complete the expenditure of the proceeds of the Loan. The Borrower reasonably expects to complete the acquisition and rehabilitation of the Project and to expend the full amount of the Loan for Project Costs by 1, 199._. D. The Borrower will submit to the Trustee, on or before the date of each disbursement from the Program Fund, a funding requisition approved by the Majority Owner certifying that the full amount of such disbursement will be applied to pay or to reimburse the Borrower for the payment of Project Costs and that after taking into account the proposed disbursement, the aggregate disbursements from the Program Fund will have been applied to pay or to reimburse the Borrower for the payment of Qualified Project Costs in an amount equal to ninety-seven percent (97%) or more of such disbursements. E. Money on deposit in any fund or account in connection with the Bonds, whether or not such money was derived from other sources, shall not be used by or under the direction of the Borrower in a manner which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of money in any such fund shall be restricted as may be necessary to prevent the Bonds from being "arbitrage bonds" under the Code. F. The Borrower (and any Affiliated Party) will not take or omit to take, as is applicable, any action if such action or omission would in any way cause the proceeds from the date of the Bonds to be applied in a manner contrary to the requirements of the Indenture, the Loan Agreement, this Reguiatory Agreement, the Act or the Code. Section 3. Residential Rental Property. The Borrower hereby represents, warrants and covenants, at all times during the Qualified Project Period, as follows: A. The Project Facilities will be operated for the purpose of providing multifamily residential rental property and the Borrower shall own, manage and operate (or cause the management and operation oO the Project Facilities as a project to provide multifamily residential rental housing comprised of a building or structure or several interrelated buildings or structures, each consisting of more than one dwelling unit and facilities functionally related and subordinate thereto. As used herein facilities functionally related and subordinate to the Project Facilities shall include facilities for use by the tenants, including, for example, swimming pools, other recreational facilities, parking areas, and other facilities which are reasonably required for the Project Facilities, for example, heating and cooling equipment, trash disposal equipment or units for resident managers or maintenance personnel. The Project at all times will be owned and operated by an organization described in Section 501 (c)(3) of the Code in a manner so as to not constitute an unrelated trade or business of such organization, or by a governmental unit (as described in Section 145 of the Code). B. All of the dwelling units in the Project are similarly constructed, and each dwelling unit in the Project contains facilities for living, sleeping, eating, cooking and sanitation for a single person or a family which are complete, separate and distinct from 5 other dwelling units in the Project and includes a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink. C. Except for two (2) units in the Project to be operated as transitional/emergency housing, none of the dwelling units in the Project will at any time be used on a transient basis and the Borrower will not rent any of the units for a period of less than thirty (30) consecutive days, and none of the dwelling units in the Project will at any time be leased or rented for use as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer court or park. D. No part of the Project will at any time be owned or used by a cooperative housing corporation. Other than ~ing a condominium map and a final subdivision map on the Project and obtaining a Final Subdivision Public Report from the California Department of Real Estate, the Borrower shall not take any steps in connection with a conversion of the Project to condominium ownership during the Qualified Project Period. E. All of the dwelling units in the Project will be available for rental on a continuous basis to members of the general public and the Borrower will not give preference to any particular class or group in renting the dwelling units in the Project, except to the extent that dwelling units are required to be leased or rented to Lower- Income Tenants or to persons displaced by redevelopment projects of the Agency as required under the agreement between the Borrower and the Agency described in Section 5 hereof. F. The Project Site consists of a parcel or parcels that are contiguous (parcels are contiguous if their boundaries meet at one or more points) except for the interposition of a road, street or stream, and all of the Project Facilities and the Project comprise a single geographically and functionally integrated project for multifamily rental housing, as evidenced by the common ownership, management, accounting and operation of the Project. G. The Borrower will not sell dwelling units within the Project. H. No dwelling unit in the Project shall be occupied by the Borrower. Notwithstanding the foregoing, this subsection shall not be construed to prohibit occupancy of dwelling units by one or more resident managers or maintenance personnel any of whom may be the Borrower; provided that the number of such managers or maintenance personnel is not unreasonable given industry standards in the area for the number of units in the Project. I. The Borrower shall not discriminate on the basis of race, creed, color, sex, sexual orientation, source of income (e.g. AFDC, SSI and rental assistance pursuant to Section 8 of the United States Housing Act of 1937), disability, age, national origin or marital status in the rental, lease, use or occupancy of the Project, or in connection with the employment or application for employment of persons for the operation and management of the Project. Section 4. Lower-Income Tenants. The Borrower hereby represents warrants and covenants, at all times during the Qualified Project Period, as follows: A. Throughout the Qualified Project Period (i) not less than twenty percent (20%) of the units in the Project shall. be continuously occupied or held vacant and available for occupancy by Lower-Income Tenants, and (ii) the rents for one-half of the Lower Income Units shall be affordable rents. The Borrower will designate such units and will make any revisions to such designations (which revisions the Borrower may make from time to time at its sole option, provided that the requirements hereof are met on a continuous basis) by delivery of an appropriate certificate to the Issuer and the Borrower shall advise the Issuer by delivery of a certificate in writing of the status of the occupancy of the Project on a quarterly basis for the term of this Regulatory Agreement. An annual summary of such quarterly certificates shall be prepared by the Borrower and filed with the United States Secretary of the Treasury pursuant to Section 142(d)(7) of the Code, with a copy to be filed by the Borrower with the Issuer. A unit occupied by a Lower-Income Tenant who at the commencement of the occupancy is a Lower-Income Tenant thereafter shah be treated as occupied by a Lower- Income Tenant, subject to the provisions of the next paragraph. Moreover, a unit previously occupied by a Lower-Income Tenant and then vacated shall be considered occupied by a Lower-Income Tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one days. On or about each anniversary of the Issue Date, the Borrower shall recertify the income of the occupants of each Lower-Income Unit by obtaining a completed Certification of Tenant Eligibility in the form attached hereto as Exhibit B based upon the current income of each occupant of the unit. In the event the recertification demonstrates that such household's income exceeds seventy percent (70%) of the Median Income for the Area, such household will no longer qualify as Lower-Income Tenants if the Borrower rents any available unit of comparable or smaller size to anyone who is not a Lower-Income Tenant. In the event the recertification demonstrates that such household's income exceeds seventy percent (70%) of the Median Income for the Area, the Borrower covenants to rent the next available unit of comparable or smaller size to tenants who are Lower-Income Tenants so that at least twenty percent (20%) of the units in the Project remain occupied by Lower-Income Tenants. No tenant in the Project shall be denied continued occupancy in the Project because, after occupancy, such tenant's household income increases such that the income for such household will no longer qualify such household as Lower-Income Tenants. An "available" unit is one that is unoccupied by a tenant. The Lower-Income Units will be rented on a first-come, first served, basis. The Lower-Income Units will be intermingled with all other dwelling units and on all floors in the Project and shah be of a quality, and offer a range of sizes and number of bedrooms, comparable to those units which are available to other tenants. Tenants in the Lower- Income Units shall have equal access to and enjoyment of all common facilities of the Project. B. During the Qualified Project Period, the Borrower will rent or lease the Lower- Income Units to Lower-Income Tenants and, if at any time the Borrower is unable to rent or lease the Lower-Income Units to Lower-Income Tenants, the Borrower will hold the unrented Lower-Income Units vacant pending rental or lease to Lower-Income Tenants. The Borrower shall not apply selection criteria to Lower-lncome Tenant applicants referred by the Issuer that are more burdensome than criteria applied to all other Lower-Income Tenants. 7 C. The Borrower will obtain and maintain on file for three calendar years Certifications of Tenant Eligibility from each Lower-Income Tenant substantially in the form attached hereto as Exhibit B (or in such other similar form as is acceptable to the Issuer), and will provide such additional information as may be required in the future by the State of California, the Issuer and by the Code or the Act, as the same may be amended from time to time. A copy of each such income certification obtained prior to initial occupancy shall be filed with the Issuer, prior to occupancy by the tenant whenever possible but in no event more than thirty days after initial occupancy by the tenant, and a copy of any other certification of income shall be attached to each monthly report filed with the Issuer pursuant to Section 4(E) below. The Borrower shall make a good faith effort to verify that the income provided by an applicant in an income certification is accurate by taking any of the following steps as a part of the verification process: (1) obtain a pay stub for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. D. The Borrower will maintain complete and accurate records pertaining to the Lower-Income Units and will permit any duly authorized representative of the lssuer or the Trustee during normal business hours to inspect the books and records of the Borrower pertaining to the incomes of and rents charged to Lower-Income Tenants residing in the Project. E. The Borrower will prepare and submit to the Issuer and the Trustee on or before the 15th day of each month, a "Certificate of Continuing Program Compliance" substantially in the form attached hereto as Exhibit C (or in such other form as is acceptable to the Issuer), executed by the Borrower stating (i) the percentage of the dwelling units in the Project which were occupied by Lower-Income Tenants (or held vacant and available for occupancy by Lower-Income Tenants as provided in Section 4(A) above) during the prior monthly period, (ii) that to the knowledge of the Borrower, no default has occurred under this Regulatory Agreement, the Loan Agreement or the Deed of Trust (or if such an event of default has occurred, specifying the nature thereof and the actions being taken to remedy the same), and (iii) that all fees due to the Trustee and the Issuer under the Loan Agreement and the Deed of Trust have been paid. Failure to prepare and submit such certificate shall constitute a default under this Regulatory Agreement which, if not cured by preparing and submitting such certificate within seven (7) calendar days after the date on which it should have been filed, will entitle the Trustee and the lssuer to pursue remedies under Section 14 hereof. F. The Borrower shall accept as tenants on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, or its successor. The Borrower shall not apply selection criteria to Section 8 certificate holders which are more burdensome than criteria applied to any other prospective tenants. G. Each lease pertaining to a Lower-Income Unit shall contain a provision to the effect that the Borrower has relied on the income certification and supporting information supplied by the Lower-Income Tenant in determining qualification for occupancy of the Lower-Income Unit, and that any material misstatement in such 8 certification (whether or not intentional) will be cause for immediate termination of such lease. H. Upon timely receipt of documents to be provided to the Trustee under this Section 4, the Trustee shall be entitled, without further review, to assume compliance by the Borrower with this Section 4, unless otherwise specifically notified in writing of non- compliance. Section 5. Conflicts With Other Regulaton7 Agreement. This Regulatory Agreement shall not in any way supersede any other restrictions on the Project contained in the Regulatory Agreement Providing For Affordable Housing By And Between The Redevelopment Agency Of The City Of Temecula And Coachella Valley Housing Coalition, and in the event of any conflict between the provisions hereof and of such other agreement the provisions which place the most restrictions (being the lowest rental rates and/or the lowest qualifying incomes of the tenants) on the Project and/or the Borrower shall prevail. Section 6. Tax-Exempt Status of the Bonds. The Borrower and the Issuer each hereby represents, warrants and agrees that: A. It will not knowingly take or permit, or omit to take or cause to be taken, as is appropriate, any action that would adversely affect either the exclusion from gross income under federal tax law or the exemption from California personal income taxation of the interest on the Bonds and, if it should take or permit, or omit to take or cause to be taken, any such action, it will take all lawful actions necessary to rescind or correct such actions or omissions promptly upon obtaining knowledge thereof; B. It will take such action or actions as may be necessary, in the written reasonable opinion of Bond Counsel filed with the Issuer, the Borrower and the Trustee, (i) to comply fully with all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated, proposed or made by the Department of the Treasury or the Internal Revenue Service pertaining to obligations issued under Section 145 of the Code and (ii) to comply with any applicable requirements of the Act and such Code; and C. It will file of record such documents and take such other steps as are necessary, in the written opinion of Bond Counsel filed with the Issuer, the Borrower and the Trustee, in order to insure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners of the Project. The Borrower hereby covenants to reference this Regulatory Agreement in any documents transferring any interest (other than a leasehold interest in individual units) in the Project to another person to the end that such transferee has notice of, and is bound by, such restrictions, and to obtain the agreement from any transferee to abide by all requirements and restrictions of this Regulatory Agreement. Section 7. Agreement to Record; Consideration. The Borrower hereby represents, warrants and covenants that it will cause this Regulatory Agreement to be recorded in the real property records of the County Recorder of the County of Riverside, California, and in such other places as the Issuer or the Trustee may reasonably request. The Borrower shall pay all fees and charges incttrred in connection with any such recording. The Issuer has issued the Bonds to obtain moneys to provide financing for the acquisition and rehabilitation by the Borrower of the Project. In consideration of the issuance of 9 the Bonds by the Issuer, the Borrower has entered into this Regulatory Agreement and has agreed to restrict the uses to which this Project can be put for the term hereof. Section 8. Reliance. The Issuer, the Trustee and the Borrower hereby recognLze and agree that the representations and covenants set forth herein may be relied upon by the Trustee, the Issuer, the Borrower and the owners of the Bonds. In performing their duties and obligations hereunder, the Issuer and the Trustee may rely upon statements and certificates of the Borrower and Lower-Income Tenants, and upon audits of the books and records of the Borrower pertaining to occupancy and rental of the Project. In performing its duties hereunder, the Borrower may rely on the Certificates of Tenant Eligibility and any verifications in support thereof unless the Borrower has actual knowledge that such Certificates or verifications are inaccurate. In addition, the Issuer, the Trustee and the Borrower may consult with Bond Counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Issuer, the Trustee or the Borrower hereunder in good faith and in conformity with such opinion. In determining whether any default or lack of compliance by the Borrower exists under this Regulatory Agreement, neither the Trustee nor the Issuer shall be required to conduct any investigation into or review of the operations or records of the Borrower and may rely solely on any notice or certificate delivered to the Trustee or the Issuer by the Borrower or the Issuer with respect to the occurrence or absence of a default. Section 9. Project Within the Boundaries of the City. The Borrower hereby represen~ and warrants that the Project is located entirely within the boundaries of the City. Section 10. Sale or Transfer of the Project. The Borrower hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project or any portion thereof (other than for individual tenant use as contemplated hereunder), without obtaining the prior written consent of the Issuer and providing prior written notice to the Trustee. Such consent shall be conditioned upon (i) receipt by the Issuer of reasonable evidence satisfactory to the Issuer that the Borrower's purchaser or transferee has assumed in writing and in full, and is reasonably capable of performing and complying with, the Borrower's duties and obligations under this Regulatory Agreement, and the Loan Agreement, the Deed of Trust (including, but not limited to, the non-recourse obligations under Sections 16 and 23 hereof and Sections 4.03, 7.03, 9.02 and 9.03 of the Loan Agreement), (ii) receipt by the lssuer and the Trustee of an opinion of counsel of the transferee that the transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement, the Loan Agreement and the Deed of Trust, and that such obligations and this Regulatory Agreement, the Loan Agreement and the Deed of Trust are legal, valid and binding obligations of the transferee, (iii) receipt by the Issuer and the Trustee of a certificate of a Borrower Representative to the effect that no default has occurred and is continuing under this Regulatory Agreement, the Deed of Trust or the Loan Agreement, and (iv) receipt by the Issuer and the Trustee of evidence that all fees due the tssuer and the Trustee under the Loan Agreement, the Deed of Trust and the Indenture are current. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this section shah be null, void and without effect, shall cause a reversion of title to the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this Regulatory Agreement, the Loan Agreement and the Deed of Trust. Nothing contained in this Section shall affect any provision of the Deed of Trust or any other document or instrument between the Borrower and the Issuer or the Trustee, which requires the Borrower to obtain the consent of the Issuer, the Bondowners or the Trustee as a precondition to sale, transfer or other disposition of the Project or which gives the Issuer or the Trustee the right to accelerate the maturity of the Loan, or to take some other similar action with respect to the Loan upon the sale, transfer or other disposition of the Project. 10 Section 11. Term. This Regulatory Agreement shall become effective upon its execution and delivery. This Regulatory Agreement shall terminate upon the earlier of (i) the termination of the restrictions as provided in Sections 3 and 4, or (ii) a termination pursuant to the following provisions of this Section 11, it being expressly understood and agreed that the provisions hereof are intended to survive the retirement of the Bonds and the Loan if the same are repaid in full on an earlier date. The terms of this Regulatory Agreement to the contrary notwithstanding, this Regulatory Agreement, and all and several of the terms hereof (other than, with respect to the Borrower, Section 16 hereof), shall terminate and be of no further force and effect in the event of (i)(a) involuntary noncompliance with the provisions of this Regulatory Agreement caused by a foreclosure by the Trustee of the lien of a deed of trust on the Project, or delivery of a deed in lieu of foreclosure, pursuant to which the Trustee or a purchaser or transferee pursuant to such foreclosure shall take possession of the Project or (i)(b) involuntary noncompliance with the provisions of this Regulatory Agreement caused by fire, seLzure, or requisition, or change in a Federal law or an action of a Federal agency after the date hereof which prevents the Issuer and the Trustee from enforcing the provisions hereof, or condemnation or similar event and (ii) the payment in full and retirement of the Bonds prior thereto or within a reasonable period thereafter; provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the termination of such provisions as the result of the foreclosure of the lien of a deed of trust or the delivery of a deed in lieu of foreclosure or a similar event, the Borrower or any "related person" (within the meaning of Section 147 of the Code) obtains an ownership interest in the Project for Federal income tax purposes. Upon the termination of all and several of the terms of this Regulatory Agreement, the parties hereto agree to execute, deliver and record appropriate instruments of release and discharge of the terms hereof; provided, however, that the execution and delivery of such instruments shall not be necessary or a prerequisite to the termination of this Regulatory Agreement in accordance with its terms. Section 12. Burden and Benefit. The Issuer and the Borrower hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Project Site in that the Borrower's legal interest in the Project is rendered less valuable thereby. The Issuer and the Borrower hereby declare their understanding and intent that the covenants, reservations and restrictions set forth herein directly benefit the land (i) by enhancing and increasing the enjoyment and use of the Project by certain Lower-Income Tenants, and (ii) by furthering the public purposes for which the Bonds were issued. Section 13. Uniformity; Common Plan. The covenants, reservations and restrictions hereof shall apply uniformly to the entire Project in order to establish and carry out a common plan for the use, development and improvement of the Project Site. Section 14. Enforcement. If the Borrower defaults in the performance or observance of any covenant, agreement or obligation of the Borrower set forth in this Regulatory Agreement and such default remains uncured for a period of thirty (30) days after notice thereof is given by the lssuer or the Trustee to the Borrower (seven (7) calendar days in the case of a default described in Section 4.E.), then the Issuer, or upon written direction of the Issuer, the Trustee on behalf of the Issuer, may take any one or more of the following steps: A. By mandamus or other suit, action or proceeding at law or in equity, require the Borrower to perform its obligations under this Regulatory Agreement, or enjoin any acts or things which may be unlawful or in violation of the rights of the Issuer or the Trustee hereunder. 11 B. Have access to, and inspect, examine and make copies of all of the books and records of the Borrower pertaining to the Project. C. Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and agreements of the Borrower under this Regulatory Agreement. D. Subject to the terms of the Indenture and the Loan Agreement, require the Trustee to declare a default under the Loan Agreement, to accelerate the Loan, and to proceed to redeem the Bonds in accordance with the Indenture. In addition to the remedies set forth above, the Issuer shah also be entitled in connection with an Event of Default on the part of the Borrower with respect to any of the requirements of Section 4 hereof, to cause the Borrower to pay to the Issuer an amount equal to (a) all rent received by the Borrower with respect to the Lower-Income Units in excess of the maximum rent the Borrower is entitled to recover from Lower Income Tenants under Section 4(a) hereof and (b) all rent received by the Borrower with respect to the Lower-Income Units if and to the extent such units are knowingly or negligently rented to persons who do not qualify as Lower-Income Tenants. Additionally, in order to cause the Project to meet the requirements with respect to Lower Income Tenants set forth in Section 4 above, the Borrower hereby grants to the Issuer, as an additional remedy to those set forth above, in connection with an Event of Default on the part of the Borrower with respect to the requirements of Section 4 hereof which remains nncured for a period of thirty (30) days, the option, until the expiration of the time period specified in Section 4(a) above, to lease from time to time up to twenty percent of the units in the Project for a rental of $1.00 per unit per year for the purpose of subleasing such units to Lower-Income Tenants. Any rental paid under this sublease shall be paid to the Borrower after the Issuer has been reimbursed for any expenses incurred in connection with such sublease. Section 15. Estoppel Certificate. The Issuer and the Trustee agree, upon the request of the Borrower or its successor in interest, to promptly execute and deliver to the Borrower or its successor in interest or to any potential or actual purchaser, mortgagor or encumbrance of the Project, a written certificate stating, if the same be true, that the Issuer and the Trustee have no knowledge of any violation or default of the Borrower of any of its covenants hereunder, or if there are such violations or defaults, the nature of the same. Section 16. Indemnification. The Borrower hereby covenants and agrees that it shall indemnify and hold harmless the Issuer, its officers, officials, members, employees and agents (each, an "Issuer Indemnitee"), the Trustee and its respective officers, members, commissioners, directors, employees and agents from and against all claims, liabilities, obligations, damages, penalties, litigation, costs, charges and expenses (including without limitation reasonable attorneys, accounting, consulting, engineering, and other fees and expenses), imposed on, incurred by or asserted against any Issuer Indemnitee or the Trustee and arising from, resulting from, or in any way connected with or related to (i) any cause whatsoever in connection with the approval of tax-exempt financing for the Project or the making or administration of the Loan; (ii) any act or omission of the Borrower or any of its agents, servants, employees or licensees, in connection with the Loan or the Project; (iii) the operation, use, occupancy, maintenance, or ownership of the Project (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); (iv) the Trustee's acceptance or administration of the trusts under and/or the lssuer's execution of the Indenture, the Loan Agreement or this Regulatory Agreement, or the exercise or performance by the Issuer of any powers or duties under the Indenture, the Loan Agreement or this Regulatory Agreement, or (v) 12 the issuance of any Bonds or any certifications or representations of the Borrower made in connection therewith and the carrying out of any of the transactions contemplated by the Bonds and this Regulatory Agreement; provided, however, that this provision shall not require the Borrower to indemnify any Issuer lndemnitee or the Trustee from any claims, costs, fees, expenses or liabilities arising from the willful misconduct of such Issuer Indemnitee or the willful misconduct or gross negligence of the Trustee, as applicable. The indemnity provided in this Section shall include within its scope, without limitation: any and all active or passive negligence on the part of any Issuer Indemnitee (other than willful misconduct) or any claims of combined negligence on the part of any Issuer Indemnitee and Borrower, to the extent such Issuer Indemnitee is not prohibited by law from contracting for indemnification against such active, passive or combined negligent conduct; any claims for wrongful death; any vicarious liability imposed upon any Issuer Indemnitee; and any liability imposed by law on any Issuer Indemnitee on a strict liability theory or pursuant to any local, state or federal environmental statute, regulation or law; and the Borrower expressly acknowledges that the scope of its obligation to indemnify, hold harmless and defend the Issuer extends to and includes all loss, costs, damages, expenses, suits, judgments, actions and liabilities of whatsoever nature arising out of or related to the Issuer's obligations, liabilities and/or responsibilities with respect to the Americans with Disabilities Act of 1990, as amended, (the "ADA") insofar as they relate to the Project or arise out of the Issuer's issuance of the Bonds, including, but not limited to, any claim that the Project is inaccessible to or that the Borrower discriminates against disabled individuals; it being expressly agreed by the Borrower that the issuance of the Bonds and/or the making of the Loan are not willful misconduct excusing the Borrower from its indemnification obligations with respect to the Issuer's potential ADA. It is the express intention of the parties that Borrower shall indemnify each Issuer lndemnitee against any and all such liability hereunder, and that the foregoing indemnification with respect to the Borrower shall survive the termination of this Agreement. The Borrower also shall pay and discharge and shall indemnify and hold harmless each Issuer Indemnitee and the Trustee from any taxes (including, without limitation, any ad valorem taxes and sales taxes), assessments; impositions and other charges in respect of the Project (not to include any income taxes applicable to the fees and expenses of the Trustee). In the event that any action or proceeding is brought against any Issuer Indemnitee or the Trustee with respect to which indemnity may be sought hereunder, the Borrower, upon written notice from the indemnified party, shall assume the investigation and defense thereof, including the employment of counsel selected by the indemnified party and the payment of all expenses related thereto. Each Issuer Indemnitee or the Trustee, as applicable, shall have the right to retain separate defense counsel at the sole cost and expense of Borrower, upon such indemnitee's reasonable determination that such separate counsel is necessary to provide such indemnified party with an adequate defense to any such action or proceeding. In addition thereto, the Borrower will 'pay upon demand all of the fees and expenses paid or incurred by any Issuer Indemnitee or the Trustee in enforcing the provisions hereoL Section 17. Amendments. Subject to the prior written consent of the owners of a majority in principal amount of the Bonds then Outstanding, this Regulator)/Agreement may be amended only by a written instrument executed by the parties hereto or their successors in title, and duly recorded in the real property records of the County Recorder of the County of Riverside, California. Section 18. Notice. Any notice required to be given hereunder shall be deemed given when received by facsimile transmission, personal delivery, or overnight messenger delivery of three business days after deposit in the U.S. Mail, first class postage prepaid, at the addresses specified below, or at such other addresses as may be specified in writing by the parties hereto: 13 If to the Issuer: Redevelopment Agency of the City of Temecula 43174 Business Park Drive Temecula, CA 92590 Attention: Finance Director Telephone: (909) 694-6430 If to the Borrower: The Coachella Valley Housing Coalition 45-701 Monroe Street, Suite G Plaza 1, Indio, CA 92201 Attention: Executive Director Telephone: (619) 347-3157 If to the Trustee: First Trust of California, National Association 550 South Hope Street, Suite 500 Los Angeles, CA 90071 Attention: Corporate Trust Administration Telephone: (213) 533-8770 Notice shah not be deemed to be defective with respect to the recipient thereof for any failure of notice to any other party. Section 19. Severability. If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. Section 20. Multiple Counterparts. This Regulatory Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. Section 21. Limited Liability. All obligations of the lssuer incurred hereunder shall be limited obligations, payable solely and only from Bond proceeds and amounts derived by the Issuer under Sections 4.02(a), 7.02 and 8.01 of the Loan Agreement. The lssuer shall have no responsibility to monitor the Borrower's compliance with the terms of this Regulatory Agreement. Section 22. The Trustee. The Trustee shall act as specifically provided herein and in the Indenture. The Trustee shall act as the agent of and on behalf of the Issuer when instructed in writing to do so and any act required to be performed by the Issuer as herein provided shall be deemed taken if such act is performed by the Trustee. The Trustee is entering into this Regulatory Agreement solely in its capacity as Trustee under the Indenture and the duties, powers and liabilities of the Trustee in acting hereunder shah be subject to the provisions of the Indenture, including, without limitation, the provisions of Article VIII thereof. The Trustee shah have no responsibility to monitor the Borrower's compliance with the terms of this Regulatory Agreement. After the date on which no Bonds remain outstanding as provided in the Indenture, the Trustee shall have no duties or responsibilities under this Regulatory Agreement, and all references herein to the Trustee shah be deemed references to the Issuer. Section 23. Attorneys' Fees. In case any action at law or in equity, including an action for declaratory relief, is brought against the Borrower to enforce the provisions of this 14 Regulatory Agreement, the Borrower agrees to pay reasonable attorneys' fees and other reasonable expenses recurred by the Issuer or the Trustee in connection with such action. 15 IN WITNESS WHEREOF, the Issuer, the Trustee and the Borrower have executed this Regulatory Agreement by duly authorized representatives, all on the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA Executive Director THE COACHELLA VALLEY HOUSING COALITION, a California nonprofit public benefit corporation Its: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee 30050-01:J2088 Its: 16 STATE OF CALIFORNIA ) ) SS COUNTY OF SAN FRANCISCO ) On before me, Notary Public, personally appeared , personally know~' to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. STATE OF CALIFORNIA ) ) SS COUNTY OF SAN FRANCISCO ) On before me, Notary Public, personally appeared , personally knowi' to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the insmLrnent. WITNESS my hand and official seal. loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust under the Indenture or any other agreement relating to the Bonds to which the Trustee is a party or pursuant to which it is required to act, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties thereunder; (4) to pay any amounts referred to in Section 8.06 of the Indenture; and (5) to pay the reasonable expenses, disbursements and advances (including reasonable counsel fees) of any Bondholder incurred or made by such Bondowner in accordance with, or otherwise in connection with the exercise of any of its rights and remedies under, this Loan Agreement, the Indenture, the Deed of Trust and the Regulatory Agreement, or any modification, amendment, consent or approval of any of the provisions thereof. (c) The Borrower also agrees to pay within thirty (30) days after receipt of request for payment thereof, all reasonable expenses of the Issuer related to the Project and the financing thereof which are not otherwise required to be paid by the Borrower under the terms of this Agreement and are not paid from the Cost of Issuance Fund under the Indenture, including, without limitation, legal fees and expenses incurred in connection with the amendment, interpretation and enforcement of any documents relating to the Project or the Bonds. The Borrower also agrees to pay, without written demand therefor, the fee of the Issuer of $ , said amount being equal to one-eighth of one percent (.125%) of the principal amount of Bonds outstanding on the Closing Date (representing the lssuer's annual fee for the first year following the Closing Date), and thereafter an annual fee of the Issuer payable in advance on each March 31st so long as the Regulatory Agreement remains in effect, of $ , said amount being equal to one-eighth of one percent (.125%) of the then outstanding principal amount of the Bonds. In the event that the Bonds are redeemed in full prior to the end of the Qualified Project Period (as defined in the Regulatory Agreement), the Issuer's annual fee for the remainder of the Qualified Project Period shall be paid by the Borrower at the time of the prepayment of the Bonds and shah be a lump sum amount equal to the present value (based on a discount rate equal to the Initial Rate) of the Issuer's annual fee for the number of years remaining in the Qualified Project Period, all as determined by the Issuer and communicated to the Borrower in writing, but shah in no event be in excess of the amount that may be payable without adversely affecting the exclusion of the interest payable on the Bonds from the gross incomes of the owners of the Bonds. The Borrower also agrees to pay or cause to be paid to the Issuer, on the Closing Date, third party, out-of-pocket expenses of the Issuer in connection with the issuance of the Bonds of $. (d) The Borrower agrees to take all actions necessary to assure compliance by the Issuer with its covenant in Section 6.08 of the Indenture to rebate excess investment earnings to the federal government, including but not limited to (i) the employment of an accountant to determine whether any such rebate is due and owing, (ii) the payment to the federal government of any amount so due and owing, and (iii) the payment of any fees and other costs required to be incurred by the Issuer and/or the Trustee to comply with the provisions of Section 6.08 of the Indenture. Any payment referred to in the preceding clause (iii) shah be made by the Borrower immediately upon written demand therefor. (e) The Borrower agrees to make any and all payments required by it under the Supplemental Agreement and the Deed of Trust as and when due thereunder. 11 OLD TOWN WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY STATE OF CALIFORNIA ) ) SS COUNTY OF SAN FRANCISCO ) On before me, , Notary Public, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityties), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. EXHIBIT A LEGAL DESCRIEFION OF PROJECT SITE All that certain real property situated in the City of Temecula, State of California, more particularly described as follows: Parcel one and Lots B, D and E of Parcel Map 8248 in the County of Riverside, State of California, as per map recorded in Book 32, pages 16, 17 and 18 of Parcels Maps, filed in the office of the County Recorder of said county. Except the northwesterly 10 feet of said Lot B as described in deed to Jose G. Nieto and Delphine D. Nieto, Husband and Wife, recorded October 18, 1982 as Instrument no. 179404, official records. Riverside County Assessor's Parcel Number: 922-061-021 Aol EXHIBff B CERTIFICATION OF TENANT ELIGIBILITY NOTE TO APARTMENT OWNER: This form is designed to assist you in computing Annual Income in accordance with the method set forth in the Department of Housing and Urban Development CHUD") Regulations (24 CFR 813). You should make certain that this form is at all times up to date with the HUD Regulations. Re: [Address of Apartment Building] I/We, the undersigned state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the above apartment project. Listed below are the names of all persons who intend to reside in the unit: 1. 2. 3. 4. 5. Name of Members Relationship of the to Head of Social Security Place of Household Household Age Number Employment HEAD SPOUSE Income Computation 6. The total anticipated income, calculated in accordance with the provisions of this paragraph 6, of all persons over the age of 18 years listed above for the 12-month period beginning the date that I/we plan to move into a unit is $ Included in the total anticipated income listed above are: (a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for personal services, before payroll deductions; (b) the net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets); (c) interest and dividends (including income from assets excluded below); (d) the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other B-I similar types of periodic receipts, including any lump sum payment for the delayed start of a periodic payment; (e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's compensation and severance pay; (f) the maximum amount of public assistance available to the above persons other than the mount of any assistance specifically designated for shelter and utilities; (g) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (i) any earned income tax credit to the extent that it exceeds income tax liability. Excluded from such anticipated income are: (a) casual, sporadic or irregular gifts; (b) amounts which are specifically for or in reimbursement of medical expenses; (c) lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmen's compensation), capital gains and settlement for personal or property losses; (d) amounts of educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships or payments to veterans not used for the above purposes are to be included in income; (e) special pay to a household member who is away from home and exposed to hostile fire; (f) relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; (g) foster child care payments; (h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977; (i) payments to volunteers under the Domestic Volunteer Service Act of 1973; (j) payments received under the Alaska Native Claims Settlement Act; (k) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (1) payments or allowances made under the Department of Health and Human Services' Low-Income Home Energy Assistance Program; B-2 (m) payments received from the Job Training Partnership Act; (n) income derived from the disposition of funds of the Grand River Band of Ottawa Indians; and (o) the first $2,000.00 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Court of Claims. 7. Do the persons whose income or contributions are included in item 6 above: (a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land) __ Yes __ No; or (b) have they disposed of any assets (other than at a foreclosure or bankruptcy sale) during the last two years at less than fair market value? __ Yes __ No. (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,000? __ Yes __ No. (d) If the answer to (c) above is yes, state: (1) the amount of income expected to be derived from such assets in the 12- month period beginning on the date of initial occupancy in the unit that you propose to rent: $ , and (2) the amount of such income, if any, that was included in item 6 above: students*? (a) Are all of the individuals who propose to reside in the unit full-time Yes No. A full-time student is an individual enrolled as a full-time student during each of 5 calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. (b) If the answer to 8(a) is yes, is at least 1 of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? Yes No. 9. Neither myself nor any other occupant of the unit I/we propose to rent is the owner of the rental housing project in which the unit is located (hereinafter the "Borrower"), has any family relationship to the Borrower; or owns directly or indirectly any interest in the Borrower. For purposes of this paragraph, indirect ownership by an individual shall mean ownership by a fanLily member, ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trustee held by the individual or a family member; and ownership, direct or indirect, by a partner of the individual. B-3 10. This certificate is made with the knowledge that it will be relied upon by the Owner to determine maximum income for eligibility to occupy the unit; and I/we declare that all information set forth herein is true, correct and complete and based upon information I/we deem reliable and that the statement of total anticipated income contained in paragraph 6 is reasonable and based upon such inves~gation as the undersigned deemed necessary. 11. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year. 12. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Borrower to lease the unit and will entitle the Borrower to prevent or terminate my/our occupancy of the unit by institution of an action for ejection or other appropriate proceedings. I/we declare under penalty of perjury that the foregoing is true and correct. Executed this day of in the City of , California. Applicant Applicant [Signature of all persons over the age of 18 years listed in number 2 above required] FOR COMPLETION BY APARTMENT OWNER ONLY: 1. calculation of eligible income: Enter amount entered for entire household in 6 above: $. (1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($ ); (2) Multiply the amount entered in 7(d)(1) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(d)(1) would be if invested in passbook savings ($_ .), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($. ); (3) Enter at right the greater of the amount calculated under (1) or (2) above: $ ; c. TOTAL ELIGIBLE INCOME Line 1.a plus line 1.b(3)): $ .... 2. The amount entered in 1 .c: Qualifies the applicant(s) as a Lower-Income Tenant(s). Does not qualify the applicant(s) as a Lower-Income Tenant(s) 3. Number of apartment unit assigned: Bedroom Size: ~ Rent: $ 4. This apartment unit [was/was not[ last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner upon their initial occupancy of the apartment unit qualified them as Lower-Income Tenants. 5. Method used to verify applicant(s) income: Employer income verification. Copies of tax returns. Other ( ) Ma~g~ B-5 INCOME VERIFICATION (for employed persons) The undersigned employee has applied for a rental unit located in a project financed under the Redevelopment Agency of the City of Temecula Multifamily Housing Revenue Bond Program for persons of low income. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis. Annual wages Overtime Bonuses Commissions Total current income I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title I hereby grant you permission to disclose my income to in order that they may determine my income eligibility for rental of an apartment located in their project which has been financed under the Redevelopment Agency of the City of Temecula Multifamily Revenue Bond Program. Signature Date Please send to: INCOME VERIFICATION (for self-employed persons) I hereby attach copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge. Signature Date B-7 EXHIBIT C CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE CTo be filed on or prior to the 15th day of each month). Witnesseth that on this __day of , 19_. the undersigned, having borrowed certain funds through the Redevelopment Agency of the City of Temecula for the purpose of financing the acquisition and rehabilitation of a multifamily housing project, does hereby certify that such multifamily housing project is in continuing compliance with the Regulatory Agreement and Declaration of Restrictive Covenants executed by the undersigned and recorded in the records of the County of Riverside, California, and that to the knowledge of the undersigned no default exists under said Regulatory Agreement or the Loan Agreement or the Deed of Trust (as such terms are defined therein), and all fees owing to the Issuer and the Trustee under the Loan Agreement and Deed of Trust referenced therein have been paid. Specifically, it hereby is confirmed that each Lower-Income Tenant currently residing in a unit in such housing project has completed a Certificate of Tenant Eligibility and Income Verification in the form approved by the Redevelopment Agency of the City of Temecula and that since commencement of the Qualified Project Period at least 20% of the occupied units in the Project have been rented to (or are vacant and last occupied by) Lower-Income Tenants, with one-half of such units rented at Affordable Rents (each of the foregoing capitalized terms having the meaning assigned in said Regulatory Agreement). As of the date of this Certificate, the following percentages of completed residential units in the Project (i) are occupied by Lower-Income Tenants and/or occupied by Lower- Income Tenants of Affordable Rents (as such terms are defined in the Regulatory Agreement) or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Lower-Income Tenant vacated such unit; as indicated: Occupied by Lower-Income Tenants: %; Unit Nos. Occupied by Lower-Income Tenants, at Affordable Rents: %; Unit Nos. Held vacant for occupancy continuously since last occupied by Lower-Income Tenant: __%; Unit Nos. Vacant Units: __%; Unit Nos. THE COACHELLA VALLEY HOUSING COALITION Its: C-1 SUPPLEMENTAL AGREEMENT Dated as of March 1, 1996 AMONG THE COACHELLA VALLEY HOUSING COALITION BORROWER BANK OF AMERICA, FSB BOND HOLDER REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA ISSUER FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION AS TRUSTEE TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ........................ 2 i. 1 Defined Terms ...................................... 2 "Advance" . ................................................. 2 "Bankruptcy Code" . ........................................... 2 "Bank Qualified" . ............................................. 2 "Bond Holder's Consultant" . ..................................... 2 "Bond Purchase Fee" . .......................................... 2 "Bond Regulatorv Agreement" . ................................... 2 "City Regulatorv Agreement" . .................................... 3 "Closing" . .................................................. 3 "Code" . .................................................... 3 "DSCR" . ................................................... 3 "Deed of Trust" . .............................................. 3 "Default Rate" . ............................................... 3 "Event of Default" . ............................................ 3 "Financin~ Statements" . ........................................ 3 "Governmental Authority" . ...................................... 3 "Gross Revenues" . ............................................ 3 "Hazardous Substance". ......................................... 3 "Impositions" . ............................................... 4 "Incipient Default". ............................................ 4 "Interest Rate". ............................................... 4 "Investment Maturity Date" . ..................................... 4 "Lease" . ................................................... 4 "Loan Documents". ............................................ 4 "Loan Month" . ............................................... 4 "Net Cash How" . ............................................. 4 "Net Operating Income" . ........................................ 4 "ODeratin~ Expenses". .......................................... 5 "Permitted Encumbrances" . ...................................... 5 "Proceeds" . ................................................. 5 "Qualified Investment" . ......................................... 5 "Regulatorv Agreements" . ....................................... 5 "Reauirements" . .............................................. 5 "Reserve Account" ............................................. 5 "Segregated Account" . ......................................... 5 "Subordination Agreements" . ..................................... 6 "Tide Company" . ............................................. 6 "Title Policy" . ............................................... 6 ARTICLE 2 BORROWER'S REPRESENTATIONS, WARRANTIES AND COVENANTS . . 6 2.1 Borrower's Reoresentations ............................. 6 A. Accuracy of Recitals ....................... 6 B. Existence and 0wnershin of Borrower .......... 6 C. Authority and Enforceability ................. 6 D. Maintenance of Existence ................... 6 E. No Default ............................. 7 F. Comnliance with Law ...................... 7 G. Permits ................................ 7 H. Title .................................. 7 I. Comnlete Disclosure ....................... 7 J. Brokerage Commissions .................... 8 K. Condemnation ........................... 8 L. Access ................................ 8 M. Tax Division ............................ 8 N. Borrower Not a "Foreign Person" . ............. 8 O. ERISA ................................ 8 P. Financial Condition ........................ 8 Q. Borrower's Ecmitv ........................ 8 R. Bankruntcv ............................. 9 S. Leases ................................. 9 T. Low Income Housing Restrictions ............. 9 U. No Arbitrage ............................ 9 V. Tax Exemnt Status ........................ 9 W. $150,000,000 Limit ........................ 10 ARTICLE 3 3.1 3.2 GENERAL CONDITIONS OF LOAN ................ 10 Loan Documents .................................... 10 Additional Re0uirements .............................. 10 B. C. D. E. F. G. H. I. Title Policy ............................. 10 Subordination Al,,reements ................... 10 Regulatorv Agreements ..................... 10 Reserve Account ......................... 11 Pronert~* Conditions Survev .................. 11 Financial Proiection ....................... 11 Opinions ............................... 11 Insurance ............................... 11 Appraisal ............................... 11 003063'~LrppAGM'r.3 03/19/96 ii K. L. M. N. O. P. Q. Environmental Assessment .................. 11 Licenses Permits and Aoorovals ............... 11 A~reements ............................. 11 Oneratin~ and Financial Statements ............ 11 Bond Purchase Fee ........................ 11 Other Exnense ........................... 11 Certificates of Issuer and Borrower ............. 12 Other Items ............................. 12 ARTICLE 4 4.1 4.2 FURTHER COVENANTS OF BORROWER .............. 12 Borrower's Covenants ................................. 12 A. Comoliance with Law ...................... 12 B. Conditional Sales Contracts; Removal of Fixtures and Enuioment ..................................... 12 C. Site Visits .............................. 12 D. Insurance ............................... 13 E. Preservation of Rights ...................... 13 F. Maintenance and ReOair .................... G. Payment of Exoenses ...................... 14 H. Financial and Other Information ............... 14 I. Notices ................................ 14 J. Indemnity .............................. 15 K. Performance of Acts ....................... 15 L. Tax Receints ............................ 15 M. Notice of Chan~e ......................... 15 N. Neaative Covenants ....................... 16 O. Performance of A~reements .................. 16 P. KeeOin~ Third Party Informed ................ 16 Q. Al~nlication of Gross Revenues; Distributions ..... 16 R. O~eratin~ and Reolacement Reserve Account ..... 17 S. Funds Denosited with Bond Holder ............ 19 T. Appraisal ............................... 20 U. Event of Taxability ........................ 20 V. RedemOtion of Bonds and Other Payments ....... 22 W. No Hedge Bonds ......................... 22 Use or LeasinR of the Prooerty .......................... 22 B. C. D. E. F. Use of the Prohetty ........................ 22 Leasing ................................ 22 Delivery of Leasin~ Information and Documents ... 23 Puroose and Effect of Lease Annroyal .......... 23 Landlord's Obligations ..................... 23 Income from Prooertv ...................... 24 003063XSUPPAGMT.3 o3,~9~ iii ARTICLE 5 HAZARDOUS SUBSTANCES ................... 24 5.1 ReVmsentation and Warcantv Re~arding Hazardous Substances . .. 24 5.2 Comoliance Regarding Hazardous Substances ................ 24 5.3 Notices Regarding Hazardous Substances ................... 24 5.4 Site Visits, Observations and Testing ...................... 24 5.5 Remedial Work ..................................... 26 5.6 Secured Obligation .................................. 26 5.7 Indemnity Regarding Hazardous Substances ................. 27 5.8 Defense of Indemnified Parties .......................... 27 5.9 Remedies U0on Default ............................... 28 6.1 7.1 7.2 8.1 8.2 8.3 8.4 ARTICLE 6 AGREEMENT TO PURCHASE BONDS ............... 29 Agreement to Purchase Bonds .......................... 29 ARTICLE 7 DEFAULT AND REMEDIES ................... 29 Events of Default ................................... 29 Remedies ......................................... 30 ARTICLE 8 REFERENCE AND ARBITRATION ................ 31 JudicialReference ................................... 31 Mandatory Arbitration ................................ 31 Real Prooertv Collateral ............................... 32 Provisional Remedies, Self-Heir> and Foreclosure ............. 32 ARTICLE 9 MISCELLANEOUS ...................... 32 9.1 No Waiver; Consents ................................. 32 9.2 No Third Parties Benefitted ............................ 32 9.3 Notices .......................................... 32 9.4 Indemnity Regarding Construction and Other Risks ............ 32 9.5 Attorneys' Fees ..................................... 33 9.6 Heirs, Successors and Assigns .......................... 33 9.7 Interoretation ...................................... 33 9.8 Bond Holder's Actions ............................... 33 9.9 Miscellaneous ...................................... 34 003063XSUPPAGMT.3 03/19/96 iV 9.10 Inmgration and Relation to Loan Commitment ............... 34 9.11 Actions .......................................... 34 9.12 Publicity ......................................... 34 9.13 Relationshios with Other Bond Holder Customers ............. 34 9.14 Loan Commission ................................... 34 9.15 Termination of A~mement ............................. 35 9.16 Role of Trusme ..................................... 35 9.17 Effect of this A~re~ment .............................. 35 Exhibit A - Legal Description Exhibit B - Permitted Encumbrances Exhibit C - Summary Opinions of Counsel 00306Y,.SUPPAGMT3 03/19~ V THIS SUPPLEMENTAL AGREEMENT (this "Agreement"), dated as of March 1, 1996, is among THE COACHELLA VALLEY HOUSING COALITION. a California non-profit public benefit corporation, with an office and principal place of business at 45-701 Monroe Street, Suite G, Plaza 1, Indio, CA 92201 ("Borrower"), the REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA, a public body, corporate and politic, duly organized and existing under the laws of the State of California having an office at 43174 Business Park Drive, Temecula, CA 92590 CIssuer"), BANK OF AMEtLICA, FSB, a Federal Savings Bank having an office at 11060 White Rock Road, Suite 150, Rancho Cordova, CA 95670 ("Bond Holder"), and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking association, not personally but as Trustee of the Bonds under the Indenture, as said terms are defined below. having an address of 550 South Hope Street, Suite 500, Los Angeles, CA 90071 ("Trustee"). RECITALS A. Borrower is the owner of a parcel of land containing approximately 10.6 acres ("Land") legally described in Exhibit A, together with 150 units of multi-family rental housing in 2 story buildings, with related facilities known as Rancho West Apartments, including pool, spa, gazebo, parking and all other improvements located thereon ("Improvements"), and together with all furniture, fixtures, equipment and other personal property now or hereafter used in the management and operation of the apartment complex ("Personal Property"). The Land and Improvements are collectively called the "Premises". The Premises and the Personal Property are collectively referred to as the "Property". B. Issuer and Trustee entered into an Indenture of Trust dated as of March 1, 1996 (as it may be amended or modified, the "Indenture"), with respect to Two Million Four Hundred One Thousand Dollars ($2,401,000) of Multifamily Housing Revenue Bonds 1996 Issue A (Rancho West Apartments) issued by Issuer ("Bonds"). C. Borrower, Issuer and Trustee entered into a Loan Agreement dated as of March 1, 1996 (as it may be amended or modified, the "Loan Agreement"), pursuant to which, among other things, Issuer loaned to Borrower the proceeds received from the issuance and sale of the Bonds (the D. Borrower executed a Promissory Note dated March 28, 1996, in the original principal amount of $ , payable to the order of Issuer ("Note") evidencing the Loan. E. Borrower executed a Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing, dated as of Mamh 1, 1996 ("Deed of Trust"), in favor of Equitable Deed Company, as trustee, for the benefit of Trustee, as beneficiary, to secure the payment and performance by Borrower of its obligations under the Note, this Agreement and the Loan Agreement. F. Issuer and Borrower entered into a Regulatory Agreement Providing for Affordable Housing, dated as of , 1996 ("City Regulatory Agreement"). The County of Riverside ("County") is providing Borrower with not less than One Hundred Fifty Thousand Dollars 003063xA~'PpAGMT.3 ($150,000) for the Property through the County's use of HOME Program loan funds, and, in connection with this financing, Borrower is entering into a sub-recipient agreement ("County Regulatory Agreement"). The Property is being obtained through Issuer, for the benefit of Borrowex, from the Resolution Trust Corporation CRTC'), pursuant to which the Property will be subject to a Land Use Restriction Agreement CRTC Regulatory Agreement"). Issuer, County and RTC will each subordinate the lien of their respective Regulatoty Agreements to the lien of the Deed of Trust in accordance with the terms and provisions of a subordination agreement or provisions, in form and substance satisfactory to Bond Holder. G. Bond Holder requires as a condition to its purchase of the Bonds that the Loan Agreement and other Loan Documents be modified as provided in this Agreement for the benefit of Bond Holder. NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions and agreements contained herein, Borrower, Trustee, Issuer and Bond Holder agree as follows: ARTICLE 1 DEFINITIONS 1.I Defined Terms. In this Agreement, the following terms have the following meanings: "Advance" -- an advance by Bond Holder to Borrower in accordance with this Agreement. "BankruVtev Code" -- The United States Bankruptcy Code and any similar state or federal law now or hereafter in effect relating to bankruptcy, reorganization or insolvency or the adjustment of debts. "Bank Ouali~ed" -- the Bonds are "bank qualified" tax-exempt obligations under Section 265 of the Code. "Bond Holder's Consultant" -- the architect or engineer retained by Bond Holder to inspect the Improvements prior to Closing on behalf of Bond Holder; in the event all or a portion of such functions are performed by Bond Holder, references in this Agreement to Bond Holder's Consultant will be deemed to be references to Bond Holder. "Bond Pumhase Fee" -- an amount equal to one and a half percent (1.5%) of the Bonds. "Bond Re~ulatorV A~reement" -- the Regulatory Agreement and Declaration of Restrictive Covenants, dated March 1, 1996, entered into by and among Issuer, Trustee and Borrower. 003B63%,SUppAGMT.3 03/19/96 2 "City Re~ulatorv ARreement" -- the Regulatory Agreement Providing for Affordable Housing by and between Issuer and Borrower, dated as of , 1996. "Closing" -- the issuance of the Bonds and delivery of the Bonds to Bond Holder and payment by Bond Holder of the purchase price thereof to Trustee. "Code" -- the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. "DSCR" -- the debt service coverage ratio, as determined by Bond Holder's appraisal at the Closing, by calculating the ratio of (x) the Net Operating Income (excluding from Operating Expenses, any and all fees to Trustee, Issuer and Borrower) from the Property, to (y) the sum of the monthly payments of principal and interest which are due and payable under the Note. "Deed of Trust" -- the Deed of Trust With Assignment of Rents, Security Agreement and Fixture Filing, dated as of the date hereof, by Borrower as trustor, Equitable Deed Company as trustee, and Trustee as beneficiary. "Default Rate" -- the Initial Rate or Reset Rate, as the case may be, plus five percent (5%). "Event of Default" -- the occurrence of any one or more of the events set forth in Section 7.1. "Financin~ Statements" -- the UCC-1 Financing Statements naming Borrower, as debtor, and Trustee and/or Bond Holder, as secured party, and filed with the office of the Secretary of the State of California and the County of Riverside in connection with the Deed of Trust and any separate security instrument required hereunder. "Governmental Authority" -- the United States of America, the state in which the Property is located, the state under the laws of which Borrower is organized, any state in which (or to residents of which) Borrower (or anyone on behalf of Borrower) has offered or offers to sell or lease any portion of the Property or Improvements, any political subdivision of any of them, and any court, agency, department, commission, board, bureau or instrumentality of any of them. "Gross Revenues" -- all rents, revenues and other payments received by or for the benefit of Borrower in cash or current funds or other consideration from any soume whatsoever in connection with its ownership, operation and management of the Property, including all payments received by Borrower from all tenants or other occupants of the Property other than security deposits until such time as Borrower is entitled to retain such security deposiL "Hazardous Substance" -- means and includes any substance, material or waste, including asbestos, petroleum and petroleum products (including crude oil), that is or becomes designated, classified or regulated as "toxic" or "hazardous" or a "pollutant," or that is or becomes 003063~UPPAGIVIT.3 03/19/96 3 similarly designated, classified or regulated, under any federal, state or local law, regulation or ordinance. "Impositions" -- all taxes, levies, charges and assessments imposed by any public or quasi-public authority or utility company upon or assessed against the Premises or any portion thereof (including the income derived from the Property), any of which might, ff unpaid, result in a lien on the Property or any interest in it, or that may cause any decrease in the value of the Property or any pan of it. "Incipient Default" -- the existence of any condition or state of facts which with the giving of notice by Trustee or Bond Holder or the passage of time, or both, would constitute an Event of Default. "Interest Rate" -- the Initial Rate or Reset Rate, as defined in the Indenture, then in effect. "Investment Maturity Date" -- April 1, 2016. "Lease" -- any lease or other rental or occupancy agreement with respect to the Property or any portion thereof. "Loan" -- the loan evidenced by the Note and the Loan Agreement. "Loan Documents" -- this Agreement, the Note, the Deed of Trust, the Loan Agreement, the Financing Statements, Subordination Agreements and such other documents and agreements as Bond Holder may require in connection with the Loan. "Loan Month" -- any full calendar month during the term of this Agreement with the first Loan Month being April, 1996. The first Loan Month will be deemed to include the partial month commencing on the date of this Note. "Net Cash Flow" -- for each Loan Month will mean Net Operating Income reduced by all monthly payments of principal and interest under the Note and all other payments under the Note and the other Loan Documents actually paid by Borrower and received by Trustee during such Loan Month. "Net Overatin~ Income" -- for each Loan Month will be calculated by Borrower, subject to approval by Bond Holder, on an accrual basis, based upon Bond Holder's review of Borrower's monthly financial statements provided to Bond Holder pursuant to Section 4. 1.H, together with such other information as Bond Holder may reasonably request, and will mean the difference between: (1) the Gross Revenues for said Loan Month; and 003063k%~IJppAGMT.3 03/19/96 4 (2) all the Operating Expenses for said Loan Month. "ODeratin~ Expenses" -- the reasonably necessary and customary costs and expenses incurred and actually paid by Borrower in connection with its ownership, operation and management of the Property, specifically including in Operating Expenses, annual fees paid to Trustee (which may be payable on a monthly basis), annual payment of .125% of the principal mount of the Bonds then outstanding to Issuer for fees, Borrower's fees of Twenty-Five Thousand Dollars ($25,000) annually, all required payments made by Borrower into the Reserve Account and any other reserve required by Bond Holder hereunder; specifically excluding from Operating Expenses, however (w) all insurance premiums for earthquake insurance, (x) all capital expenditures incurred by Borrower, (y) principal, interest and all other payments made under the Loan Agreement and Loan Documents and (z) depreciation and all other non-cash expenses of the Property. For purposes of calculating DSCR, Bond Holder may exclude Operating Expenses which were budgeted for the applicable Loan Month(s) but were either not incurred or not paid. Operating Expenses which are paid less frequently than monthly and which are allocable evenly to each Loan Month may be prorated to reflect such allocation. "Permitted Encumbrances" -- the liens, claims, assessments, encumbrances and rights of others encumbering title to the Premises and the Personal Property set forth on Exhibit B. "Proceeds" -- all proceeds, judgments, claims, compensation, awards of damages and settlements with respect to the Property as a result of or in lieu of any condemnation or taking of the Property or any portion thereof by eminent domain or any casualty loss or damage to any of the Property or any portion thereof. "Qualified Investment" -- any public tax exempt money market fund that does not include investments subject to the alternative minimum tax, or other investments with a yield or rate not in excess of the lowest yield or rate on the Bonds, in either case approved in writing by Bond Holder. Neither Trustee nor Bond Holder will be liable or responsible for any Bond becoming an "arbitrage bond" within the meaning of the Code as a result of any investment it makes in accordance with this definition. "Re~ulatorv A~reements" -- the City Regulatory Agreement, County Regulatory Agreement and RTC Regulatory Agreement, collectively, as they may be mended from time to time. "Rexluirements" -- has the meaning given in Section 4. 1.A. "Reserve Account" -- the operating and replacement reserve funds, in a minimum of One-Hundred Ninety-Three Thousand Eight Hundred Dollars ($193,800) at Closing, thereafter a minimum amount to be deposited annually for the first four (4) years by Borrower to Bond Holder pursuant to the terms and conditions of Section 4. 1.R. "Se~rel~ated Account" -- a segregated account established by Bond Holder for the purpose of holding certain funds as described in this Agreement. "Subordination A~reements" -- the agreements and provisions that subordinate the liens of the Regulatory Agreements to the lien of the Deed of Trust, in form and substance satisfactory to Bond Holder and the Ti~e Company. "Title Coml~anv" -- Commonwealth Land Title Company. "Title Policy" -- a mortgagee's policy of title insurance in favor of Trustee and Bond Holder, as their interests may appear, issued on the 1970 ALTA form by the Title Company in the aggregate face amount of $ , together with such reinsurance and direct access agreements as Bond Holder may request, guaranteeing as of the date of the Closing, the Deed of Trust to be a valid first and prior lien on Borrower's fee simple interest in the Premises (including any easements appurtenant thereto) subject only to the Permitted Encumbrances. The Title Policy will contain such endorsements as Bond Holder may reasonably require. 2.1 follows: correct. ARTICLE 2 BORROWER'S REPRESENTATIONS, WARRANTIES AND COVENANTS Borrower's Representations. Borrower hereby represents, covenants and warrants as A. Accuracy of Recitals. Each of the recitals to this Agreement is true and B. Existence and Ownership of Borrower. Borrower is a nonprofit public benefit corporation, duly formed, validly existing and in good standing under the laws of the State of California. C. Authority and Enforceability. Borrower has full right, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the other Loan Documents and every other document and instrument to be executed and delivered by Borrower pursuant to this Agreement. The person executing and delivering this Agreement and the Loan Documents on behalf of Borrower is duly authorized to so act on behalf of Borrower. This Agreement, each other Loan Document and every other document and instrument to be executed and delivered by Borrower, when executed and delivered wffi constitute the duly authorized, valid and legally binding obligation of Borrower, enforceable in accordance with their respective terms, subject only to applicable bankruptcy, reorganization, moratorium and similar laws affecting the enforceability of creditors' rights generally. D. Maintenance of Existence. Borrower will do all things necessary to preserve and keep in full force and effect its existence and all franchises, licenses, authorizations, registrations, permits and approvals under the laws of the State of its formation and the laws of any State in which it transacts business and will comply with all regulations, rules, ordinances, statutes, orders and 003063XSUppAGMT.3 03/19/96 6 any untrue statement of material fact or omits to state a fact necessary to make any statements made herein not misleading. J. Brokeral~e Commissions. No brokerage fees or commissions are payable in connection with the Loan. K. Condemnation. Borrower has not received any notice from any governmental or quasi-governmental body or agency or from any person or entity with respect to (and Borrower does not know of) any actual or threatened taking of the Premises, or any portion thereof, for any public or quasi-public purpose or of any moratorium which may affect the use, operation of the Property. L. Access. The Property has access to and full utilization of completed public roads necessary for access to and full utilization of the Property for its intended purposes. M. Tax Division. A tax division has been effected with respect to the Premises so that it is taxed for ad valomm taxarion without regard to or inclusion of any other property. No subdivision or other approval is necessary with respect to the Premises in order for Borrower to mortgage, convey and otherwise deal with the Premises as a separate lot or parcel. N. Borrower Not a "ForeiRn Person". Borrower is not a "foreign person" within the meaning of Section 1445(0(3) of the Intemal Revenue Code of 1986, as mended from time to time. O. ERISA. Borrower is not a party to any plan defined and regulated under the Employee Retirement Income Security Act of 1974, as amended CERISA") or Section 4975 of the Code. None of the assets of Borrower are "plan assets" as defined in 29 C.F.R. §2509.75-2 or §2510.3-101. P. Financial Condition. All financial information which has been and will be delivered to Bond Holder, including all information relating to the financial condition of Borrower, and the Property, does and will fairly and accurately represent the financial condition being reported on. All such information was and will be prepared in accordance with generally accepted accounting principles consistently applied, unless otherwise noted. As of the date hereof, there has been no material adverse change in any financial condition reported at any time to Bond Holder. Q. Borrower's Eclultv. Borrower has received the following: (a) Three Hundred Fifty-Three Thousand Fifty Dollars ($353,050) from Issuer, as follows: One Hundred Twelve Thousand Seven Hundred Fifty Dollars ($112,750) from Issuer through RTC public service fees; One Hundred Fifty Thousand Dollars ($150,000) from the County through the HOME Program; Ninety Thousand Three Hundred Dollars ($90,300) from Issuer housing set aside funds; and (b) the commitment of Issuer for a period of three (3) years following the Closing to provide additional financial assistance in the amount of the difference between the net operating income and Operating Expenses, in the amount of up to One Hundred Thirty Thousand Dollars ($130,000) annually. R. Bankruvwv. No petition in bankruptcy, whether voluntary or involuntary, or assignment for the benefit of creditors or any other action involving debtors' and creditors' rights ha~ been filed under the laws of the United States of America or any state thereof, or threatened, against Borrower or against any other entity in which Borrower is a principal or general parmer. S. Leases. Except for residential leases to individuals and families, there are no leases affecting the Property. Borrower has not executed any prior assignment of the Leases, nor has it performed any act or executed any other instrument which might prevent Bond Holder from operating under any of the terms and conditions contained in the Deed of Trust or which would limit Bond Holder in such operation; and Borrower further covenants and warrants to Bond Holder that the Leases are in full force and effect, and that, except as otherwise disclosed to Bond Holder in writing, there are no defaults now existing under the Leases with respect to which Borrower has notified the tenant under the Leases. T. Low Income Housin~ Restrictions. Borrower has fumished Bond Holder with a true and complete copy of the City Regulatory Agreement, the RTC Regularcry Agreement and the County Regulatory Agreement. Borrower has received no notice of default or violation under any Regulatory Agreement or any prior regulamry agreement affecting the Property that has not been previously corrected. The Premises is in full compliance with the Regulatory Agreements and any prior regulatory agreement. Each of the Regulatory Agreements has been effectively subordinated to the lien of the Deed of Trust pursuant to the Subordination Agreements. U. No Arbitra~e. The Bonds are not and will not be pan of a transaction or set'; of transactions that attempts to circumvent the arbitrage provisions of Section 148 of the Code, or any successor thereto, and the applicable regulations promulgated thereunder, (i) enabling the Issuer or any related pemon to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage and (ii) increasing the burden on the market for tax-exempt obligations in any manner, including without limitation, by selling Bonds that would not otherwise be sold or selling more Bonds, or issuing them sooner, or allowing them to remain outstanding longer, than would otherwise be necessary. V. Tax Exemot Status. Borrower is an organization described in Section 501(c)(3) of the Code and has received notice from the Internal Revenue Service granting the Borrower tax- exempt status under Section 501(a) of the Code. Borrower is in compliance with the terms, conditions and limitations in said notice, and the facts and circumstances that form the basis of such notice, as represented to the Internal Revenue Service, continue to substantially exist. Borrower is exempt from federal income tax under Section 501(a) of the Code except as otherwise provided in Section 501(b) of the Code, and Borrower at all times will maintain its status as an organization described in Section 501(c)(3) of the Code and its exemption from federal income tax under Section 501(a) of the Code or corresponding provisions of future federal income tax laws. The facts and circumstances which form the basis of Borrower's status as an organization described in Section 501(c)(3) of the Code as reepresented to the Internal Revenue Service continue substantially to exist. No proceedings are pending or threatened in any way contesting or aft~cting Borrower's status as an organization described in Section 501(c)(3) of the Code or which would subject any income of 003063',SUPPAGMT.3 03/19/96 9 Borrower to federal income taxation to such extent as would result in loss of exclusion from gross income of interest on the Bonds for federal income tax purposes under Section 103 of the Code. W. $150,000,000 Linait. Neither Borrower nor any person managed or controlled in common with Borrower has or will have outstanding tax-exempt non-hospital obligations allocated to it under Section 145(b)(4) of the Code which, together with the Bonds, aggregate to more than $150,000,000 within the three-year period beginning on the later of the date hereof or the date the facilities financed with proceeds of the Bonds are placed in service. Borrower will not allow any organization described in Section 501(c)(3) of the Code to use the Project (as such term is defined in the Indenture) or any portion thereof if such use would cause the amount of tax-exempt non-hospital obligations allocated to such organization under Section 145(b)(4) of the Code to exceed $150,000,000. 2.2 Rel~resentations Remade. Borrower warrants and covenants that the foregoing representations and warranties will be true and will be deemed remade as of the date of the Closing. All representations and warranties made herein or in any other Loan Document or in any certificate or other document delivered to Bond Holder by or on behalf of Borrower pursuant to or in connection with this Agreement or any other Loan Document will be deemed to have been relied upon by Bond Holder, notwithstanding any investigation heretofore or hereafter made by or on behalf of Bond Holder. All such representations and warranties survive the making of the Loan and will continue in full force and effect until such time as the Loan has been paid in full. ARTICLE 3 GENERAL CONDITIONS OF LOAN 3.1 Loan Documents. It is a condition precedent to Bond Holder's purchase of the Bonds that at or before the Closing, Borrower execute and deliver or cause to be duly executed and delivered to Bond Holder or Trustee, as appropriate, all of the Loan Documents and that all of the Loan Documents will be satisfactory to Bond Holder, in form and substance. 3.2 Additional ReOuirements. In addition to the Loan Documents, prior to the Closing, Borrower must deliver or cause to be delivered to Bond Holder each of the following, all of which must be in form and substance satisfactory to Bond Holder: A. Title Policy. The Title Policy. B. Subordination Agreements. The Subordination Agreements relating to each of the Regulatory Agreements. C. Re~ulatorv A~reements. Each of the Regulatory Agreements, in form and substance satisfactory to Bond Holder. 003063x~UPPAGMT.3 03/19/96 D. Reserve AccounL The Reserve Account must have been established at a branch of Bond Holder, and a security interest in the Reserve Account must have been granted to Bond Holder, capitalized at a minimum of One Hundred Ninety-Three Thousand Dollars ($193,000). E. Pronertv Conditions Survey. Confirmation by Bond Holder's Consultant (construction services) that costs for necessary capital improvements do not exceed the budgeted amount of Eighty-Two Thousand Eight Hundred Dollars ($82,800), exclusive of the pumhase of refrigerators. F. Financial Proiection. Evidence satisfactory to Bond Holder that the DSCR is at least 1.4: 1.0. G. Opinions. Favorable opinions of counsel, each as more precisely delineated on Exhibit C. H. Insurance. The insurance policies described in Section 4. I.D below, or certificates of insurance evidencing the same. I. Appraisal. An independent appraisal of the Property from an appraiser approved by Bond Holder that indicates the restricted value of the Property is satisfactory to Bond Holder in all respects. J. Environmental Assessment. An Environmental Questionnaire and Disclosure Statement prepared and certified by Borrower using Bond Holder's prescribed form, showing information therein acceptable to Bond Holder, including reports prepared by a licensed or registered environmental engineer, or other qualified party acceptable to Bond Holder, stating that there are no Hazardous Substances present in, on, under or around the Property, and there is no condition or circumstance which warrants further investigation or analysis in the opinion of the preparer of the report. K. Licenses Permits and Avnrovals. A final, unconditional certifmate of occupancy issued with respect to the Premises, together with such other applicable licenses, permits and approvals as Bond Holder or any Governmental Authority may require. L. Agreements. Certified copies of all operating agreements, service contracts and equipment leases, if any, relating to Borrower's ownership and operation of the Property. M. ODeratin~ and Financial Statements. Current financial statements satisfactory to Bond Holder for Borrower, together with operating and cash flow statements for the Property. N. Bond Purchase Fee. Payment of the Bond Purchase Fee. O. Other Exl~ense. Payment of all expenses referenced in Section 4.1 .G. 003063k%~IJPPAGMT.3 03/19/96 l 1 P. Certificates of Issuer and Borrower. Certificates of lssuer and Borrower containing the representations, warranties and covenants set forth in Exhibit D. Q. other Items. Such other documents and instruments as Bond Holder may reasonably require. ARTICLE 4 FURTHER COVENANTS OF BORROWER 4. l Borrower's Covenants. Issuer and Trustee as follows: Borrower further covenants and agrees with Bond Holder, A. Compliance with Law. Borrower must comply with all existing and future laws, regulations, orders, building restrictions and requirements of, and all permits and approvals from, and agreements with and commitments to, all governmental, judicial or legal authorities having jurisdiction over the Property or Borrower's business, conducted thereon or therefrom, and with all restrictive covenants and other ti~e encumbrances encumbering the Property (all collectively, the "Requirements" ). B. Conditional Sales Contracts; Removal of Fixtures and E0uiDmenL Without Bond Holder's prior written consent, Borrower may not (i) purchase any materials, equipment, furnishings or fixtures to be installed on the Property under any agreement where the seller reserves a lien, security interest or title thereto, or the right of removal or repossession after such items are installed on the Property; and (ii) remove or permit to be removed from the Real Property or the Improvements any equipment, machinery or fixtures used in connection with the management, maintenance, operation or enjoyment thereof unless replaced by articles of equal suitability and value owned by Borrower free and clear of any Hen or security interest. C. Site Visits. Borrower grants Bond Holder, its agents and representatives the right to enter and visit the Property at any reasonable time for the purposes of observing it, performing appraisals, inspecting the Property, taking soil or groundwater samples, and conducting tests to, among other things, investigate for the presence of Hazardous Substances. Borrower must also allow Bond Holder to examine, copy and audit its books and records relating to the Property. Bond Holder is under no duty to visit or observe the Property, or to examine any books or records. Any site visit, observation or examination by Bond Holder will be solely for the purpose of protecting Bond Holder's security and preserving Bond Holder's rights under the Loan Documents. Neither Borrower nor any other party is entitled to rely on any site visit, observation or testing by Bond Holder, its agents or representatives. Bond Holder owes no duty of care to protect Borrower or any other party against, or to inform Borrower or any other party of, any adverse condition affecting the Property, including any defects in the design or construction of any improvements on the Property or the presence of any Hazardous Substances on the Property. Prior to entering the Property, Bond Holder must give Borrower reasonable notice of its intent to enter. Bond Holder will 003063~t~PpAGMT,3 03/19,96 exemise reasonable efforts to avoid interfering with Borrower's use of the Property in connection with the activities permitted under this Section. D. Insurance. Borrower must maintain the following insurance: (a) All risk property damage insurance in nonreporting form on the Property, with a policy limit in an amount not less than the full insurable value of the Property on a replacement cost basis, including tenant improvements, ff any. The policy must include a business interruption (or rent loss, if more appropriate) endorsement in the amount of twelve months' principal and interest payments, taxes and insurance premiums, a lender's loss payable endorsement (438 BFU, or its equivalent) in favor of Bond Holder, and any other endorsements required by Bond Holder. (b) Commercial General Liability coverage of at least $3,000,000 at the time of Closing and with limits thereafter as Bond Holder may reasonably require. This policy must name Bond Holder as an additional insured. Coverage must be written on an occurrence, not claims made, basis. (c) Such other insurance as Bond Holder may require, which must include flood insurance and may, upon the reasonable request of Bond Holder, include earthquake insurance. All policies of insurance required by Bond Holder mast be issued by companies approved by Bond Holder and otherwise be acceptable to Bond Holder as to amounts, forms, risk coverages, deductib~ and loss payable and cancellation provisions. In addition, each policy (except workers' compensation) must provide Bond Holder at least thirty (30) days' prior notice of cancellation, non-renewal or modification. At least thirty (30) days before expiration of any required insurance policy, Borrower must furnish Bond Holder with proof acceptable to Bond Holder that a new policy has been issued, continuing in force the insurance covered by the policy which is expiring. At the same time, Borrower must finnish Bond Holder with evidence satisfactory to Bond Holder that all premiums for any new policy have been paid. If, at least thirty (30) days before a required policy expires, Bond Holder does not receive proof and evidence that a new policy has been issued and that premiums for it have been paid, Bond Holder, in its sole discretion, may procure a new policy and advance funds to pay the premiums for it. Borrower must reimburse Bond Holder, on demand, for any funds advanced by Bond Holder to pay insurance premiums, which advances will be considered to be additional loans to Borrower secured by the Deed of Trust and bearing interest at the Default Rate. E. Preservation of Rights. Borrower must obtain, preserve and maintain in good standing, as applicable, all rights, privileges and franchises necessary or desirable f~',r the operation of the Property and the conduct of Borrower's business thereon or therefrom. F. Maintenance and Relyair. Borrower must (i) maintain the Property, including the parking and landscaping portions thereof, in good condition and repair, (ii) promptly make all necessary structural and non-structural repairs to the Improvements (or cause tenants under any leases 0030~3k~UppAGM'r3 03/19/96 13 to perform such obligation), and (iii) not demolish, alter, remove or add to any Improvements, excepting (X) the repair and restoration of Improvements following damage thereto as required by the Deed of Trust, (Y) the construction or installation of non-structural alterations or improvements, provided the same are in all respects consistent with the character and utility of the existing Improvements, (Z) the installation or construction of tenant improvements and related demolition in connection with any leases approved in accordance with this Agreement, in each case without the prior written consent of Bond Holder, and (iv) not erect any new buildings, structures or building additions on the Real Property, without the prior written consent of Bond Holder. Borrower must pay when due all claims for labor performed and materials furnished therefor in connection with any improvements or construction activities. G. Payment of Exl~enses. Borrower must pay all costs and expenses incurred by Bond Holder in connection with the making of the Loan, as well as any revisions, extensions, renewals or "workouts" of the Loan, and in the exercise of any of Bond Holder's rights or romedies under this Agreement or any other Loan Documents, and in connection with the purchase of the Bonds. Such costs and expenses include title insurance, recording and escrow charges, fees for appraisal, environmental services, legal fees and expenses of Bond Holder's counsel and any other reasonable fees and costs for services, regardless of whether such services are furnished by Bond Holder's employees or by independent contractors. Borrower acknowledges that any Bond Purchase Fee does not include amounts payable by Borrower under this section. All such sums incurred by Bond Holder and not immediately reimbursed by Borrower will be considered an additional Advance to Borrower secured by the Deed of Trust and beating interest at the Default Rate. H. Financial and Other Information. Borrower must maintain full and complete books of account and other records reflecting the results of operations of the Property in accordance with generally accepted accounting principles consistently applied (or such other accounting method approved in writing by Bond Holder), and will furnish or cause to be furnished to Bond Holder the financial information concerning Borrower and the Property as Bond Holder may request. Without limiting the generality of the foregoing, Borrower must furnish to Bond Holder, without prior request or demand: (a) Within one hundred fifty (150) days of the close of Borrower's fiscal year-end, Borrower must provide Bond Holder an audited annual financial statement, including a year-end balance sheet and annual profit and loss statement. (b) During the first four (4) years of the Loan, Borrower must deliver monthly operating statements of the Property in form and substance satisfactory to Bond Holder by the tenth day of the month and annually thereafter. Borrower must permit any representative of Bond Holder, at any reasonable time, to inspect, audit and examine the books and records of Borrower relating t0 the Property, make copies of the same and inspect the materials relating thereto. I. Notices. Borrower must promptly notify Bond Holder in writing of: 003063~SItJPPAGNIT.3 03/19/96 (a) any litigation affecting Borrower or the Property that may reasonably expected to result in a material adverse change in (i) the financial condition of Borrower, (ii) Borrower's ability to timely perform any of its obligations under any of the Loan Documents, or (iii) the physical condition or operation of the Property; (b) any notice that the Property or Borrower' s business fails in any respect to comply with any Requirement; (c) any other circumstance, event or occurrence that results in a material adverse change in (i) the physical condition or operation of the Property, (ii) the financial condition of Borrower, or (iii) Borrower's ability to timely perform any of its obligations under any of the Loan Documents; (d) any and all notices of default under or relating to the financing of Borrower or the use of the Property by the RTC, County or Issuer, together with copies thereof. J. Indemnity. Borrower agrees to indemnify, defend with counsel acceptable to Bond Holder, and hold Bond Holder harmless from and against all liabilities, claims, actions, damages, costs and expenses (including all legal fees and expenses of Bond Holder's counsel) arising out of or resulting from the ownership, operation, or use of the Property, whether such claims are based on theories of derivative liability, comparative negligence or otherwise, except to the extent that such claims are caused by Bond Holder's gross negligence or willful misconduct. Anything to the contrary in any other Loan Document notwithstanding, the provisions of this Section are not secured by the Deed of Trust, and survive the termination of this Agreement, repayment of the Loa, and the Bonds and foreclosure of the Deed of Trust or similar proceedings. K. Performance of Acts. Upon request by Bond Holder, Borrower must perform all acts necessary or advisable to perfect any lien or security interest provided for in the Loan Documents or to carry out the intent of the Loan Documents. L. Tax Receil~ts. Throughout the term of the Loan, at Borrower's sole expense, Bond Holder must be fumished with a tax services contract issued by a tax reporting agency satisfactory to it. If Borrower's status as a nonprofit corporation results in the elimination of property tax for the Property, upon receipt of evidence of this status, Bond Holder will agree to waive this requirement. M. Notice of Chan~e. Borrower will give Bond Holder and Trustee prior written notice of any change in: (a) the location of its place of business or its chief executive office if it has more than one place of business; and (b) Borrower's name or business structure. (c) Unless otherwise approved by Bond Holder in writing, Borrower agrees that all Property that consists of personal property (other than the books and records) will be located at the Real Property and that all books and records will be located at Borrower's place of business or chief executive office if Borrower has more than one place of business. N. Negative Covenants. Without Bond Holder's prior written consent, Borrower may not: (a) engage in any business activities substantially different from Borrower's present business; (b) liquidate or dissolve Borrower's business; (c) lease or dispose of all or a substantial part of Borrower's business or Borrower's assets; (d) enter into any consolidation, merger, pool, joint venture, syndicate or other combination. O. Performance of A~reements. Borrower must perform and comply with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with hereunder and under (i) the other Loan Documents, (ii) the Permitted Encumbrances, (iii) the Regulatory Agreements and (iv) all agreements entered into or assumed by Borrower in connection with the Property, and will not suffer or permit any default or Event of Default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing. P. KeeVint Third Party Informed. Borrower must keep any third party executing the Deed of Trust or any other security instrument securing the Loan informed of Borrower's financial condition and business operations and all other circumstances that may affect Borrower's ability to pay or perform its obligations under the Loan Documents. In addition, Borrower must deliver to each such person all of the financial information required to be furnished to Bond Holder hereunder. Q. Avvlication of Gross Revenues; Distributions. Borrower will prompfiy apply all Gross Revenues to the payment of all current and past due Operating Expenses and to the repayment of all sums currently due or past due under this Loan, including all Reserve Account deposits and real estate tax escrow payments pursuant to the Deed of Trust; provided, however, so long as no Event of Default or Incipient Default exists, Borcower may retain Gross Revenues after the payment of all current and past due Operating Expenses and all sums due and payable to Bond Holder (for its own account or to be held by i0, Trustee or Issuer at or prior to the time of said distribution. 16 R. Oneratinl~ and Replacement Reserve Account. (a) On or before the Closing, Borrower must establish and thereafter maintain with Bond Holder an interest-bearing reserve account to cover any operating deficit and the costs of replacing Eligible Replacement Items (as defined below) in connection with the Improvements ("Reserve Account"). Funds held in the Reserve Account must be and remain in the exclusive control of Bond Holder. At Closing, the Reserve Account must be capitalized with at least One Hundred Ninety-Three Thousand Eight Hundred Dollars ($193,800), and thereafter Borrower must make the following deposits to the Reserve Account: (i) an amount equal to seventy-five percent (75%) of one month's Gross Revenues (based upon a five percent (5%) vacancy rate) must be deposited on each April 1, commencing April 1, 1997, until the earlier of April 1, 2000, or the date upon which the amount in the Reserve Account is equal to six (6) month's Gross Revenues (as such amount is determined by Bond Holder and provided by Bond Holder to Trustee and Borrower), plus (ii) until April 1, 1999, all Net Operating Income of the Property remaining after payment of Operating Expenses. (b ) Any withdrawal from the Reserve Account for costs incurred by Borrower for Eligible Replacement Items or operating deficits is subject to Bond Holder's approval which may be granted or withheld at Bond Holder's sole, reasonable discretion. In exercising its reasonable discretion, Bond Holder will consider disbursing such amounts to Borrower provided the following conditions have been satisfied in Bond Holder's reasonable judgment: (i) Bond Holder must have received a written request signed by Borrower together with documentation and information Bond Holder may require. Each request must be acceptable in form and substance to Bond Holder in the exercise of its reasonable judgment and include such items of information and documentation, such as invoices, canceled checks, lien waivers and other evidence as Bond Holder may require to show that Borrower is in compliance with the Loan Documents; (ii) The Improvements have not been materially damaged; (iii) The Land and Improvements or any interest in the Land and Improvements have not been materially affected by eminent domain or condemnation proceedings; (iv) Borrower must provide the title insurance policy endorsements Bond Holder has reasonably required to insure first lien priority of the Loan, as well as such other matters relating to the Eligible Replacement Items as Bond Holder may specify; (v) No Event of Default may have occurred and be continuing; and ~03063',SUppAGMT,3 03/19/96 17 (vi) No Incipient Default may have occurred and be continuing unless it can be cured by the requested disbursement from the Reserve Account. (c) Any withdrawal from the Reserve Account must be replenished from Gross Revenues until the Reserve Account's balance is equal to a minimum which rapresents six (6) months of the Property's gross income based on stabilized occupancy of residential units at ninety- five percent (95%). (d) No cash flow distributions may be made to Borrower until and unless the Reserve Account is funded in accordance with this Section. (e) The funds held in the Reserve Account are pledged as additional security for the indebtedness evidenced by the Note and secured by the Deed of Trust. Borrower agrees to execute any financing statements in connection therewith as Bond Holder may masonably request. Upon a default by Borrower on any payment due under the terms of the Note and the Bonds or any ten or provision of the Loan Documents or the Indenture, the giving of any applicable notice to Borrower (but not to any third parties) and the expiration of any applicable cure period, Bond Holder, in its sole and absolute discretion, may deduct from and apply all or any portion of the monies in the Reserve Account in any order it deems advisable, as follows: (i) to payment of the indebtedness evidenced by the Note and the Bonds or any unpaid fees, costs or expenses Borrower is required to pay under any Loan Documents, provided, however, the application of such funds will not cure or be deemed to cure any default; (ii) to reimburse Bond Holder for any losses or expenses (including masonable legal fees) suffered or incurred by Bond Holder as a result of the default; (lii) Improvements; or to make or complete rapairs or replacements to the (iv) to any payment in connection with exercising all rights and remedies available to Bond Holder at law or in equity or under any of the Loan Documents. (f) Nothing in this Section may in any manner whatsoever alter, impair or affect the obligations of Borrower or relieve Borrower of any of its obligations to make payments and perform all of its obligations as required under the Loan Documents. (g) Borrower agrees to indemnify defend and hold harmless Bond Holder from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs or expenses, including litigation costs and masonable attorneys' fees, arising from or in any way connected with the Reserve Account, except to the extent caused by Bond Holder's gross negligence or willful misconduct. 003063x, SIJPPAGMT.3 03/19/96 18 (h) Bond Holder's release of funds from the Reserve Account or other acknowledgement of completion of any repair or replacement may not be deemed an acknowledgement that the repair or replacement has been completed in accordance with applicable building, zoning or other codes, ordinances, statutes, laws, regulations or requirement of any Govemmentai Authority. (i) After April 1, 1999, Borrower must maintain a minimum balance of Three Hundred Ninety Thousand Dollars ($390,000) in the Reserve Account, which represents six (6) months of the Property's effective gross income with stabilized occupancy of residential units at ninety-five pement (95%). "Eligible Replacement Items" means Capital Improvement Items (as defined below) and other substantial items approved by Bond Holder in its masonable judgment, but does not include maintenance and rapairs made during the normal course of busthess, including broken windows, roof repairs and maintenance, landscaping, office equipment, interior painting, tim-damaged equipment, building additions and any rapair or maintenance items. "Capital Improvement Items" means items recognized as capital improvements in accordance with generally accepted accounting practices that require an outlay of funds for acquisition or improvement of a fixed asset which can be depreciated over its useful life and extends the life or increases the productivity of the Improvements. S. Funds Del~osited with Bond Holder. All funds of Borrower which are deposited with Bond Holder pursuant to this Agreement or any other Loan Document, whether for the benefit of Trustee or otherwise, will be held in the Segregated Account. Any interest which accrues on said funds will, at Bond Holder's sole option, be paid to Borrower or be held as pan of the applicable funds being held by Bond Holder for the same purpose for which the principal sum of said funds is being held by Bond Holder. To secure all of Borrower's obligations to Bond Holder, Trustee or both under the Loan Documents, Borrower hereby grants to Bond Holder and Trustee, on behalf of Bond Holder, a security interest in all funds now or hereafter deposited with Bond Holder, held in the Segregated Account or otherwise in Bond Holder's possession, custody or control pursuant to the provisions of this Agreement or any other Loan Document, including all funds deposited pursuant to the Deed of Trust and Section 4. I.R, 4. 1.U and 4.1.V of this Agreement. So long as an Event of Default exists, Bond Holder will have such rights with respect to such funds and any interest accrued thereon as am provided by applicable law, this Agreement or the Loan Documents, and may pay such funds to Trustee and direct Trustee to repay the Loan and effect a mandatory redemption of the Bonds. Without limiting any of the foregoing provisions, at the request of Bond Holder, Borrower will execute and deliver from time to time such documents as may be necessary or appropriate, in Bond Holder's sole judgment, to assure Bond Holder that it has a first priority perfected security interest in and Hen on all funds deposited pursuant to Section 4. 1.R, 4. 1 .U and 4. 1 .V of this Agreement, including the creation of a deposit account in the name of Borrower or Bond Holder in a banking institution approved by Bond Holder, as directed by Bond Holder, into which any or all of such funds will be deposited and maintained, subject to the rights of Bond Holder with respect to such funds as provided heroin. Funds held by Bond Holder for the benefit of Trustee or otherwise pledged to Bond Holder to secure payments under the Loan Documents will be held in Qualified Investments by Bond Holder. Bond Holder will have no responsibility or liability for any loss or diminution of funds on account of such investment or for such investment being in violation of Section 148 of the Code, including any Determination of Taxability as a result of the violation of such Section so long as each investment is a Qualified Investment. T. Appraisal. At any time prior to the Investment Maturity Date, Borrower will cooperate with Bond Holder and use reasonable efforts to assist Bond Holder in obtaining an appraisal of the Property. Such cooperation and assistance from Borrower will include but not be limited to the obligation to provide Bond Holder or Bond Holder's appraiser with the following: (i) reasonable access to the Property, (ii) a current certified rent roll for the Property in form and substance satisfactory to Bond Holder, including a list of all apartment units by number, size and type of units, current asking rents and a history of change in asking rents and historical vacancy for the past three years, (iii) current and budgeted income and expense statements for the prior three years, (iv) a site plan and survey of Property, (v) the building plans and specifications, including typical elevation and floor plans, (vi) a photocopy of the deed conveying the Property to Borrower, together with the legal description of the Property, (vii) the current and prior year real estate tax bills, (viii) a detailed list of past and scheduled capital improvements and the costs thereof, (ix) a summary of the then current ownership entity, (x) all environmental reports and other applicable information relating to the Property, and (xi) copies of all recent appraisals/property description information or brochures, including descriptions of amenities and services relating to the Property. The appraiser performing any such appraisal will be engaged by Bond Holder, and Bond Holder will be responsible for any fees payable to said appraiser in connection with an appraisal of the Property. U. Event of Taxability. Borrower understands that the interest rates provided under this Agreement are based on the assumption that interest income received by Bond Holder will be excluded from Bond Holder's gross income under Section 103 of the Code and that the credit will be Bank Qualified. If an Event of Taxability (as defined below) will have occurred with respect to any Bonds, all of such Bonds will be subject to redemption at a redemption price (the "Taxable Redemntion Price") equal to the sum of 100% of the principal amount thereof, plus accrued interest to the date of redemption, plus unless the Event of Taxability is due solely to an act or omission of Bond Holder, a premium equal to (i) the amount necessary so that after giving effect to receipt thereof by Bond Holder, Bond Holder will have received interest on the principal amount of the Bonds at the after-tax equivalent rate (to be calculated by dividing the Interest Rate by one minus the combined applicable state (if any) and federal marginal tax rates for Bond Holder (as conclusively determined by the accounting firm or fwms preparing Bond Holder's income taxes for the period or periods in question) for the period elapsed between the later of the date of issuance of such Bonds or the date as of which the Bonds cease to be tax-exempt obligations under Section 103 of the Code (i.e. Bank Qualified) and the date of redemption, plus (ii) any penalties or interest that Bond Holder may have had to pay as a result of interest on such Bonds being deemed taxable, plus (iii) reasonable accountants' costs and attorneys' fees resulting from any dispute with the hternal Revenue Service concerning the proper tax treatment of the amounts advanced and the interest payable to Bond Holder under this Agreement or the Loan Agreement. Bond Holder will certify the Taxable Redemption Price to Trustee. Borrower will effect such optional redemption by paying to Trustee an amount equal to the Taxable Redemption Price as a prepayment of the Loan, and along with such 003063k~LrPPAGMT.3 03/19/96 20 payment will give the Issuer written notice of Borrower's desire to effect such propayment and redemption and will insUmct Trustee to effect such propayment and redemption. If an Event of Taxability will have occurred with respect to any Bonds, then on or after the Taxability Redemption Dam (as hereinafter defined), if Bond Holder will have notified Borrower in writing of its desire to require a propayment of the Loan to effect a mandatory redemption of the Bonds, then the Bonds will be subject to mandatory redemption at the Taxable Redemption Price set forth above and Bond Holder will instruct Trustee to take such action. If Borrower will not have effected such mandatory redemptior. within thirty days after Borrower's receipt of such notice from Bond Holder, a Taxability Default CTaxabilitv Default") will exist. A Taxability Redemption Date CTaxabilitv Redemt~tion Date") will occur on the date when Borrower receives written notice of the occurrence of an Event of Taxability. As used herein, "Event of TaxabiliW" means, with respect to any of the Bonds, the occurrence of any of the following events: (i) Borrower, Issuer or Trustee receives notice from Bond Holder that Bond Holder has discovered any facts, actions or failures to act by Borrower or Issuer that would cause the Bonds not to be treated as either Bank Qualified or tax-exempt. (ii) the receipt by Issuer, Borrower, Trustee or Bond Holder of any written notice by the Commissioner of Internal Revenue (the "Commissioner") or any District Director of Intemal Revenue (herein so called) that a Determination of Taxability has occurred; or (iii) the receipt by Issuer, Borrower or Bond Holder of any written notice from Trustee stating that Trustee has been advised (i) by any owner or former owner of such Bonds that the Internal Revenue Service has determined in writing that them has been a Determination of Taxability or (ii) by written notice from the Commissioner or any District Director of Internal Revenue that them has been a Determination of Taxability. Bond Holder and Borrower each agree to deliver copies of all such written determinations received by it to the other persons and entities listed above. As used herein, "Determination of Taxability" will mean, and will be deemed to have occurred on the date of the occurrence of, any challenge by the Internal Revenue Service or other Governmental Agency, whether by audit of Bond Holder, Trustee, Issuer or Borrower, of the status of the Advances or the Bonds as Bank Qualified, or any event or the existence of any circumstance that has the effect of causing the interest payable on the Bonds or the distributive share of such interest payable to a Bond Holder to become includable in the gross income for federal income tax purposes of any owner, former owner of the Bonds (other than any such owner who is a "substantial user" of the project financed by the Bonds or a "related person" of such substantial user within the meaning of Section 147(a) of the Code or Section 103(b)(13) of the Code), unless such interest is includable by virtue of the applicability of an alternative minimum tax, branch profits tax, environmental tax, or tax of a similar nature imposed in general with respect to obligations such as 21 the Bonds; provided, however, that in no event will Bond Holder constitute a "substantial user" or "related person" for purposes of this definition or the consequences thereof unless, and only for such period as, Bond Holder obtains title to the Premises as a result of the exercise of foreclosure rights or otherwise. Whenever the Loan is subject to prepayment under this Section 4.1.U or the Bonds are subject to mandatory redemption under Section 4.01(e) of the Indenture, Bond Holder may apply any monies held by it under this Section 4.1.U to effect a prepayment of the Loan and mandatory redemption of Bonds at the Taxable Redemption Price set forth above. Anything in this Section to the contrary notwithstanding, any payment otherwise due or made under this Section will be subject to the limitation that no amount will be due and payable under this Section which would result in interest payab!e on the Bonds at a rate in excess of the "Maximum Lawful Rate", as defined in the Indenture. The obligations of Borrower and Issuer under Section 4.1.U shall survive termination of this Agreement and repayment of the credit provided hereunder. V. Redemvtion of Bonds and Other Payments. Under this Agreement, in certain circumstances specified in this Agreement, funds held by or paid to Bond Holder for the benefit of Trustee are to be used to propay the Loan and effect a mandatory redemption of the Bonds. Bond Holder will, upon payment of such funds to Trustee, advise Trustee, in writing, of the section of this Agreement pursuant to which such payment is made. In the event of any such prepayment to effect a redemption, if the amount so held by Bond Holder is not an even multiple of $500, Bond Holder will continue to hold any amount in excess of an even multiple of $500 and will combine such excess amount with any funds which, in the future, are held by Bond Holder and used to effect such a redemption. W. No Hedne Bonds. As of the Closing, Borrower and Issuer, based on representations of Borrower, reasonably expect that at least eighty-five percent (85%) of the spendable proceeds of the Loan will be expended within three years of the date of issuance of Loan. Less than fifty percent (50%) of the proceeds of the Loan were invested in investment securities with a substantially guaranteed yield for four years or longer. 4.2 Use or Leasing of the Provertv A. Use of the Prooertv. Borrower must not change its intended use of the Property without Bond Holder's prior written approval. B. Leasing. (a) Each lease of any part of the Property is subject to Bond Holder's written approval as to form and substance prior to execution and delivery. Bond Holder must approve Borrower's standard form of residential lease or rental agreement prior to its use by Borrower. Borrower may not materially modify the approved standard form residential lease without Bond Holder's prior written consent. (l~3063X,%n, JppAGMT.3 03/19t9~ 22 The foregoing notwithstanding, Borrower may enter into residential leases (and amendments) in the ordinary course of business with bona fide third party residential tenants without Bond Holder's prior written consent if Borrower uses the approved standard from residential lease and: (i) Within fifteen (15) days after Bond Holder's written request therefor, Bond Holder receives a copy of the executed lease (accompanied by all financial information and certificates obtained by Borrower pertaining to the tenant); and, (ii) The lease does not affect more than one (1) residential unit within the Improvements. (b) In the exercise of its sole discretion, Bond Holder may consider any executed lease it receives to be unsatisfactory if the lease fails to meet any of the requirements of this Agreement. If this happens, or if Borrower at any time falls to submit any executed lease (and accompanying information) at the time required by this Section, or if any Event of Default has occurred and is continuing, Bond Holder may make written demand on Borrower to submit all future leases for Bond Holder's approval prior to execution. Borrower must comply with any such demand by Bond Holder. (c) The residential units within the Improvements must be occupied by qualifying low-and very-low-income tenants in accordance with the Regulatory Agreements and the Bond Regulatory Agreement C. Delivery of Leasin~ Information and Documents. Borrower must deliver to Bond Holder monthly rent rolls for the Property by the fifteenth (15th) day of the month. Commencing with the furst anniversary of recordation of the'. Deed of Trust, Borrower must deliver such rent rolls quarte~y. Borrower must promptly deliver to Bond Holder tenant income certificates, leasing schedules and reports and other leasing information as Bond Holder from time to time may request. Borrower must promp~y obtain and deliver to Bond Holder estoppel certificates and subordination and attornment agreements from non-residential tenants in such forms as Bond Holder from time to time may require. D. Pumose and Effect of Lease Approval. Bond Holder's approval of any lease is for the sole purpose of protecting Bond Holder's security and preserving Bond Holder's rights under the Loan Documents. No approval by Bond Holder will result in a waiver of any default of Borrower. Bond Holder's approval of any lease is not a representation of any kind regarding the lease, its enforceability or the financial capacity of any tenant. E. Landlord's Oblil/ations. Borrower must perform all obligations required to be performed by it as landlord under any lease affecting any part of the Property or any space within the Improvements. F. Income from Property. Borrower must first apply all income derived from the Property, including all income from leases, to pay costs and expenses associated with the ownership, maintenance, operation and leasing of the Property, including all mounts then required to be paid under the Loan Documents, before using or applying such income for any other purpose. No such income may be distributed or paid to any parmer, shareholder or, if Borrower is a trust, to any beneficiary or trustee, unless all costs and expenses then due have been paid in full. ARTICLE 5 HAZARDOUS SUBSTANCES 5.1 Revresentation and Warranty Rel~ardin~ Hazardous Substances. Before signing this Agreement, Borrower reseamhed and inquired into the previous uses and owners of the Property. Based on that due diligence, Borrower represents and warrants that, except as Borrower has disclosed to Bond Holder in writing prior to the execution of this Agreement, to the best of Borrower's knowledge, (i) no Hazardous Substance has been disposed of, or released to or from, or otherwise now exists in, on, under or around, the Property, and (ii) no aboveground or underground storage tanks are now or have ever been located on or under the Property. 5.2 Comnliance Re~ardinl~ Hazardous Substances. Borrower has complied, and will comply and cause all tenants and any other persons who may come upon the Property to comply, with all federal, state and local laws, regulations and ordinances governing or applicable to Hazardous Substances, including those requiting disclosures to prospective and actual buyers or tenants of all or any portion of the Property. Borrower will not install or allow to be installed any aboveground or underground storage tanks on the Property. Borrower must comply with the recommendations of any qualified environmental engineer or other expert engaged by Borrower or Bond Holder or Trustee with respect to the Property. 5.3 Notices Re~ardin~ Hazardous Substances. Borrower must promptly notify Trustee and Bond Holder in writing (i) ff it knows, suspects or believes there may be any Hazardous Substance in or around any part of the Property, any improvements constructed on the Property, or the soil, groundwater or soil vapor on or under the Property, or that Borrower or the Property may be subject to any threatened or pending investigation by any governmental agency under any law, regulation or ordinance pertaining to any Hazardous Substance, and (ii) of any claim made or threatened by any person, other than a governmental agency, against Borrower arising out of or resulting from any Hazardous Substance being present or released in, on or around any part of the Property, any Improvements constructed on the Property or the soil, groundwater or soil vapor on or under the Property (any of the matters described in clauses (i) and (ii) above a "Hazardous Substances Claim"). 5.4 Site Visits, Observations and Testing. (a) Bond Holder, its parent, subsidiaries and any aft'ffated companies, any assignees of any of Bond Holder's interest in the Bonds, the Indentore, the Loan or the Loan 003063',A'UPpAGMT.3 0a/tgs~ 24 Documents, any owners of participation or other interests in the Bonds, the Indenture, the Loan or the Loan Documents, any purchasers of the Property at any foreclosure sale or from Bond Holder o~ any of its affiliates, and the officers, directors, employees and agents of each of them (each individually, an "Indemnified Party," and all collectively, the "Indemnified Parties"), have the right at any reasonable time to enter and visit the Property for the purposes of observing the Property, taking and removing soil or groundwater samples and conducting tests on any part of the Property. The Indemnified Parties have no duty, however, to visit or observe the Property or to conduct tests, and no site visit, observation or testing by any Indemnified Party imposes any liability on any Indemnified Party. In no event will any site visit, observation or testing by any Indemnified Party be a representation that Hazardous Substances am or are not present in, on or under the Property, or that there has been or will be compliance with any law, regulation or ordinance pertaining to Hazardous Substances or any other applicable governmental law. Neither Borrower nor any other party is entitled to rely on any site visit, observation or testing by any Indemnified Party. The Indemnified Parties owe no duty of care to protect Borrower or any other party against or to inform Borrower or any other party of any Hazardous Substances or any other adverse condition affecting the Property. Any Indemnified Party must give Borrower masonable notice before entering the Property. The Indemnified Party will make reasonable efforts to avoid interfering with Borrower's use of the Property in exercising any rights provided in this Section. (b) Without limiting the generality of the foregoing, Borrower agrees that the Indemnified Parties have the same right, power and authority to enter and inspect the Property as a secured lender under Section 2929.5 of the California Civil Code and the right to appoint a receiver to enforce this right to enter and inspect the Property to the extent such authority is provided under California law, including the authority given to a secured lender under Section 564(c) of the California Code of Civil Procedure. Borrower must pay all costs and expenses incurred by an Indemnified Party in connection with any inspection or testing conducted in accordance with this Section. The results of all investigations conducted and/or reports prepared by or for any Indemnified Party must at all times remain the property of the Indemnified Party and under no circumstances does any Indemnified Party have any obligation whatsoever to disclose or otherwise make available to Borrower or any other party the results or any other information obtained by any of them in connection with the investigations and reports. The foregoing notwithstanding, the Indemnified Parties hereby reserve the right, and Borrower hereby expressly authorizes any Indemnified Party, to make available to any party (including any governmental agency or authority and any prospective bidder at any foreclosure sale of the Property) any and all reports, whether prepared by any Indemnified Party or prepared by Borrower and provided to any Indemnified Party (collectively, "Environmental Reports") that any Indemnified Party may have with respect to the Property. Borrower consents to the Indemnified Parties' notifying any party (either as part of a notice of sale or otherwise) of the availability of any or all of the Environmental Reports and the information contained therein. Borrower acknowledges that the Indemnified Parties cannot control or otherwise assure the truthfulness or accuracy of the Environmental Reports and that the release of the Environmental Reports, or any information contained therein, to prospective bidders at any foreclosure sale of the Property may have a material and adverse effect upon the amount that a party may bid at such sale. Borrower agrees that the Indemnified Parties have no liability whatsoever as a result of delivering any or all of the Environmental Reports or any information contained therein to 003063'~PPAGMT.3 o3/~9~ 25 any third party, and Borrower hereby releases and forever discharges the Indemnified Parties from any and all claims, damages, or causes of action, arising out of, connected with or incidental to the Environmental Reports or the delivery thereof. 5.5 Remedial Work. Borrower must prompfiy undertake any and all remedial work ("Remedial Work") in response to Hazardous Substances Claims to the extent required by governmental agency or agencies involved or as recommended by prudent business practices, ff such standard requires a higher degree of remedialion, and in all events to minimize any impairment to Trnstec's or Bond Holder's security under the Loan Documents. All Remedial Work must be conducted (a) in a diligent and timely fashion by licensed contractors acting under the supervision of a consulting environmental engineer; (b) pursuant to a detailed written plan for the Remedial Work approved by all public or private agencies or persons with a legal or contractual right to such approval; (c) with insurance coverage pertaining to liabilities arising out of the Remedial Work as is then customarily maintained with respect to such activities; and (d) only following receipt of any required permits, licenses or approvals. The selection of the Remedial Work contractors and consulting environmental engineer, the contracts entered into with such parties, any disclosures to or agreements with any public or private agencies or parties relating to Remedial Work and the written plan for the Remedial Work (and any changes thereto) at Bond Holder's option, is subject to Bond Holder's prior written approval, which may not be unreasonably withheld or delayed. 5.6 Secured Obligation. The obligations and rights of the parties under this Article are secured by the Deed of Trust until the first to occur of full and final repayment of the Loan or the transfer of title to all or any part of the Property at a foreclosure sale under the Deed of Trust, either pursuant to judicial decree or the power of sale contained in the Deed of Trust or by deed in lieu of such foreclosure (any of the foregoing transfers being referred to as a "Foreclosure Transfer"). The parties' obligations and rights under this Article continue in full force and effect after the full and final payment of the Loan and the Bonds or a Foreclosure Transfer, as the case may be, but (a) in the case of a full and final payment of the Loan and the Bonds, Borrower's obligations under this Article are thereafter limited to the indemnification obligations of Sections 5.8 and 5.--9 as to Indemnified Costs (as defined below) arising out of or as a result of events prior to the full and final payment of the Loan and the Bonds, and (b) in the case of a Foreclosure Transfer, the obligations do not include the obligation to reimburse any Indemnified Party for diminution in value of the Properly resulting from the presence of Hazardous Substances on the Property before the date of the Foreclosure Transfer if, and to the extent, that the Indemnified Party recovers on a deficiency judgment which included compensation for such diminution in value; provided, however, that nothing in this sentence impairs or limits an Indemnified Party's right to obtain a judgment in accordance with applicable law for any deficiency in recovery of all obligations that are secured by the Deed of Trust, including the Note. As used in this Agreement, the term "Indemnified Costs" means all actual or threatened liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of Bond Holder's counsel), including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work (whether of the Property or any 003063~SUPPAGMT.3 03/19/96 26 other property), or any resulting damages, harm or injuries to the p~rson or property of any third parties or to any natural resources. 5.7 Indemnity Regardin~ Hazardous Substances. Borrower indemnifies, defends and holds the Indemnified Parties, and the Trustee and the Issuer and their respective officers, directors and agents (collectively, the "Additional Indemnitees," and individually, an "Additional Indemnitee") harmless from and against any and all Indemnified Costs dimfly or indirectly arising out of or resulting from any Hazardous Substance being present or released in, on or around any part of the Property, or in the soil, groundwater or soil vapor on or under the Property, including: A. any claim for Indemnified Costs asserted against any Indemnified Party or any Additional Indemnitee by any federal, state or local governmental agency, including the United States Environmental Protection Agency and the California Department of Health Services, and including any claim that any Indemnified Party is liable for any such Indemnified Costs as an "owner" or "operator" of the Property under any law relating to Hazardous Substances; and B. any claim for Indemnified Costs asserted against any Indemnified Party or any Additional Indemnitee by any person other than a govemmental agency, including (i) any person who may purchase or lease all or any portion of the Property from Borrower, from any Indemnified Party or any Additional Indemnitee or from any other pumhaser or lessee, (ii) any person who may at any time have any interest in all or any portion of the Property, (iii) any person who may at any time be responsible for any clean-up costs or other Indemnified Costs relating to the Property, and (iv) any person claiming to have been injured in any way as a result of exposure to any Hazardous Substan and C. any Indemnified Costs incurred by any Indemnified Party or any Additional Indemnitee in the exercise by the Indemnified Party or any Additional Indemnitee of its rights and remedies under this Agreement; and D. any Indemnified Costs .incurred by any Indemnified Party or any Additional Indemnitee as a result of currently existing conditions in, on or around the Property, whether known or unknown by Borrower or the Indemnified Paxties or the Additional Indemnitees at the time this Agreement is executed, or attributable to the acts or omissions of Borrower, any of Borrower's tenants, or any other person in, on or around the Property with the consent or under the direction of Borrower. E. Borrower, the Indemnified Parties and the Additional Indemnitees intend that, to the extent Indemnified Costs are not recoverable under Section 736(a) of the California Code of Civil Procedure, Indemnified Costs may be otherwise recoverable under the law of the State of California, as provided in Section 736(d) of the Code of Civil Procedure. 5.8 Defense of Indemnified Parties. Upon demand by any Indemnified Party or any Additional Indemnitee, Borrower must defend any investigation, action or proceeding involving any Indemnified Costs brought or commenced against any Indemnified Party or any Additional 003063~dppAGMT.3 os/xgs6 27 Indemnitee, whether alone or together with Borrower or any other person, all at Borrower's own cost and by counsel approved by the Indemnified Party or any Additional Indemnitee. In the alternative, any Indemnified Party or any Additional Indemnitee may elect to conduct its own defense at Borrower's expense. 5.9 Remedies Ul~on Default. A. In addition to any other rights or remedies Bond Holder may have under this Agreement, at law or in equity, upon the occurrence of an Event of Default under this Agreement, Bond Holder may (a) pursue any remedies available to it under California Code of Civil Procedure Sections 726.5 and 736; and/or (b) do or cause to be done whatever is necessary to cause the Property to comply with any and all laws, regulations and ordinances governing or applicable to Hazardous Substances, and any other applicable law, rule, regulation, order or agreement, and the cost thereof will become immediately due and payable upon demand by Bond Holder, and if not paid when due will accrue interest at the Default Rate until paid. Without limiting any of the remedies provided in the Loan Documents, Borrower acknowledges and agrees that: (i) the provisions of this Article are environmental provisions, as that term is defined in Section 736(t')(2) of the Califomia Code of Civil Procedure, made by Borrower relating to the real property security; (ii) that Borrower's failure to comply with the terms of this Agreement is a breach of contract giving Bond Holder the fight to enforce monetary and other remedies provided under Section 736 of the Califomia Code of Civil Procedure ("Section 736"); and (iii) an action by Bond Holder for damages or enfomement of this Agreement does not constitute an action within the meaning of Section 726(a) of the California Code of Civil Procedure or constitute a money judgment for deficiency or a deficiency judgment within the meaning of Sections 580a, 580b or 726(b) of the Califomia Code of Civil Procedure. B. Borrower hereby acknowledges and agrees that any amounts realized by Bond Holder by reason of the following may be applied to pay the obligations secured by the Deed of Trust prior to being applied to pay Borrower's obligations to reimburse Bond Holder for costs and expenses, including those incurred by Bond Holder in enforcing its fights and remedies under the provisions of this Article: (a) any payments made pursuant to any Loan Document (other than payments made to Bond Holder for reimbursement of costs and expenses or for enforcement of its rights and remedies, under the provisions of this Article); (b) any foreclosure of the Deed of Trust or the other documents evidencing or securing the Loan (including any amounts realized by reason of any credit bid in connection with any such foreclosure); (c) any conveyance in lieu of foreclosure; (d) any other realization upon any security for the Loan; (e) any recoveries against Borrower personally (except for recoveries against Borrower for reimbursement of costs and expenses or enforcement of Bond Holder's rights and remedies under this Article); and (f) any recoveries against any person or entity other than Borrower (including any guarantor) to the maximum extent permitted by applicable law. ARTICLE 6 AGREEMENT TO PURCHASE BONDS 6.1 A~reement to Purchase Bonds. On the basis of the covenants, agreements and representations of Borrower contained in, and subject to the terms and conditions set forth in, this Agreement and the other Loan Documents, Bond Holder agrees to purchase the Bonds for the sum of Dollars ($ ). ARTICLE 7 DEFAULT AND REMEDIES 7.1 Events of DefaulL Each of the following will constitute an "Event of Default" under this Agreement: A. Trustee fails to receive, within five (5) days following the due date thereof, any payment due under the Note or Loan Agreement, or Bond Holder falls to receive, within five (5) days following the due date thereof, any payment due under the Bonds; or B. Borrower or any guarantor falls to pay within ten (10) days following written notice from Bond Holder or Trustee any amounts due under this Agreement, the Loan Agreement o' any of the other Loan Documents, other than installments of principal or interest on the Loan; or C. Any representation or warranty made by Borrower in or pursuant to this Agreement or otherwise made in writing in connection with or as contemplated by this Agreement is incorrect or false or misleading in any material respect as to the period of time to which it relates; or D. An Event of Default exists under the Deed of Trust, the Loan Agreement, the Indenture or any other Loan Document; or E. Any representation to Bond Holder by Borrower as to the financial condition or credit standing of Borrower, or any financial statement provided to Bond Holder pursuant to any Loan Document, is or proves to be false or misleading in any material r~pect; or F. An Accelerating Transfer (as defined in the Deed of Trust) occurs; G. There is a material adverse change in Borrower's financial condition, or event or condition that materially impairs Borrower's intended use of the Property or Borrower's ability to repay the Loan; or H. Bond Holder or Trustee fails to have an enforceable first lien on or security interest in any property given as security for the Loan; or 003063XSUPPAGMT.3 o3/xgm 29 I. Borrower becomes insolvent or the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships; or J. Borrower dissolves or liquidates; or K. A final non-appealable judgment or judgments for the payment of money in excess of the aggregate sum of $50,000.00 is rendered against Borrower and such judgment or judgments remains undischarged for a period of sixty (60) consecutive days during which the execution will not be effectively stayed; or L. A Determination of Taxability occurs; or M. Borrower fails to pay Trustee an mount sufficient to effect a redemption of all of the Bonds on or before the Investment Maturity Date, or Bond Holder does not receive, in cash, the full mount of the Bonds, together with any accrued interest thereon and al/Advances made by Bond Holder and any other amounts due Bond Holder under this Agreement, the Indenture or the Deed of Trust on or before the Investment Maturity Date; or N. Borrower fails to timely observe, perform or comply with any covenant contained in this Agreement other than those referred to in clauses (A), (L) or (M) and does not cure that failure within thirty (30) days ("Initial Cure Period") after written notice from Bond Holder; or ninety (90) days after that written notice so long as Borrower begins within the Initial Cure Period and diligen~y continues to cure the failure, and Bond Holder, exercising reasonable judgment, determines that the cure cannot reasonably be completed at or before expiration of the Initial Cure Period; or O. A default is declared or occurs under the Loan Documents or Regulatory Agreements of any of Issuer, County or RTC or under the Bond Regulatory Agreement (and, if a cure period is provided with respect to said default, said default is not fully cured within the period provided by the document for cure of said default). 7.2 Remedies. If an Event of Default occurs under this Agreement, A. Bond Holder may exercise any fight or remedy it has under any of the Loan Documents, or is otherwise available at law or in equity or by statute. All of Bond Holder's rights and remedies are cumulative. All of Borrower's obligations under the Loan Documents will become immediately due and payable, together with the applicable premium, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or charactcr, all at Bond Holder's option, exercisable in its sole discretion. B. Bond Holder has the right in its sole discretion to enter the Property and take possession of it, whether in person, by direction to Trustee, by agent or by court-appointed receiver, collect rents and otherwise protect its collateral and rights under the Loan Documents. If Bond 003063~UPPAGMT.3 o~ngs~ 30 Holder exercises any of the rights or remedies provided in this Section B, that exercise will not ma' Bond Holder a partner or joint venturer of Borrower. All sums that are expended by Bond Holder preserving its collateral will be considered an additional loan to Borrower secured by the Deed of Trust and bearing interest at the Default Rate. C. Apply the sum of any Segregated Account, including Reserve Account payments, then being held by Bond Holder to the repayment of the Loan and the Bonds. Anything in this Agreement to the contrary notwithstanding, all funds advanced or disbursed by Bond Holder pursuant to the provisions of this Article 7 will be deemed advanced by Bond Holder under an obligation to do so regardless of the identity of the person or persons to whom such funds are paid and will bear interest at the Default Rate. Funds advanced or disbursed by Bond Holder in the exercise of its judgment that the same are needed to protect its security or to otherwise perform any obligations of Borrower hereunder are to be deemed obligatory advances hereunder and are to be added to the total indebtedness evidenced by the Note and secured by the Deed of Trust and the other Loan Documents and said indebtedness will, if necessary, be increased accordingly. ARTICLE 8 REFERENCE AND ARBITRATION 8.1 Judicial Reference. In any judicial action between or among the parties, including bk not limited to any action or cause of action arising out of or relating to this Agreement or the Loan Documents or based on or arising from an alleged tort, all decisions of fact and law will at the request of any party be referred to a referee in accordance with California Code of Civil Procedure Sections 638 et seq. The parties will designate to the court a referee or referees selected under the auspices of the American Arbitration Association CAAA") in the same manner as arbitrators are selected in AAA-sponsored proceedings. The presiding referee of the panel, or the referee if there is a single referee, must be an active attorney or retired judge. Judgment upon the award rendered by the referee or referees may be entered in the court in which the proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645. 8.2 Mandatory Arbitration. After the Deed of Trust has been released, fully reconveyed, or extinguished, any controversy or claim between or among the parties, including those arising out of or relating to this Agreement or the Loan Documents and any claim based on or arising from an alleged tort, must at the request of any party be determined by arbitration. The arbitration must be conducted in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the AAA. The arbitrator(s) must give effect to statutes of limitation in determining any claim. Any controversy conceming whether an issue is arbitrable will be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy does not constitute a 003063',SUPPAGMT.3 o~/~ 3 1 waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. 8.3 Real Pronertv Collateral. The provisions of Section 8.2 notwithstanding, no controversy or claim may be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, the controversy or claim arises from or relates to an obligation to Bond Holder which is secured by real property collateral. If all parties do not consent to submission of the controversy or claim to arbitration, the controversy or claim must be determined as provided in Section 8.1. 8.4 Provisional Remedies, Self-Heh~ and Foreclosure. No provision of this Article 8 limits the right of any party to this Agreement to exercise self-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or obtaining provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration or other proceeding. The exercise of a remedy does not waive the right of either party to resort to arbitration or reference. At Bond Holder's option, foreclosure under a deed of trust or mortgage may be accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure. ARTICLE 9 MISCELLANEOUS 9.1 No Waiver; Consents. No alleged waiver by Bond Holder will be effective unless in writing, and no waiver will be construed as a continuing waiver. No waiver may be implied from any delay or failure by Bond Holder to take action on account of any default of Borrower. Consent by Bond Holder to any act or omission by Borrower may not be construed as a consent to any other or subsequent act or omission. 9.2 No Third Parties Benefitted. This Agreement is made and entered into for the sole protection and benefit of Bond Holder, Trustee, Issuer and Borrower, and their successors and assigns. No trust fund is created by this Agreement and no other persons or entities (other than Trustee or Issuer, with respect to their rights expressly set forth herein), has any right of action under this Agreement or any right to the Loan funds. 9.3 Notices. All notices given under this Agreement must be in writing and will be effectively served upon delivery, or if mailed, upon the first to occur of receipt or the expiration of forty-eight (48) hours after deposit in first-class or certified United States mail, postage prepaid, sent to the party at its address appearing below its signature. Addresses may be changed by either party by notice to the other party. 9.4 IndemniW Re~ardin~ Construction and Other Risks. Borrower indemnifies, defends and holds the Indemnified Parties and the Additional Indemnitees harmless from and against any and 003063~UPPAGMT.3 03/19/96 32 all Indemnified Costs direc~y or indirectly arising out of or resulting from construction of any improvements on the Property, including any defective workmanship or materials; or any failure to satisfy any requirements of any laws, regulations, ordinances, governmental policies or standards, reports, subdivision maps or development agreements that apply or pertain to the Property; or breach of any representation or warranty made or given by Borrower to any of the Indemnified Parties or any of the Additional Indemnitees or to any prospective or actual buyer of all or any portion of the Property; or any claim or cause of action of any kind by any party that any Indemnified Party or any of the Additional Indemnitees is liable for any act or omission of Borrower or any other person or entity in connection with the ownership, sale, operation or development of the Property. 9.5 Attorneys' Fees. If any lawsuit, reference or arbitration is commenced which arises out of, or which relates to this Agreement, the Loan Documents, the Loan or the Bonds, including any alleged tort action, regardless of which party commences the action, the prevailing party will be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees in the action or proceeding, in addition to costs and expenses otherwise allowed by law. Any attorneys' fees incurred by either party in enforcing a judgment in its favor under this Agreement will be recoverable separately from and in addition to any other amount included in the judgment, and the attorneys' fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any judgment. In all other situations, including any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, Borrower agrees to pay all of Bond Holder's costs and expenses, including attorneys' fees, that may be incurred in any effort to collect or enforce the Loan or any part of it or any term of any Loan Document. Attorneys' fees include the allocated costs for services of in-house counsel. 9.6 Heirs, Successors and Assigns. The terms of this Agreement bind and benefit the heirs, legal representatives, successors and assigns of the parties; provided, however, that Borrower may not assign this Agreement without the prior written consent of Bond Holder. Bond Holder has the right to transfer, pledge, assign, negotiate or otherwise hypothecate any of its rights and security hereunder, under the Bonds and under the other Loan documents, subject to the provisions of the Indenture, to any other persons or entities without the consent of or notice to Borrower, and Borrower will accord full recognition thereto. Without the consent of or notice to Borrower, Bond Holder may disclose to any prospective purchaser of any securities issued by Bond Holder, and to any prospective or actual purchaser of any interest in the Bonds or any other loans made by Bond Holder to Borrower, any financial or other information relating to Borrower, the Loan or the Property. 9.7 Internrelation. The language of this Agreement must be construed as a whole according to its fair meaning, and not strictly for or against any party. The word "include(s)" means "inchde(s), without limitation," and the word "including" means "including, but not limited to." 9.8 Bond Holder' s Actions. The authority herein conferred upon Bond Holder and any action taken by Bond Holder or by Trustee at Bond Holder's direction hereunder or in any other Loan Document will be taken by Bond Holder, or Trustee on behalf of Bond Holder, for Bond Holder's protection only, and neither Bond Holder nor Trustee may be deemed to have assumed any responsibility to Borrower or to any other person or persons with respect to any such action herein authorized or taken by Bond Holder or Trustee at Bond Holder's direction. No person may rely upon, or claim to have relied upon, any action taken or failed to have been taken by Bond Holder or Trustee at Bond Holder's direction or any of its representatives. 9.9 Miscellaneous. This Agreement may not be modified or amended except by a written agreement signed by the parties. The invalidity or unenforceability of any one or more provisions of this Agreement in no way may affect any other provision. If Borrower consists of more than one person or entity, each will be jointly and severally liable to Bond Holder for the performance of this Agreement and the other Loan Documents. Time is of the essence in the performance of this Agreement and the other Loan Documents. This Agreement is governed by California law. This Agreement may be executed in one or more counterparts, each of which will, for all purposes, be deemed an original and all counterparts taken together constitute one and the same instrument. 9.10 Integration and Relation to Loan Commitment. The Loan Documents fully state all of the terms and conditions of the parries' agreement regarding the matters mentioned in or incidental to this Agreement. The Loan Documents supersede all oral negotiations and prior writings concerning the subject matter of the Loan Documents, including any loan commitment issued to Borrower. 9.11 Actions. Bond Holder has the right, but not the obligation, to commence, appear in, and defend any action or proceeding which might affect its security or its rights, duties or liabilities relating to the Loan, the Property, or any of the Loan Documents. Borrower must pay promptly on demand all of Bond Holder's reasonable out-of-pocket costs, expenses, and legal fees and expenses of Bond Holder's counsel incurred in those actions or proceedings. 9.12 Publicity. Borrower hereby agrees that Bond Holder, at its expense, may publicize the financing of the Property and, in connection therewith, may use the address, description and a photograph or other illustrative drawing of the Property. 9.13 Relationshivs with Other Bond Holder Customers. From time to time, Bond Holder may have business relationships with Borrower's customers, suppliers, contractors, tenants, panners, shareholders, officers or directors, with businesses offering products or services similar to those of Borrower, or with persons seeking to invest in, borrow from or lend to Borrower. Borrower agrees that in no event may Bond Holder be obligated to disclose to Borrower any information concerning any other Bond Holder customer. Borrower further agrees that Bond Holder may extend credit to those parties and may take any action it may deem necessa~y to collect any such credit, regardless of any effect the extension or collection of such credit may have on Borrower's financial condition or operations. 9.14 Loan Commission. Bond Holder is not obligated to pay any brokerage commission or fee in connection with or arising out of the Loan. Borrower must pay any and all brokerage commissions or fees arising out of or in connection with the Loan. 003063'~SUppAGMT.3 03/19196 34 9.15 Termination of A~reement. Other than (a) indemnification provisions, including indemnification provisions and agreements in Article 5, (b) Section 4.1.J, and (c) Section 9.4, this Agreement will terminate and will be of no further force or effect upon the receipt by Trustee of any and all fees and expenses owed it hereunder or under the Indenture and by Bond Holder of all principal and interest due under the Bonds and other mounts payable under or with respect to the Bonds, under this Agreement or the other Loan documents, including any Redemption Premium, upon the written direction of Bond Holder. Upon such termination, Bond Holder will execute documentation confirming such termination. 9.16 Role of Trustee. For purposes of this Agreement, the Loan Documents, the Loan Agreement, and any documents relating thereto, for such time as this Agreement has not been terminated and Bond Holder remains a Majority Owner (as defined in the Indenture), then Bond Holder will direct Trustee as to the exercise of any right, remedy, trust or power conferred under this Agreement, the Loan Agreement, the Loan Documents and any documents relating thereto. Trustee will not take any action hemunder whatsoever without receipt of written direction from Bond Holder. If Trustee does not receive any written direction from Bond Holder, Trustee may not take any further action pending receipt of such direction. Trustee may refuse to follow any direction that conflicts with law, or this Agreement, or the Indenture, or (unless Trustee has been provided with indemnity satisfactory to it in its sole discretion) that may result in personal liability to Trustee. 9.17 Effect of this A~reement. A. Borrower, Issuer, Bond Holder and Trustee agree that each of the Note, the Deed of Trust and the Loan Agreement is mended by this Agreement so that all of the provisions, agreements, representations and warranties set forth in this Agreement are incorporated by reference into the Note, the Deed of Trust and the Loan Agreement, as applicable. Borrower, Issuer, Bond Holder and Trustee agree that to the extent that the provisions of any of the Note, Deed of Trust or Loan Agreement (other than Section 4.03 with respect to Borrower's recourse obligations to Issuer, Section 9.03 and the last paragraph of Section 4.04 of the Loan Agreemen0 conflict with or are in any manner inconsistent with the provisions of this Agreement, the provisions of this Agreement will control. B. Issuer is entering into this Agreement for the limited purpose of recognizing the foregoing incorporation by reference and control, but nothing contained herein is intended to expand the duties or obligations of Issuer under the Indenture, Loan Agreement or other Loan Documents to which it is a party or to limit the fights of Issuer thereunder. Issuer's approval shall not be required for any consent, approval or waiver under this Agreement. All obligations of Issuer incurred hereunder shall be special, limited obligations of Issuer, payable solely and only from the funds and accounts pledged therefor under the Indenture. C. All representations, warranties and covenants made by Issuer in the Indenture for the benefit of Trustee are hereby incorporated by reference for the benefit of Bond Holder. All representations, warranties and covenants made by Borrower in the Indenture or the Loan Agreement 0O3063~SUPPAGMT.3 03/19.~96 35 for the benefit of either Issuer or Trustee are hereby incorporated by reference for the benefit of Bond Holder. D. Notwithstanding any other provision in this Agreement, this Agreement will not terminate until Trustee and Issuer have received a written opinion of Bond Counsel (as defined in the Indenture) to the effect that termination of this Agreement, in and of itself, will not cause the interest on the Bonds to become includable in the gross income of the holders of the Bonds for federal and state income tax purposes under applicable law in effect on the date of such opinion. 9.18 Survival of Defeasance. Notwithstanding anything in this Agreement to the contrary, the obligation to remit the rebate and to comply with all other requirements contained in this Agreement pertaining to the tax-exempt of Bank Qualified status of the Loan shall survive the defeasance of the Loan. 003063~SvdPPAGMT.3 03119/96 36 IN WITNESS WHEREOF, Borrower, Bond Holder, Issuer and Trustee have caused this Agreeme/ to be executed by their duly authorized representatives as of the day, month and year first above written. "BORROWER" THE COACHELLA VALLEY HOUSING COALITION, a California non-profit public benefit corporation By: Name: Tifie: By: Name: Tifie: Address: The Coachella Valley Housing Coalition 45-701 Monroe Street, Suite G Plaza 1, Indio, CA 92201 AIm: Executive Director "ISSUER" REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA By: Name: Title: Executive Director Address: Redevelopment Agency of the City of Temecula 43174 Business Park Drive Temecula, CA 92590 Atm: Executive Director l~03063~$UPPAGMT.3 03/19/96 37 "TRUSTEE" FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture By: Name: Title: By: Name: Title: Address: First Trust of California, National Association 550 South Hope Street, Suite 500 Los Angeles, CA 90071 Attn: Corporate Trust Administrator "BOND HOLDER" BANK OF AMERICA, FSB, a Federal Savings Bank By: Name: Title: By: Name: Title: Address: Attn: 003063~JPPAGMT.3 03/19/96 38 EXHIBIT A LEGAL DESCRIFHON 003063~LvPpAGMT.3 03/19/96 39 EXHIBIT B PERM1TIED ENCUMBRANCES EXHIBIT C SUMMARY OPINIONS OF COUNSEL BORROWER'S COUNSEL (a) To the best of its knowledge, them is no litigation or administrative proceeding pending or threatened against Borrower in any way contesting or affecting any authority for the issuance of the Bonds, the validity of the Bonds or the federal tax exempt status of interest on the Bonds, or to restrain or enjoin the transactions contemplated by the Bond Documents, or questioning the validity thereof, or in any way contesting the existence or the powers of the Borrower, or in which an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Bond Documents; (b) The amendments (and previous amendments) to the bond documents did not and do not conflict with or constitute a default under original bond documents. This opinion may be given as pan of another opinion to the extent Bond Holder determines that this opinion is subsumed by such other opinion. BOND COUNSEL (a) Bonds, as originally issued and as amended, are tax-exempt under federal and state law; (b) Issuer has authority to execute and deliver all issuer documents (including the Bonds) under Califomia law; (c) The issuer documents (including the Bonds) have been duly authorized and when executed and delivered will constitute valid and legally biding instruments enforceable in accordance with their terms [except....]; (d) All interest on the Bonds (as restructured) is excludable from gross income for federal income tax purposes; not subject to "alternate minimum tax"; (e) The issuer documents and compliance with thereof do not and will not conflict with or constitute on the pan of issuer a breach of or default under any existing law, ordinance, resolution or administrative regulation or court order or consent decree to which the Issuer is subject; (O "Bank-Qualified." 003063k~GppAGMT.3 03n9~ 4 1 EXHIBIT D CERTIFICATES OF ISSUER AND BORROWER 1. No Arbitra~e. The Bonds are not and will not be part of a transaction or series of transactions that attempts to circumvent the arbitrage provisions of Section 148 of the Code, or any successor thereto, and the applicable regulations promulgated thereunder, (i) enabling Issuer or any related person to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, and (ii) increasing the burden on the market for m-exempt obligations in any manner, including without limitation, by selling Bonds that would not otherwise be sold or selling more Bonds, or issuing them sooner, or allowing them to remain outstanding longer, than would otherwise be necessary. 2. Rebate of Excess Investment Earnings to United States. Issuer hereby covenants to comply with the requirement to rebate excessive earnings to the federal government in accordance with rebate requirements of Section 148(0 of the Code. Issuer and Borrower will prepare or have prepared calculations of the rebate requirement consistent with the rules described in this provision. Issuer and Borrower will prepare a calculation of the rebate requirement in advance of the date that payments to the United States Department of the Treasury are required as hereinafter provided. Concurrently with the submission of such calculations, Borrower shall transfer to Issuer for deposit in a rebate fund the amount indicated by those calculations as necessary to increase the sum held therein to the amount of the rebate requirement or, ff appropriate, direct Issuer to decrease the sum held in the rebate fund to the amount of the rebate requirement and to return the excess, if any, to Borrower. For purposes of calculating the rebate requirement (i) the aggregate amount eamed with respect to a Nonpurpose Investment (as defined in the Code) shall be determined by assum~hg that the Nonpurpose Investment was acquired for an amount equal to its fair market value at the time it becomes a Nonpurpose Investment, and (ii) the aggregate amount earned with respect to any Nonpurpose Investment shall include any unrealized gain or loss with respect to the Nonpurpose Investment (based on the assumed pumhase price at fair market value and adjusted to take into account amounts received with respect to the Nonpurpose Investment and earned original issue discount or premium) on the first date when no Bonds allocated to Borrower remain outstanding or when the investment ceases to be a Nonpurpose Investment. Issuer shall pay to the United States Department of the Treasury from the Rebate Fund (i) not later than sixty (60) days after the end of each five-year period a payment equal to ninety percent (90%) of the Rebate requirement with respect to the Bonds, calculated as of the end of such five- year period; and (ii) not later than sixty (60) days after the first date when no portion of the Bonds remain outstanding, an amount equal to one-hundred percent (100%) of the rebate requirement (determined as of the fast date when no portion of the Bonds remains outstanding) plus any income attributable to such rebate requirement. 0030~3'~tJPPAGMT.3 03/19/96 42 Each payment required to be made pursuant hereto shall be filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255, on or before the date such payment is flue, and shall be accompanied by Form 8038-T. Issuer will ensure that records are retained of the calculations required by this section until six (6) years after the retirement of the last of the Bonds. 3. Federal Guarantee Prohibition. Issuer will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of Issuer and Borrower or take or omit to take any action that would cause the Bonds to be an obligation which is "federally guaranteed" within the meaning of Section 149(b) of the Code. In furtherance to this covenant, Issuer and Borrower will not allow the payment of the principal or interest with respect to the Bonds to be guaranteed (directly or indirectly) in whole or in pan by the United States or any agency or instrumentality thereof. Issuer and Borrower also will not, except as provided in the next sentence, use five percent (5%) or more of the proceeds of the Bonds to make loans the payment of the principal or interest with respect to which are guaranteed in whole or in part by the United States or any agency or instrumentality thereof, nor will either of them invest five percent (5%) or more of the proceeds in federally insured deposits or accounts. ITEM 1 MINUTES OF A MEETING OF THE OLD TOWN WESTSIDE COMMUNITY FACILITIES DISTRICT FINANCING AUTHORITY HELD MARCH 26, 1996 A regular meeting of the Old Town Westside Community Facilities District Financing Authority was called to order at 7:55 P.M. at the Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. Chairperson Patricia H. Birdsall presiding. PRESENT: 4 ABSENT: I BOARD MEMBERS: Ford, Lindemans, Stone, Birdsall BOARD MEMBERS: Roberts Also present were Executive Director Ronald E. Bradley, City Attorney Peter Thorson and Authority Secretary June S. Greek. PUBLIC COMMENTS None given. CONSENT CALENDAR Board Member Stone announced an abstention on Item No. 1. It was moved by Board Member Undemans, seconded by Board Member Stone to approve Consent Calendar Item No. 1. The motion carried as follows: AYES: 3 BOARD MEMBERS: Ford, Lindemans, Birdsall NOES: 0 BOARD MEMBERS: None ABSENT: 1 BOARD MEMBERS: Roberts ABSTAIN: I BOARD MEMBERS: Stone Minutes 1.1 Approve the minutes of March 12, 1996. PUBLIC HEARINGS 2 Financing for Old Ttown Area Public Imorovements and the Western Bvoass Corridor Executive Director Ronald Bradley introduced Paul Thimmig0 Bond Counsel from Jones, Hall, Hill and White, who presented the staff report. He explained that this is a protest hearing and only land owners are eligible to protest. Chairperson Birdsall opened the public hearing at 8:00 PM. Hearing no requests to speak, Chairperson Birdsall closed the public hearing at 8:00 PM. It was moved by Board Member Lindemans, seconded by Board Member Ford to approve staff recommendation as follows: 2.1 Conduct concurrent public hearings on the following: · Formation of the Old Town/Westside Community Facilities District Financing Authority Community Facilities District No. 1 (Old Town Area Public improvements) (the 'District"} and the levy of special taxes therein; and · the issuance of bonded indebtedness for the District. The motion carried as follows: AYES: 3 BOARD MEMBERS: Ford, Lindemans, Birdsall NOES: 0 BOARD MEMBERS: None ABSENT: 1 BOARD MEMBERS: Roberrs ABSTAIN: I BOARD MEMBERS: Stone Minutes,re -2- ADJOURNMENT It was moved by Board Member Lindemans, seconded by Board Member Ford to adjourn at 8:02 PM to a meeting on March 26, 1996, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. The motion was unanimously carried with Board Member Roberts absent. ATTEST: Patricia H. Birdsall, Chairperson June S. Greek, CMC, City Clerk/ Authority Secretary r:%rninutee.fa\032696 -3- OLD TOWN WESTSIDE IMPROVEMENT AUTHORITY ITEM 1 MINUTES OF A MEETING OF THE OLD TOWN WESTSIDE IMPROVEMENT AUTHORITY HELD MARCH 26, 1996 A regular meeting of the Old Town Westside Community Facilities District Financing Authority was called to order at 8:15 P.M. at the Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. Chairperson Patricia H. Birdsall presiding. PRESENT: 4 BOARD MEMBERS: Ford, Lindemans, Stone, Birdsall ABSENT: 1 BOARD MEMBERS: Roberts Also present were Executive Director Ronald E. Bradley, City Attorney Peter Thorson and Authority Secretary June S. Greek. PUBLIC COMMENTS None given. CONSENT CALENDAR Board Member Stone announced an abstention. It was moved by Board Member Stone, seconded by Board Member Ford to approve Consent Calendar Item No. 1. AYES: 4 BOARD MEMBERS: Ford, Lindemans, Stone, Birdsall NOES: 0 BOARD MEMBERS: None ABSENT: I BOARD MEMBERS: Roberts Minutes 1.1 Approve the minutes of March 12, 1996. Minutes.otwe\032696 -1 - ADJOURNMENT It was moved by Board Member Stone, seconded by Board Member Ford to adjourn at 8:16 PM to a meeting on April 9, 1996, 7:00 PM, Community Recreation Center, 30875 Rancho Vista Road, Temecula, California. The motion was unanimously carried. Patricia H. Birdsall, Chairperson ATTEST: June S. Greek, CMC, City Clerk/ Authority Secretary Minutes.otwa\032696 -2- ITEM 13 T0: FROM: DATE: SUBJECT: APPRO CITY OF TEMECULA AGENDA REPORT City Council/City Manager Gary Thornhill, Community Development Director April 9, 1996 Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) - "Chardonnay Hills" Prepared By: Matthew Fagan, Associate Planner RECOMMENDATION: The Planning Commission recommends the City Council: 1. Adopt a resolution entitled: RESOLUTION NO. 96- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96- 0027 (SPECIFIC PLAN NO. 199 - ZONING AMENDMENT) INCREASING THE RANGE OF HOUSING SIZES TO 3,200 SQUARE FEET ON PROPERTY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MEADOWS PARKWAY, SOUTH OF LA SERENA WAY, WEST OF BUTTERFIELD STAGE ROAD AND KNOWN AS PLANNING AREAS 6, 10, 11, AND 12 OF SPECIFIC PLAN NO. 199 (MARGARITA VILLAGE) Read by title only and introduce an ordinance entitled: ORDINANCE NO. 96- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA96- 0027, AMENDING THE TEXT WITHIN SPECIFIC PLAN NO. 199 TO ALLOW HOUSING SIZES TO A MAXIMUM OF 3,200 SQUARE FEET ON PROPERTY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MEADOWS PARKWAY, SOUTH OF LA SERENA WAY, WEST OF BUTTERFIELD STAGE ROAD AND KNOWN AS PLANNING AREAS 6, 10, 11, AND 12 OF SPECIFIC PLAN NO. 199 (MARGARITA VILLAGE) BACKGROUND The applicant is requesting that Specific Plan No. 199 be amended to allow a greater range of housing sizes in Planning Areas 6, 10, 11 and 12. The maximum square footage currently allowed in Planning Area No. 6 is 2, 100 square feet and the maximum square footage allowed in Planning Areas 1 O, 11 and 12 is 2,600 square feet. The Amendment would allow up to 3,200 square foot houses in these Planning Areas. Staff supports the increase because it allows greater flexibility for the developer and does not increase the density in the Planning Areas. Beacuse of a full agenda, and some items taking more time to consider than anticipated, the Planning Commission continued this item from March 4, to March 18, whereupon they recommended approval of the project by a 4-0 vote (Commissioner Webster was absent). There was no Commission discussion on this item. FISCAL IMPACT None. Attachments: City Council Resolution No. 96- - Page 3 Exhibit A - Conditions of Approval - Page 6 City Council Ordinance No. 96- - Page 9 March 18, 1996 Planning Commission Staff Report (Contains March 4, 1996 Staff Report) - Page 13 R:~STAFFRIvI~TPA96.CC 312Sl96 mf 2 ATTACHMENT NO. 1 RESOLUTION NO. 96- NOW, THERF~FORE, THE CITY COUNCIL OF ~ CITY OF TE_MECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section I. That the above recitations are true and correct. Section 2. 'n~ A. The City Council in approving Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment), makes the following findings, to wit: 1. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment), as proposed, is compatible with the health, safety and welfare of the community. 2. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) is consistent with the City's General Plan, due to the fact that the subject request is in substantial conformance with Specific Plan No. 199 - Margarita Village. 3. The project is compatible with surrounding land uses. The project consists of an expansion to the maximum square footage of single-family residences in an area that is comprised of a variety of sizes of single-family residences. 4. The proposal will not have an adverse effect on surrounding property, because it does not represent a significant change to the planned land use of the area, due to the fact that the proposed land use is consistent with the overall concept of Specific Plan No. 199. 5. The changes proposed in the approved Specific Plan are minor and do not increase the impacts associated with the development or the overall intensity of the development as analyzed in Environmental Impact Report 202. The mitigation measures prepared for this Environmental Impact Report (EIR) will be applied to this project. Section 3. Environmental Compliance. Environmental Impact Report No. 202 was prepared for Specific Plan No. 199 and was certified by the County Board of Supervisors. It has been eight (8) years since the environmental analysis was performed for this project. It is Staffs opinion that due to the limited scope of the proposed Zoning Amendment, there will be no effect on the previous analysis. According to Section 21166 of the California Environmental Quality Act (CEQA), no subsequent or supplemental environmental impact report is required for the project unless one or more of the following events occurs: substantial changes are proposed in the project which will require major revisions of the ErR; substantial changes occur with respect to circumstance under which the project is being undertaken which will require major revisions in the EIR; or, new information, which was not known at the time of the EIR was certified and complete becomes available. None of these situations have occurred; therefore, no further environmental analysis is required. Section 4. Conditions. That the City of Temecula City Council hereby approves Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) increasing the maximum allowable square footage of houses to 3,200 square feet on property located north of Rancho California Road, east of Meadows Parkway, south of La Serena Way, and west of Butterfield Stage Road and known as Planning Areas 6, 10, 11, and 12 of Specific Plan No. 199 (Margarita Village), subject to the following conditions: A. Exhibit A, attached hereto, and incorporated herein by this reference and made a pan hereof. Section 5. PASSED, APPROV~.I~ AND ADOPTED this 9th day of April, 1996. Karel F. Lindemans, Mayor ATTEST: June S. Greek, City Clerk STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) SS CITY OF TEMECULA) I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Temecula at a regular meeting thereof, held on the 9th day of April, 1996 by the following vote of the Council: AYES: NOES: ABSENT: CITY COUNCILMEMBERS: CITY COUNCILMEMBERS: CITY COUNCILMEMBERS: June S. Greek, City Clerk EXHIBIT A CONDITIONS OF APPROVAL CITY OF TEMECULA CONDITIONS OF APPROVAL Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment} Project Description: Amendment to Planning Areas No. 6, 10, 11 and 12 of Specific Plan No. 199 - Margarita Village to increase housing square footage to a maximum of 3,200 square feet Approval Date: Expiration Date: PLANNING DEPARTMENT General Requirements The developer/applicant shall indemnify, protect, defend, and hold harmless, the City and any agency or instrumentality thereof, and/or any of its officers, employees and agents from any and all claims, actions, or proceedings against the City, or any agency or instrumentality thereof, or any of its officers, employees and agents, to attack, set aside, void, annul, or seek monetary damages resulting from an approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning the Planning Application No. PA96-0027 (Zoning Amendment - Specific Plan No. 199) which action is brought within the appropriate statute of limitations period and Public Resources Code, Division 13, Chapter 4 (Section 21000 et ~e~., including but not by the way of limitations Section 21152 and 21167). City shall promptly notify the developer/applicant of any claim, action, or proceeding brought within this time period. City shall further cooperate fully in the defense of the action. Should the City fail to either promptly notify or cooperate fully, developer/applicant shall not, thereafter be responsible to indemnify, defend, protect, or hold harmless the City, any agency or instrumentality thereof, or any of its officers, employees, or agents. The applicant ahall comply with all underlying conditions of approval for Specific Plan No. 199, and its amendments, unless superseded by these conditions of approval. 3. Specific Plan Text Amendments shall conform with Attachment No. 2. Within Thirty (30) Days From the Second Reading of The Ordinance Approving the Amendment 4. The applicant shall submit the Amended Specific Plan text to the Planning Department. ATTACHMENT NO. 2 ORDINANCE NO. 96- ATTACHMENT NO. 2 ORDn ANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA~6-0017, AMENDING THE TEXT WITHIN SPECIFIC PLAN NO. 199 TO ALLOW HOUSING SIZES TO A MAXIMUM OF :3,100 SQUARE FEET ON PROPERTY LOCATED NORTH OF RANCHO CALIFORNIA ROAD, EAST OF MEADOWS PARKWAY, SOUTH OF LA SERENA WAY, WEST OF BUTTERFIELD STAGE ROAD AND KNOWN AS PLANNING AREAS 6, 10, 11, AND 11 OF SPECIFIC PLAN NO. 199 (MARGARITA VILLAGE) THE CITY COUNCIL OF THE CITY OF TEMECULA, STATE OF CALIFORNIA, DOES ORDAIN AS FOLLOWS: Section 1. Findings. A. The City Council in approving the proposed Zoning Amendment - Specific Plan No. 199, makes the following findings, to wit: 1. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment), as proposed, is compatible with the health, safety and welfare of the community. 2. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) is consistent with the City's General Plan, due to the fact that the subject request is in substantial conformance with Specific Plan No. 199 - Margarita Village. 3. The project is compatible with surrounding land uses. The project consists of an expansion to the maximum square footage of single-family residences in an area that is comprised of a variety of sizes of single-family residences. 4. The proposal will not have an adverse effect on surrounding property, because it does not represent a significant change to the planned land use of the area, due to the fact that the proposed land use is consistent with the overall concept of Specific plan No. 199. 5. The changes proposed in the approved Specific Plan are minor and do not increase the impacts associated with the development or the overall intensity of the development as analyzed in Environmental Impact Report 202. The mitigation measures prepared for this Environmental Impact Report CEIR) will be applied to this project. Section 2. Environmental Compliance. Environmental Impact Report No. 202 was prepared for Specific Plan No. 199 and was certified by the County Board of Supervisors. It has been eight (8) years since the environmental analysis was performed for this project. It is Staffs opinion that due to the limited scope of the proposed Zoning Amendment, there will be R:~STAFFRFB27PA96.CC 3/28/96 mf '[ 0 no effect on the previous analysis. According to Section 21166 of the California Environmental Quality Act (CEQA), no subsequent or supplemental environmental impact report is required for the project unless one or more of the following events occurs: substantial changes are proposed in the project which will require major revisions of the FIR; substantial changes occur with respect to circumstance under which the project is being undertaken which will require major revisions in the FIR; or, new information, which was not known at the time of the FIR was certified and complete becomes available. None of these situations have occurred; therefore, no further environmental analysis is required. Section 3. Conditions. That the City of Temecula City council hereby approves Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendmen0 increasing the maximum allowable square footage of houses to 3,200 square feet on property located north of Rancho California Road, east of Meadows Parkway, south of La Serena Way, and west of Butterfield Stage Road and known as Planning Areas 6, 10, 11, and 12 of Specific Plan No. 199 (Margarita Village). Section 4. This Ordinance shall be in full force and effect thirty (30) days after its passage. The City Clerk shall certify to the adoption of this Ordinance. ' The City Clerk shall publish a summary of this Ordinance and a certified copy of the full text of this Ordinance shall be posted in the office of the City Clerk at least five days prior to the adoption of this Ordinance. Within 15 days from adoption of this Ordinance, the City Clerk shall publish a summary of this Ordinance, together with the names of the Councilmembers voting for and against the Ordinance, and post the same in the office of the City Clerk. Section 5. PASSED, APPROVED, AND ADOPTED this 9th day of April, 1996. ATFEST: Karel Lindemans, Mayor June S. Greek, City Clerk [SEAL] STATE OF CALIFORNIA COUNTY OF RIVERSIDE) SS CITY OF TEMECULA I, June S. Greek, City Clerk of the City of Temecula, California, do hereby certify that the foregoing Ordinance No. 96- was duly introduced and placed upon its first reading at a regular meeting of the City Council on the 9th day of April, 1996, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council of the City of Temecula on the 9th day of April, by the following roll call vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS June S. Greek, City Clerk R:'~TAFFRFIllTPA96.CC 3/28/~6 mf '[ 2 ATTACHMENT NO. 3 PLANNING COMMISSION STAFF REPORT: MARCH 18, 1996 (CONTAINS MARCH 4, 1996 STAFF REPORT) R:~TAFFP~T~TPA96.CC 3/28/96 mf 13 TO: Planning Commission MEMORANDUM FROM: Gary Thornhill, Community Development Director DATE: March 18, 1996 SUBJECT: Planning Application No, PA96-0027 (Specific Plan No. 199 - Zoning Amendment) - Ame.ndment to Planning Areas No. 6, 1 O, 11 and 12 of Specific Plan No. 199 to increase housing square footage to a maximum of 2,100 and 2,600 to 3,200 square feet Prepared by: Matthew Fagan, Associate Planner RECOMMENDATION: The Planning Department Staff recommends the Planning Commission: ADOPT Resolution No. 96- recommending approval of PA96-0027 based upon the Analysis and Findings contained in the Staff Report; and APPROVE Planning Application No. 96-0027, subject to the attached Conditions of Approval. BACKGROUND This item was continued by the Planning Commission at their meeting of March 4, 1996. The resolution has been changed to reflect the continuance of this item by the Planning Commission. Attachments: 1. PC Resolution No. 96- - Blue Page 2 A. Conditions of Approval - Blue Page 6 2. ,,~_.,Planning Commission Staff Report dated March 4, 1996 - Blue Page 8 R:~STAFFRFr~YTPA~6.PC2 3114196 mf 1 / ATTACHMENT NO. 1 RESOLUTION NO. 96- ATTACHMENT NO. 1 RESOLUTION NO, 96- / A RESOLUTION OF TYIY. PLANNING COMMISSION OF TFIY. CITY OF TEMECULA RECO1VIMP. NDING APPROVAL OF PLANNING APPLICATION NO. PA96-0027 (SPECIFIC PLAN NO. 199 - ZONING AMENDMENT) ON PROPERTY LOCATI~.D NORTH OF RANCHO CAIJ~'ORNIA ROAD, EAST OF MEADOWS PARKWAY, SOUTH OF LA SERENA WAY, WEST OF .BUTTERFIv. I.D STAGE ROAD AND KNOWN AS PLANNING AREAS 6, 10, 11, AND 12 OF SPECWIC PLAN NO. 199 (MARGARITA VILLAGE) WtTgREAS, Bramalea California, Inc., BCI/CCL Venture No. 1 and BCIJC~L Venture No. 2 fried Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) in accordance with the City of Temecula General Plan and Riverside County Land Use and Subdivision Ordinances, which the City has adopted by reference; WItF~REAS, Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) was processed in the time and manner prescribed by State and local law; WI~-REAS, the Planning Commission cbntinued Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) on March 4, 1996, at a duly noticed public hearing as prescribed by law, at which time interested persons had an opportunity to testify either in support or in opposition; WltF. REAS, the Planning Commission considered Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) on March 18, 1996, at a duly noticed public hearing as prescribed by law, at which time interested persons had an opportunity to testify either in support or in opposition; WB'F. RI,.AS, at said public hearing, upon hearing and considering all testimony and arguments, if any, of all persons deskring to be heard, the Commission considered all facts relating to Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment); a~lOW, TItEREFORE, TItV. PLANNING CO1VIMLqSION OF TIFF. CITY OF TEMECULA DOES RF_~OLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the above recitations are true and correct. Section 2. Findings. A. The Planning Commission in recommending approval of Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment), makes the following findings, to wit: 1. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment), as proposed, is compatible with the health, nfety and welfare of the community. / 2. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) inconsistent with the City's General Plan, due to the fact that the subject request is in substantial conformance with Specific Plan No. 199 - Margarita Village. / 3. The project is compatible with surrounding land uses. The project consists of an expansion to the maximum square footage of single-family residences in an area that is comprised of a variety of sizes of single-family residences. 4. The proposal will not have an adverse effect on surrounding property, because it does not represent a significant change W the planned land use of the area, due to the fact that the proposed land use is consistent with the overall concept of Specific Plan No. 199. ! 5. The changes proposed in the approved Specific Plan are minor and do not increase the impacts assochted with the development or the overall intensity of the development as analyzed in Environmental Impact Report 202. The mitigation measures prepared for this Environmental Impact Report .(k"XR) will be applied to this project. Section 3. Environmental Compliance. Environmental Impact Report No. 202 was prepared for Specific Plan No. 199 and was certified by the County Board of Supervisors. It has been eight (8) years since the environmental analysis was performed for this project. It is Staff' s opinion that due to the limited scope of the proposed Zoning Amendment, there wffi be no affect on the previous analysis. According to Section 21166 of the California Environmental Quality Act (CEQA), no subsequent or supplemental environmental impact report is required for the project unless one or more of the following events occurs: substantial changes are proposed in the project which will require major revisions of the RI~; substantial changes occur with respect to circumstance under which the project is being undertaken which will require major revisions in the EIR; or, new information, which was not known at the time of the h'lR was certified and complete becomes available. None of these situations has occurred; therefore, no further environmental analysis is required. Section 4. Conditions. That the City of Temecula Planning Commission hereby recommends approval of Planning Application No. PA96-0027, (Specific Plan No. 199 - Zoning Amendment) on property located north of Rancho California Road, east of Meadows Parkway, south.Of~La Serena Way, and west of Butterfield Stage Road and known as Planning Areas 6, 10, 11, and 12 of Specific Plan No. 199 (Margarita Village) subject to the following conditions: A. Exhibit A, attached hereto, and incorporated herein by this reference and made a part hereof. Section 5. PASSED, APPROVED AND ADOPTED this 18th day of March, 1996. LINDA FAHEY ,. CHAIRMAN I W';.RI~.Ry CERTIFY that the foregoing Resolution was duly adopted by the Planning Commission of the City of Temeeula at a regular meeting thereof, held on the 18th day of March, 1996 by the following vote of the Commission: AYES: NOES: ABSENT: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: DEBBIE UBNOSKE SECRETARY R:~STAFFRPT~"TPA96.PC2 3/13/96 mf 5 EXHIBIT A CONDITIONS OF APPROVAL R:~'TA~EFR.Ir~27PA96.PC2 3113196 znf 6 CITY OF TEMECULA CONDITIONS OF APPROVAL }. / Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) Project Description: Amendment to Planning Areas No. 6, 10, 11 and 12 of Specific Plan No. 199 - Margarita Village to increase housing square footage to a maximum of from 2,100 and 2,600 to 3,200 square feet Approval Date: Expiration Date: PLANNING DEPARTMENT General Requirements The developer/applicant shall indemnify, protect, defend, and hold harmless, the City and any agency or instrumentality thereof, and/or any of its officers, employees and agents from any and all claims, actions, or proceedings against the City, or any agency or instrumentality thereof, or any of its officers, employees and agents, to attack, set aside, void, annul, or seek monetary damages resulting from an approval of the City, or any agency or instrumentality thereof, advisory agency, appeal board or legislative body including actions approved by th.e voters of the City, concerning the Planning Application No. PA96-0027 (Zoning Amendment - Specific Plan No. 199) which action is brought within the appropriate statute of limitations period and Public Resources Code, Division 13, Chapter 4 (Section 21000 et se.q., including but not by the way of limitations Section 21152 and 21167). City shall promptly notify the developer/applicant of any claim, action, or proceeding brought within this time period. City shall further cooperate fully in the defense of the action. Should the City fail to either promptly notify or cooperate fully, developer/applicant shall not, thereafter be responsible to indemnify, defend, protect, or hold harmless.the City, any agency or instrumentality thereof, or any of its officers, employees, or agents. The applicant shall comply with all underlying conditions of approval for Specific Plan No. 199, and its amendments, unless superseded by these conditions of approval. 3. Specific Plan Text Amendments shall conform with Attachment No. 2. Within/Thirty (30) Days From the Second Reading of The Ordinance Approving the Amendment 4. The applicant shall submit the Amended Specific Plan text to the Planning Department. R:~STAIrFR?I't,~/PA96,I~"2 3/13/96 mf 7 ATTACHMENT NO, 2 PLANNING COMMISSION STAFF REPORT DATED MARCH 4, 1996 R:~TA~A96.PC2 3113196 mf 8 STAFF REPORT - PLANNING CITY OF TEMECULA PLANNING COMMISSION March 4, 1996 Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) Prepared By: Matthew Fagan, Associate Planner RECOMMENDATION: The planning Department Staff recommends the Planning Commission: ADOPT Resolution No. 96- recommending approval of PA96-0027 based upon the Analysis and Findings contained in the Staff Report; and I APPROVE Planning Application No. 96-0027 ,subject to the attached Conditions of Approval. APPLICATION INFORMATION APPLICANT: REPRESENTATIVE: Bramalea California, Inc. and CCL Construction, Inc. Bramalea California, Inc.: Emile Haddad CCL Construction, Inc.: Charlie Kluger PROPOSAL: Amendment to Planning Areas No. 6, 10, 11 and 12 of Specific Plan No. 199 - Margarita Village to increase housing square footage to a maximum of from 2, 100 and 2,600 to 3,200 square feet LOCATION: North of Rancho California Road, east of Meadows Parkway, south of La Serena Way, and west of Butterfield Stage Road PROJECT STATISTICS ExistinQ HousinQ Sizes Proposed Housing Sizes 1,500_~ 2,600 square feet (Planning Areas 10, 11, 12) 1,200- 2,100 square feet (Planning Area 6) 1,500 - 3,200 square feet 1,500 ~ 3,200 square feet BACKGROUND Planning Application No. PA96-0027 was formally submitted to the Planning Department on February 16, 1996. Because of the limited scale of the changes to the Specific Plan text, no Development Review Committee (DRC) meeting was held for this project. l~TAIul~m'Z~/l'A96,~C Z/2S/96 ~w 1 ' PROJECT DESCRIPTION The project is a request to expand the range of allowable square footage for housing types in Planning Areas 6, 10, 11 and 12 of Specific Plan No. 199 - Margarita Village (reference Attachment No. 2), / ANALYSIS The applicant is requesting that Specific Plan No. 199 be amended to allow a greater range of housing sizes in the subject Planning Areas. The applicant states: "market feedback indicates a demand for a bigger home" (reference Attachment No. 4). The maximum square footage allowed in Planning Area N.o. 6 is 2, 100 square feet and the maximum square footage allowed in Planning Areas 10, 11 and 12 is 2,600 square feet. The Amendment would allow up to 3,200 square foot houses in these Planning Areas. Staff can support the increase because it allows greater flexibility for the developer and does not increase the density in the Planning Areas. The applicant has submitted an exhibit which shows the existing development and where proposed development will be located, Staff will reviewlthe siting of the houses to assure that they are compatible with the existing houses in terms of color, materials and scale. This review will be accomplished through the model home complex application which has been submitted for Staff review. EXISTING ZONING AND GENERAL PLAN DESIGNATION The existing zoning for the project site is SP (Specific Plan). The current General Plan designation for the project site is LM - Low-Medium Density Residential (3-6 dwelling units per acre), The applicant is not proposing any change to the density of the project. The project is consistent with the existing zoning end General Plan Designation. ENVIRONMENTAL DETERMINATION Environmental Impact Report No. 202 was prepared for Specific Plan No. 199 and was certified by the County Board of Supervisors. It has been eight (8) years since the environmental analysis was performed for this IDroject, It is Staff's opinion that due to the limited scope of the proposed Zoning Amendment, there will be no affect on the previous analysis. According to Section 21166 of the California Environmental Quality Act (CEQA), no subsequent or supplemental environmental impact report is required for the proiect unless one or more of the following events occurs: substantial changes are proposed in the project which will require major revisions of the EIR; substantial changes occur with respect to circumstance under which the project is being undertaken which will require major revisions in the EIR; or, new ~'~,~ormation, which was not known at the time of the EIR was certified and complete becomes available. None of these situations has occurred; therefore, no further environmental analysis is required. SUMMARY/CONCLUSIONS The applicant is requesting that Specific Plan No. 199 be amended to allow a greater range of housing sizes in Planning Areas 6, 10, 11 and 12. The project is consistent with the City's General Plan and existing zoning. No additional environmental review is required for this project. FINDINGS Planning Application No. 96-0027 (Specific Plan No. 199 - Zoning Amendment), as proposed, is compatible with the health, safety and welfare of the Community. Planning Application No. 96-0027 (Specific Plan No. 199 - Zoning Amendment} inconsistent with the City's General Plan, due to the fact that the subject request is in substantial conformance with Specific Plan No. 199 - Margarita Village. The project is compatible with surrounding land uses. The project consists of an increase in the maximum square footage of single-family residences in an area that is comprised of a variety of Sizes of single-family residences. The proposal will not have an adverse effect on surrounding property, because it does not represent a significant change to the planned land use of the area, due to the fact that the proposed land use is consistent with the overall concept of SpeCific Plan No. 199. 5. The changes proposed in the approved Specific Plan are minor and do not increase the impacts associated with the development or the overall intensity of the development as analyzed in Environmental Impact Report 202. The mitigation measures prepared for this Environmental Impact Report (EIR) will be applied to this project. Attachments: PC Resolution - Blue Page 4 A. Conditions of Approval - Blue Page 8 Proposed Specific Plan Text Amendment - Blue Page 10 Exhibits - Blue Page 11 A. Vicinity Map B. Zoning Map C. General Plan Map D. Existing and Proposed Development Letter From Applicant Dated February 14, 1996- Blue Page 12 ATTACHMENT NO. 1 RESOLUTION NO. 96- ~"rAFI,i.q'L~A96.!"C ~ 'vt, w 4 ATTACHMENT NO. 1 RESOLUTION NO. 96- / A RESOLUTION OF THE PLANNING COMMISSION OF TFrF~ CITY OF TEMECULA RECO~ING APPROVAL OF PLANNING APPLICATION NO. PA96-0027 (SPECIFIC PLAN NO. 199 - ZONING AMENDMENT) ON PROPERTY LOCATED NORTH OF RANClIO CALIFORNIA ROAD, EAST OF 1VIEADOWS PARKWAY, SOUTH OF LA SERENA WAY, WEST OF B~ STAGE ROAD AND KNOWN AS PLANNING AREAS 6, 10, 11, AND 12 OF SPECIFIC PLAN NO. 199 (MARGAR1TA VILLAGE) WI~.RRI, S, Bramalea California, Inc. and CCL Construction, ~c. ~ed Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) in accordance with the City of Temecula General Phn and Riverside County Land Use and Subdivision Ordinances, which the City has adopted by reference; WI:W. REAS, Planning Application No. PA96-0027 (Specific Plan No. 199 ~ Zoning Amendment) was processed in the time and manner prescribed by State and local law; WHEI~AS, the Planning Commission considered Planning Apph'cation No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) on March 4, 1996, at a duly noticed public hearing as prescribed by law, at which time interested persons had an opportunity to testify either in support or in opposition; WHF-REAS, at said public hearing, upon hearing and considering all testimony and arguments, ff any, of all persons desiring to be heard, the Commission considered all facts relating to Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment); NOW, TI:i'F~RF~FORE, ~ PLANNING COMMI~qSION OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the above recitations arc true and correct. .,r~ection 2. Findings. A. The Planning Commission in recommending approval of Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment), makes the following findings, to wit: I. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment), as proposed, is compatible with the health, safety and welfare of the community. 2. Planning Application No. PA96-0027 (Specific Plan No. 199 - Zoning Amendment) inconsistent with the City's General Plan, due to the fact that the subject request is in substantial conformance with Specific Plan No. 199 - Margarita Village. 3. The project is compalible with surrounding land uses. The project consists of an expansion to the rnaximum square footage of single-family residences in an area that is comprised of a variety of sizes of single-family residences. / 4. The proposal will not have an adverse effect on surrounding property, because it does not represent a significant change to the planned land use of the area, due to the fact that the proposed land use is consistent with the overall concept of Specific Plan No. 199. 5. The changes proposed in the approved Specific Plan are minor and do not increase the impacts associat~l with the development or the overall intensity of the development as analyzed in Environmental Impact Report 202. The mitigation measures prepared for this Environmental Impact Report ff:.n~) will be applied to this project. Section 3. Environmental Compliance. Environmental Impact Report No. 202 was prepared for Specific Plan No. 199 and was certified by the County Board of Sulr..x'visors. It has been eight (8) years since the environmental analysis was performed for this project. It is Staffs opinion that due to the limited scope of the proposed Zoning Panendment, there will be no affect on the previous analysis. According to Section 21166 of the California Environmental Quality Act (CEQA), no subsequent or supplemental environmental impact report is required for the project unless one or more of the following events occurs: substantial changes are proposed in the project which will require major revisions of the FIR; substantial changes occur with respect to circumstance under which the project is being undertak~-n which ~ require major revisions in the FIR; or, new information, which was not known at the lime of the EIR was certified and complete becomes available. None of these situations has occurred; therefore, no further environmental analysis is required. Section 4. Conditions. That the City of Temecula Planning Commission hereJoy recommends approval of planning Application No. PA96-0027, (Specific Plan No. 199 - Zoning Amendment) on property located north of Rancho California Road, east of Meadows Parkway, south of La Serena Way, and west of Butterfield Stage Road and known as Planning Areas 6, 10, 11, and 12 of Specific Plan No. 199 (Margarita Village) subject to the following conditions: A. Exhibit A, attached hereto, and incorporated herein by this reference and made a part hereof. i Section 5. PASSED, APPROVI?.I) AND ADOPTI~X) this 4th day of March, 1996. CHAInMAN I IIE!IIP. Ry CERTIFY that the foregoing Resolution was duly adopted by the Planning Commission of the City of Temecula at a regular meeting thereof, held on the 4th day of March, 1996 by the following vote of the .Commission: AYES: NOES: ABSENT: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: PLANNING COMMISSIONERS: DEBBIE UBNOSKE SECRETARY EXm~IT A CONDITIONS OF A~PPROVAL CITY OF TEMECULA CONDITIONS OF APPROVAL planning Application No. PA96-0027 (Specific plan N0. 199 - Zoning Amendment) Project Description: Amendment to Planning Areas No. 6, 10, 11 and 12 of Specific Plan No. 199 - Mnrgarita Village to inerease housing square footage to a mnx-ltmsm of froro 2,100 and 2,600 to 3,200 square feet Approval Date: Expiration Date: PLANNING DEPARTIVW. NT General Requirements The developer/applicant shift] indemnify, protect, defend, and hold harmless, the City and any agency or instrumentality thereof, and/or any of its officers, employees and agents from any and all claims, actions, or proceedings against the City, or any agency or inslammentnllty thereof, or any of its officers, employees and agents, to attack, set aside, void, annul, or seek monetary damages resulting from an approval of the City, or any agency or instnlmentnlity thereof, advisory agency, appeal board or legislative body including actions approved by the voters of the City, concerning the Planning Application No. PA96-0027 (Zoning Amendment - Specific Plan No. 199) which action is brought within the appropriate statute of limitations period and Public Resources Code, Division 13, Chapter 4 (Section 21000 et see_., including but not by the way of limitations Section 21152 and 21167). City shall promptly notify the developer/applicant of any claim, action, or proceeding brought within this time period. City shall further cooperate fully in the defense of the action, Should the City fail to either promptly notify or cooperate fully, developer/applicant shall not, thereafter be responsible to indemnify, defend, protect, or hold harmless the City, any agency or instrumentality thereof, or any of its officers, employees, or agents. m The applicant shall comply with all underlying condition~ of approval for Specific Plan No. 199, and its amendments, unless superseded by these conditions of approval. 3, .~,,~,Speci~c Plan Text Amendments shah conform with Attachment No, 2, Within Thirty (30) Days From the Second Reading of The Ordinance Approving the Amendment 4. The applicant shah submit the Amended Specific Plan text to the Planning Department. I~TAFFLs'IV7PAS4.PC ~2g/96 v~w 9 ATTACHMENT NO. 2 PROPOSED SPECIFIC,PLAN AMENDMENT R:W*~mAS6.~'C 2~.S/S~ ',,S'w 10 village "B" Architectural Guidelines a. Introduction ~ Village "B" shall contain two basic architectura~ motifs and a third custom area adjacent to the Vineyards on the eastern boundary of the property. Because the two. neigh- borhoods .will comprise the majority of Village "B", these guidelines will predominantly address those areas. The basic architectural themes for Village "B"' will be Spanish, Mediterranean, and French Manor. Planning Areas 2, 3, 8 and 10/ii/12.will have a combination of Mediterra- nean and French elevation styles. Planning Areas 4 and 6 will have a combination of Spanish and Mediterranean eleva- tions. The Custom homes in Planning Areas 7 and 9 shall combine all three elevation styles; French, Spanish and Mediterranean. This is a natural combination of style~ for the Rancho 'California area and will provide a variety of elevations as well as giving each development area a sepa- rate character. The Mediterranean style will provide the blend-between the various planning areas and the Spanish and French will provide the necessary accent to keep the visual interest within the projects. All design elements used in Village "B" should work together to achieve a sense of neighborhood identity. b. Buitdino Mass, Form and scale Village "B" shall include a range of dwelling unit sizes in proportion to the size of the project. There shall also be a variety of elevation types per plan throughout the pro- ject. A sense of neighborhood will be accomplished by manipulating the building mass, form, and scale within each planning area. O The homes in Planning Areas 2, S, 8 ~3:~xi~ii~i~ shall range in size from 1500 sq. ft. to approximately 2600 sq. ft. and a minimum of five [5) floor plans shall be provided. o The homes in Planning Area~ 4~zl~K~xshall range ~,, from 1200 sq. ft. to approximately 2!00 sq. ft. minimum of five'(5) floor plans. r' size with a O The Custom homes in Planning Areas 7 and ~ shall have a minimum of 1800 sq. ft. of living area. o The structures will consist of one and two story eleva- tions with the one story elements being used at front setbacks and st corner lot configurations. o The homes in Planning Areas 10/11/12 shall range in size from 1500 sq. ft. to approximately 3200 sq. ft. and a minimum of three (3) floor plans shall be provided. o The homes in Planning Area 6 shall range in size from lS00 sq. ft. to approximately 3200' sq. ft. with a mimimum of three (3) floor plans. ATTACHMENT NO. 3 EXHIBITS CITY OF TEMECULA ;HO CA Rn M ...... "' '-.'~ ~ c - MARCH`~-u~: ~ -" NO. - PA96-0027 (SPECIFIC PLAN NO. 199 - ZONING AMENDMENT} ~IT- A , VICINITy MAP CITY OF TEMECULA SP ING MAP SP (SPECIFIC PLAN) / ,--5 · OS I' cc _ .) H !ERAL PLAN LM (LOW-MEDIUM DENSITY RESIDENTIAL) 6-C {SPECIFIC PLAN NO. 199 - ZONING AMENDMENT) MISSION DATE - MARCH 4, 1996 ,27PA~6.11'C 2/27/96 mf I NC EXHIBIT CASE # CFt/ DONNAY rti/J,-. T~r!~GUI~, GAUt=Og'NIA L~ls tI, Orchazd Vacant Production Lots Orchard Inve~ntory Hom~ Or~rd ~d Homu Or~ard Mod~ V~rd Vaunt Produ~on lVi~rd ln~nto~ Hom~ Vln~rd M~ M~k Par~ing ~ ~luu and V~nt~¢ Produ~ Grad~ ~ Raw ~ Bram~ Vaunt Unpavt:d Paved -Uncapped ~t==.PuvBd - G;~ppcd / ATTACHMENT NO. 4 LN=i "tER FROM APPLICANT DATED FEBRUARY 14, 1996 ~=~ST.',.mAM.~ 2rZs~ ,,F 12 27432 Cai!e A::ovo San Juan Captsz~v.o Cail:c:nla 92575 February 14, 1996 Mr. Mathew Fagan City of Temecula 43174 Business Park Drive Temecula, CA 92590 Re: Chardormay Hills Dear Mathew: Thank you for meeting with us last Monday to discuss our future plans and for your continuous assistance on the Chardonnay Hills co .mmunity. Before I discuss our future plans, let me give you a brief history of this community as well as the status of Brarnalea, The Chardonnay Hills community was started under the ownership of Mar'Iborough Development Corporation, a subsidar~. of Bramalea California, Inc. The community was opened in 1989 offering two products known as Chateau and V'mtage with sizes ranging from 1,520 to 2,795 square feet. Approximately 130 homes were built between 1989 and 1993 when the lender chose to stop funding. By the end of 1993, Bramalea purchased the project from Marlborough and approximately 160 homesites out of the remaining 475 homesites were put into a partnership with CCL Development with Bramalea acting as the general partner. During 1994 two new down-sized products were developed. The Orchards and Vineyards range in size from 1,265 to 2,479 square feet. During this process, Bramalea gave up four custom lots in Tract 23103-1 to build an additional recreation center since the original recreation center is located in an ungraded portion of the project and as a result of the market condition was delayed beyond our originally anticipated completion date. It is worth mentioning that the second recreation center, which is now complete, is fully amehitized and was planned at Bramalea's sole discretion to accommodate the existing homeowners and help our marketing efforts. ~ you are aware, in early 1995 and because of its parent's financial situation, Bramalea Califomt~nc. had to file Chapter '11 and in order not the make the new project (Orchards and Vineyards) suffer, Bramalea turned over its general partnership interest to CCL Development who has carried through with the construction of the community. Brarnalea is in the process of filing a plan of reorganization in the bankruptcy court and is expected to emerge out ofbanknaptcy soon under a new owner. Lennar Homes, Inc. is going to be the owner of the company and all future development will be done under Lennar's name. Mr. Mathew Fagan February 14, 1996 Page Two Letmar is the seventh largest home builder in the United States based in Florida. Bramalea's acquisition will be Lennar's first entry into California. We are currently in plan check f6r new models ranging in size between 2,500 and 3,200 square feet which would be built on the remaining or a portion of the remaining 315 homesites. The good news is that the market feedback indicates a demand for a bigger home which means that the median price is being pushed up. Our plan is to start models by the first pan of ~pril. We are also submitting a request to amend the language in the .qpecific Plan to allow the construction of homes up to 3,200 square feet within V'filage "B" of the Santa Margarita Specific Plan. Please note that as a result of the future development, additional utilities will be installed, streets will be construct, and slopes will be landscaped, which will reduce the erosion problem th l~a at s haunted us for the past few years. It will also provide a more fully developed community. I have attached a colored exhibit indicating the status of the construction within the community. We are very excited about the new models and are looking forward to a fxesh start. Si~e~fgaln, thank yo .~/~,~.~fcr~~/~..~p. E ~ ddad ' ~ ~ President EKH:db Enclosur~~--'~ ITEM 14 APPROVAL 'CITYATTORNEY DIRECTOR OFFINANCE CITYMANAGER TO: FROM: DATE: SUBJECT: CITY OF TEMECULA AGENDA REPORT City Council/C' ~y~/r/r/r/Manager Gary Thornhi~ornmunity Development Director April 9, 1996 Annexation Guidelines for City of Temecula RECOMMENDATION: Staff recommends that this item be continued to the meeting of May 14, 1996 to allow additional opportunity for City staff to evaluate the effects of the proposed Guidelines.